**AMENDMENT
NO.1 TO PROMISSORY NOTE**
  
    **As
of November 8, 2004**
  
     **Leve1
8 Systems, Inc. 8000 Regency Parkway Cary, NC 27511**
 
 **RE:**  **Promissory
Note identifıed below of the entity named above ("Borrower") to the order of
Bank Hapoalim B.M. (the "Bank") and all ri** **ders,
corrections, allonges, amendments,** **modifıcations
and/or extensions with respect thereto (collectively the
"Note")**
 
 **Gentlemen:**
 
 **The
date on which the principal amount of the Note is due and payable is extended to
the New Maturity** **Date
specified below, subject to your signing and returning the enclosed copy of this
letter to the Bank.** **The
Note shall remain unchanged, except as set forth herein. The Bank waives none of
its rights, all of which are reserved.**
 
 **Please
indicate your acknowledgement of and agreement to the foregoing by signing and
returning the** **enclosed
copy of this letter to the attention of Maxine Levy, Vice
President.**
 
 **New
Maturity Date:** **November
3, 2005**
 **Identifıcation
of original Promissory Note:**
 **Date:** **As
of November 15, 2003** **Current amount of Note:** **$1,971,000.00**
 **Most
recent previous amendment to Note: None**
 
 **Very
truly yours,**
 
 Acknowledged
and Agreed to:      **BANK
HAPOALIM B.M.**
 
 ****
 **LEVEL
8 SYSTEMS, INC.** By:
______________________
 By:
_________________________  Title:
 Title:
 By:
______________________
 By:
______________________  Title:
 Title:
 
 
 
 
 
 
 \gina\-04
agreements\04..235 Level 8 Systems Inc. Letter Agreement (11/29/04)
  *New
York Branches*
 
 1177
Avenue of the Americas New York NY 10036-2790
 T. 212
782 2000 F. 212 782 2222 www.hapoalimusa.com
 
 
 
 As of
November 8, 2004
 
 
 Level 8
Systems, Inc.
 8000
Regency Parkway
 Cary, NC
27511
 
 
 Gentlemen:
 
 We are
pleased to advise that Bank Hapoalim B.M. (the “Bank”) has agreed, subject to
the conditions set forth below, to extend the expiration date of the existing
term loan (the “Loan”) to you **** (the
“Borrower”) in the amount of $1,971,000.00. The Loan shall be available as of
the date hereof and shall expire on November 3, 2005. Any amounts prepaid at any
time during the term of the Loan may not be reborrowed. The renewal of the Loan
is subject to the Bank’s receipt of such documentation as it may request,
including without limitation, the following, each in form and substance
satisfactory to the Bank: (1) this Letter Agreement, (2) Amendment No.1 to the
existing Promissory Note executed by the Borrower in favor of the Bank, (3) a
Letter of Undertaking from Bank Hapoalim Rishon Le Zion Branch in the aggregate
amount of $1,971,000.00, and (4) any other documents as the Bank may require.
The Borrower shall also pay an amendment fee in the amount of
$350.00.
 
 Please
indicate your acknowledgment of and agreement to the foregoing by signing and
returning the enclosed copy of this letter to the attention of Maxine Levy, Vice
President.
 
 Very
truly yours,
 
 Acknowledged
and Agreed to:      **BANK
HAPOALIM B.M.**
 
 **LEVEL
8 SYSTEMS, INC.** By:
______________________
 By:
_________________________  Title:
 Title:
 By:
______________________
 By:
______________________   Title:
 Title:
 
 
 
  
 J:\gina\-04
agreements\04 236 Level 8 Systems Inc Letter Agreement (2/25/05)
 **
 *New
York Branches*
 
 1177
Avenue of the Americas New York NY 10036-2790
 T. 212
782 2000 F. 212 782 2222 www.hapoalimusa.com