over 12 mill in volume today and 10 mill yesterday, way more than the 10day average.

Description of Securities To Be Registered .

On May 25, 2004, the Board of Directors of Ramp Corporation, a Delaware corporation (the “Company”), approved the issuance of one preferred share purchase right (a “Right”) for each outstanding common share, par value $.001 per share (the “Common Shares”), of the Company. Shareholders of record on June 4, 2004 (the “Record Date”) will receive the Rights. Each Right entitles the registered holder, upon the occurrence of certain events, to purchase from the Company one one-hundredth (1/100) of a share of Series B Participating Preferred Stock, par value $1.00 per share (the “Preferred Shares”), of the Company at a price of $40.00 per one one-hundredth (1/100) of a Preferred Share, subject to adjustment under certain circumstances (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated as of May 27, 2004, between the Company and Computershare Trust Company, Inc., a Colorado trust company, as Rights Agent (the “Rights Agent”).