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                                                                   Exhibit 10.6A

                              EMPLOYMENT AGREEMENT

AGREEMENT dated April 2, 1998, by and between Level 8 Technologies, Inc., a New
York corporation ("Level 8") and Gonen Ziv ("Executive").

BACKGROUND Level 8 desires to employ Executive as a Vice President Technical
Services of Level 8, and Executive desires to be employed by Level 8 as a Level
8 Vice President Technical Services, upon the terms and conditions herein
stated.

NOW THEREFORE, INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
covenants and agreements stated below, Executive and Level 8 agree as follows:

1.    Employment and Term. Level 8 hereby employs Executive and Executive
      accepts such employment, subject to all the terms and conditions of this
      Agreement, for a term of three (3) years beginning with the date of [the
      merger] (the `Commencement Date"), unless sooner terminated in accordance
      with other provisions hereof.

2.    Duties.

      Executive shall be employed as a Vice President Technical Services of
      Level 8 and shall perform such duties and functions and hold such
      positions as the Board of Directors of Level 8 shall from time to time
      determine and in the performance of his duties, comply with the policies
      of and be subject to the reasonable direction of the Board of Directors of
      Level 8 and the Chief Operating Officer.

      2.1 Executive agrees to devote his entire working time, attention and
      energies to the performance of the business of Level 8; and Executive
      shall not, directly or indirectly, alone or as a member of any
      partnership, or as an officer, director or employee of any other
      corporation, partnership or other organization, be actively engaged in or
      concerned with any other duties or pursuits which interfere with the
      performance of his duties hereunder, or which, even if not interfering,
      may be inimical to or contrary to the best interest of Level 8.

      2.3 Executive agrees that the "Proprietary Information and Inventions
      Agreement" annexed hereto as Exhibit "A' and made a part hereof shall be
      deemed to be a part of this Employment Agreement.

3.    Compensation, Benefits and Exgenses.

      3.1 Salary. Level 8 shall pay Executive as his base compensation for all
      services rendered hereunder an annual gross salary of One Hundred Twenty
      Thousand Dollars ($120,000), payable no less frequently than monthly.
      Level 8 shall deduct or cause to be deducted from such salary all taxes
      and amounts required by law to be withheld. The base salary paid to the
      Executive shall be reviewed yearly by the Chief Operating Officer which
      shall take into account the productivity of Level 8, available resources,
      the performance of Executive, the cost of living and other factors deemed
      relevant; however the Chief Operating Officer shall have no obligation to
      make any adjustments in the salary of the Executive.

      Performance Bonus. The Board of Directors and Chief Operating Officer of
      Level 8 shall establish a performance bonus for the Executive each fiscal
      year based on the then current


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      responsibilities of the Executive. The Bonus shall be determined based on
      sales of X*IPC. The following is the method of calculating the Bonus. The
      calculation is done Quarterly and will be based on Quarterly Sales of
      X*IPC only not including any maintenance fees. Up to $500,000 in X*IPC
      sales the bonus will be 0%. From $500,001 to $2,000,000 in X*IPC sales the
      bonus will be 0.75% of X*IPC Sales. From $2,000,001 and up in X*IPC sales
      the bonus will be 1.5% of X*IPC sales, retroactive to the first dollar.

      3.3 Benefits. Executive shall be entitled to participate and shall be
      included in any vacation, savings, pension, profit sharing, group
      insurance, disability or similar plan or program of Level 8 that is
      established for the Company employees, to the extent he is eligible under
      the general provisions thereof. Executive shall receive Three (3) week
      vacation per year as part of this agreement.

      3.4 Business Expenses. Executive shall be reimbursed by Level 8 for all
      actual, ordinary, necessary and reasonable expenses incurred by Executive
      in the course of his performance of services hereunder. Executive shall
      keep an itemized account of such expenses to be rendered to Level 8
      monthly in accordance with the Company's travel and living policy.

4.    Stock Options. As an inducement to Executive to accept employment and as
      an incentive for Executive to enhance the value of Level 8 Systems, Inc.
      stock, Level 8 Systems, Inc. agrees to provide the Executive with 30,000
      stock options. The stock options will vest 25% immediately and 25% each
      year over the next three years. The stock options will be granted at fair
      value in accordance with Level 8 Systems, Inc.'s stock option program. For
      any change of control of Level 8 Systems all stock options will vest
      immediately.

5.    Termination.

      5.1 Termination by Death. If Executive dies, Executive's employment and
      his rights to salary and benefits in accordance with Section 3 hereunder
      shall terminate as of the date of death.

      5.2 Termination by Disability. If Executive becomes disabled, Executive
      shall continue to receive all of his compensation and benefits in
      accordance with Section 3 for a period of three (3) months following the
      Onset of Disability (as defined in this section). Any amounts due to
      Executive under this section 5.2 shall be reduced, dollar-for-dollar, by
      any amounts received by Executive under any disability insurance policy or
      plan provided to Executive by Level 8. `Onset of Disability' means the
      first day on which Executive shall be unable to attend to the regular
      affairs of Level 8 on a full time basis by reason of physical or mental
      incapacity, sickness or infirmity. If Executive remains disabled for three
      (3) months following the Onset of Disability, Level 8 may terminate the
      Executive's employment and his right to further compensation and benefits
      under Section 3.

      5.3 Termination for Cause. Level 8 may terminate Executive's employment
      and his rights to compensation and benefits in accordance with Section 3
      hereunder for Cause (as defined in this Section), except that Executive
      shall be entitled to any unpaid portion of his salary and accrued benefits
      under Section 3 hereof up to the date of termination. For the purpose of
      this Agreement, "Cause" shall mean, (a) willful misconduct in connection
      with the Executive's employment (b) willful failure to perform his
      employment responsibilities in the best interest of Level 8 (including,
      without limitation, breach by the Executive of any provision of any
      employment, nondisclosure, non-competition or other similar agreement
      between the Executive and Level 8), (c) an act or omission by Executive
      constituting a felony or resulting or intended to result directly or
      indirectly


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      in material gain to or material personal enrichment of Executive at Level
      8's expense or (d) Executive's habitual drunkenness or misuse of drugs.

      5.4 Termination By Company Other than for Cause. Level 8 may upon prior
      three (3) months written notice to Executive terminate Executive's
      employment hereunder without Cause. Executive shall be entitled to any
      unpaid portion of his salary and accrued benefits under Section 3 hereof
      up to the date of termination. Upon such written notice, Executive may, at
      his option, elect to terminate employment at an earlier date and receive
      pay and benefits for the duration of the notice period.

      5.5 Termination by Executive. Executive may upon prior three (3) months
      written notice to Level 8 terminate Executive's employment hereunder. Upon
      such written notice, Level 8 may, at its option, elect to terminate at an
      earlier date Executive's employment and his right to compensation and
      benefits in accordance with Section 3 hereunder.

      5.6 Procedure upon Termination. Upon termination of his employment,
      Executive shall promptly return to Level 8 all materials and property of
      Level 8.

6.    Non-Competition: Confidentiality. During the term of this Agreement and
      for a period of one year thereafter, Executive agrees not to engage in any
      business activity which is in competition with business conducted by Level
      8 and/or its affiliates. Executive shall keep in confidence, and shall not
      divulge or use any information of Level 8 and or its Affiliates which is
      confidential by its nature except for purposes of performing his
      obligation hereunder.

7.    Non-Solicitation. Executive agrees that he will not, during the term of
      his employment with Level 8 and for a period of one year thereafter
      directly or indirectly, individually or on behalf of other persons, aid or
      endeavor to solicit or induce: (a) any employees or consultants of Level 8
      or its Affiliates to leave their positions with Level 8 and or its
      Affiliates in order to accept a position with another person or entity; or
      (b) any clients of Level 8 or its Affiliates to purchase products or
      services sold or provided by Level 8 or its Affiliates from another person
      or entity. Executive will not otherwise in any manner interfere with the
      business of Level 8 or any other clients or customers of Level 8, or its
      business or business relationships with any of its clients or customers or
      any other person.

8.    Applicable Law. This Agreement shall be governed by and construed in
      accordance with the Laws of, and litigated in the State of New York
      without regard to the conflict of laws rules thereof.

9.    Notices. All notices, consents or other communications required or
      permitted to be given under this Agreement shall be in writing and shall
      be deemed to have been duly given (a) when delivered personally, (b) five
      business days after being mailed by first class certified mail, return
      receipt requested, or (c) two business days after being sent by a
      nationally recognized express courier service, to the parties at their
      respective addresses as follows: if to Level 8, at Arik Kilman, Chief
      Operating Officer, 1 Penn Plaza, Suite 3401, New York, NY 101 19, and if
      to Executive, Gonen Ziv at, 628 Norwood Drive, Westfield, NJ 07090. In the
      event of a change in address each party shall notify the other in writing
      of the change.

10.   Other Provisions. This Agreement sets forth the entire understanding of
      the parties hereto with respect to the subject matter hereof and
      supersedes all prior and contemporaneous, oral or written, expressed or
      implied, agreements and understandings. This Agreement shall not be
      modified or terminated except in writing. No action taken by Level 8
      hereunder, including without limitation


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      any waiver, consent or approval, shall be effective unless approved by the
      Chief Operating Officer or the President and Chief Technology Officer of
      Level 8. Neither the failure nor the delay on the part of either party to
      exercise any right, remedy, power or privilege under this Agreement shall
      operate as a waiver thereof, nor shall any single or partial exercise of
      any right, remedy, power or privilege with respect to any occurrence be
      construed as a waiver of such right, remedy, power or privilege with
      respect to any occurrence. No waiver shall be effective unless it is in
      writing and is signed by the party asserted to have granted such waiver.
      Any headings preceding the text of any of the Sections or Subsections of
      this Agreement are inserted for the convenience of reference only, and
      shall neither constitute a part of this Agreement nor affect its
      construction, meaning or effect.

WITNESS THE DUE EXECUTION AND DELIVERY HEREOF on the date first above written.

Level 8 Technologies, Inc.


BY: /s/ Arik Kilman
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    Arik Kilman, CEO

    EXECUTIVE


    /s/ Gonen Ziv
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    Gonen Ziv


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