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                                                                    Exhibit 10.8
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                             EMPLOYMENT AGREEMENT
                             --------------------

     This Employment Agreement (the "Agreement") is made and entered into this
____day of March, 2001, by and between LEVEL 8 SYSTEMS, INC., a Delaware
corporation (the "Company"), and Arik Kilman, a resident of the Country of
Israel (the "Employee").

     In consideration of the mutual covenants, promises and conditions set forth
in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Employment. The Company hereby employs Employee and Employee hereby accepts
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     such employment upon the terms and conditions set forth in this Agreement.

2.   Duties of Employee. Employee"s title will be Chief Strategy Officer.
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     Employee will be based in New York. Employee agrees to perform and
     discharge such other duties as may be assigned to Employee from time to
     time by the Company to the reasonable satisfaction of the Company, and such
     duties will be consistent with those duties regularly and customarily
     assigned by the Company to the position of Chief Strategy Officer. Employee
     also agrees to comply with all of the Company's policies, standards and
     regulations and to follow the instructions and directives as promulgated by
     the Board of Directors of the Company. Employee will devote Employee's full
     professional and business-related time, skills and best efforts to such
     duties and will not, during the term of this Agreement, be engaged (whether
     or not during normal business hours) in any other business or professional
     activity, whether or not such activity is pursued for gain, profit or other
     pecuniary advantage, without the prior written consent of the Board of
     Directors. This Section will not be construed to prevent Employee from (a)
     investing personal assets in businesses which do not compete with the
     Company in such form or manner that will not require any services on the
     part of Employee in the operation or the affairs of the companies in which
     such investments are made and in which Employee's participation is solely
     that of an investor; (b) purchasing securities in any corporation whose
     securities are listed on a national securities exchange or regularly traded
     in the over-the-counter market, provided that Employee at no time owns,
     directly or indirectly, in excess of one percent (1%) of the outstanding
     stock of any class of any such corporation engaged in a business
     competitive with that of the Company; or (c) participating in conferences,
     preparing and publishing papers or books, teaching or joining or
     participating in any professional associations or trade group.

3.   Term. The term of this Agreement will be at-will, and can be terminated by
     ----
     either party at any time, with or without cause, subject to the provisions
     of Section 4 of this Agreement.
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4.   Termination.
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     (a)  Termination by Company for Cause. The Company may terminate this
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          Agreement and all of its obligations hereunder immediately, including
          the obligation to pay Employee severance, vacation pay or any further
          benefits or remuneration, if any of the following events occur:

          (i)   Employee materially breaches any of the terms or conditions set
                forth in this Agreement and fails to cure such breach within ten
                (10) days after Employee's receipt from the Company of written
                notice of such breach (notwithstanding the foregoing, no cure
                period shall be applicable to breaches by Employee of Sections
                6, 7 or 8 of this Agreement);

          (ii)  Employee commits any other act materially detrimental to the
                business or reputation of the Company;

          (iii) Employee engages in dishonest or illegal activities or commits
                or is convicted of any crime involving fraud, deceit or moral
                turpitude; or

          (iv)  Employee dies or becomes mentally or physically incapacitated or
                disabled so as to be unable to perform Employee's duties under
                this Agreement even with a reasonable accommodation. Without
                limiting the generality of the foregoing, Employee's inability
                adequately to perform services under this Agreement for a period
                of sixty (60) consecutive days will be conclusive evidence of
                such mental or physical incapacity or disability, unless such
                inability adequately to perform services under this Agreement is
                pursuant to a mental or physical incapacity or disability
                covered by the Family Medical Leave Act, in which case such
                sixty (60)-day period shall be extended to a one hundred and
                twenty (120)-day period.

     b)   Termination by Company Without Cause. The Company may terminate
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          Employee's employment pursuant to this Agreement for reasons other
          than those stated in Section 4(a) upon at least thirty (30) days'
          prior written notice to Employee. In the event Employee's employment
          with the Company is terminated by the Company without cause, the
          Company shall be obligated to pay Employee a lump sum severance
          payment equal to two (2) years of Employee's then base salary payable
          within thirty (30) days of the date of termination. Other than the
          severance payment set forth in this Section 4(b), Employee will be
          entitled to receive no further cash remuneration and will not be
          entitled to participate in any Company benefit programs following his
          termination by the Company, whether such termination is with or
          without cause. Furthermore, should Employee's employment with the
          Company be terminated without cause, Employee shall be entitled to an
          award of 250,000 shares of the Company's Common Stock.

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          Employee shall not be entitled to any further remuneration of any kind
          whatsoever for his termination without cause.

     c)   Termination by Employee for Cause. In the event there occurs a
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          substantial change in the Employee's job duties, there is a decrease
          in or a failure to provide the compensation or vested benefits under
          this Agreement or there is a change in control of the Company,
          Employee shall have the right to resign his employment and will be
          entitled to receive a severance payment equal to an award of 250,000
          shares of the Company's common stock. For avoidance of doubt, this
          award shall be in lieu of the 250,000 shares awarded Employee under
          section 4(b) above. Employee shall have thirty (30) days from the date
          written notice is given to Employee about either (a) the change in his
          duties or (b) the announcement and closing of a transaction resulting
          in a change in control of the Company to resign or this Section 4(c)
          shall not apply. In the event Employee resigns from the Company for
          any other reason, Employee will not be entitled to receive or accrue
          any further Company benefits or other remuneration under this
          Agreement, and Employee specifically agrees that he will not be
          entitled to receive any severance pay or any further stock awards.

          For  purposes of this section, a change in control shall be deemed to
          have occurred if any of the following occur:

          i)   the merger or consolidation of the Company with or into another
               unaffiliated entity, or the merger of another unaffiliated entity
               into the Company or another subsidiary thereof with the effect
               that immediately after such transaction the stockholders of the
               Company immediately prior to such transaction hold less than
               fifty (50%) of the total voting power of all securities generally
               entitled to vote in the election of directors, managers or
               trustees of the entity surviving such merger or consolidation;

          ii)  the sale or transfer of more than 51% of the Company's then
               outstanding voting stock (other than a restructuring event which
               results in the continuation of the Company's business by an
               affiliated entity) to unaffiliated person or group (as such term
               is used in Section 13(d)(3) of the Securities Exchange Act of
               1934, as amended); or

          iii) the adoption by the stockholders of the Company of a plan
               relating to the liquidation or dissolution of the Company.

5.   Compensation and Benefits.
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     a)   Annual Salary. During the term of this Agreement and for all services
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          rendered by Employee under this Agreement, the Company will pay
          Employee a base salary of Five Hundred Thousand Dollars ($500,000.00)
          per annum in equal bi-weekly installments. Such annual salary will be
          subject to adjustments by any increases given in the normal course of
          business.

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     b)   Incentive Compensation. Employee shall be eligible to receive
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          incentive compensation in the form of an annual cash bonus to be
          determined in the sole discretion of the Compensation Committee of the
          Board of Directors. In determining the amount of this cash bonus the
          Committee shall take into consideration the attainment of certain
          goals by Employee as set by the Board of Directors.

6.   Vacation. Employee shall be eligible for four (4) weeks of paid vacation
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     annually, provided that such vacation is scheduled at such times that do
     not interfere with the Company's legitimate business needs.

7.   Other Benefits. Employee will be entitled to such fringe benefits as may be
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     provided from time-to time by the Company to its employees, including, but
     not limited to, group health insurance, life and disability insurance, and
     any other fringe benefits now or hereafter provided by the Company to its
     employees, if and when Employee meets the eligibility requirements for any
     such benefit. The Company reserves the right to change or discontinue any
     employee benefit plans or programs now being offered to its employees;
     provided, however, that all benefits provided for employees of the same
     position and status as Employee will be provided to Employee on an equal
     basis.

8.   Business Expenses. Employee will be reimbursed for all reasonable expenses
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     incurred in the discharge of Employee's duties under this Agreement
     pursuant to the Company's standard reimbursement policies.

9.   Withholding. The Company will deduct and withhold from the payments made to
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     Employee under this Agreement, state and federal income taxes, FICA and
     other amounts normally withheld from compensation due employees.

10.  Non-Disclosure of Proprietary Information. Employee recognizes and
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     acknowledges that the Trade Secrets (as defined below) and Confidential
     Information (as defined below) of the Company and its affiliates and all
     physical embodiments thereof (as they may exist from time-to-time,
     collectively, the 'Proprietary Information') are valuable, special and
     unique assets of the Company's and its affiliates' businesses. Employee
     further acknowledges that access to such Proprietary Information is
     essential to the performance of Employee's duties under this Agreement.
     Therefore, in order to obtain access to such Proprietary Information,
     Employee agrees that, except with respect to those duties assigned to him
     by the Company, Employee shall hold in confidence all Proprietary
     Information and will not reproduce, use, distribute, disclose, publish or
     otherwise disseminate any Proprietary Information, in whole or in part, and
     will take no action causing, or fail to take any action necessary to
     prevent causing, any Proprietary Information to lose its character as
     Proprietary Information, nor will Employee make use of any such information
     for Employee's own purposes or for the benefit of any person, firm,
     corporation, association or other entity (except the Company) under any
     circumstances.

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     For purposes of this Agreement, the term "Trade Secrets" means information,
     including, but not limited to, any technical or nontechnical data, formula,
     pattern, compilation, program, device, method, technique, drawing, process,
     financial data, financial plan, product plan, list of actual or potential
     customers or suppliers, or other information similar to any of the
     foregoing, which derives economic value, actual or potential, from not
     being generally known to, and not being readily ascertainable by proper
     means by, other persons who can derive economic value from its disclosure
     or use. For purposes of this Agreement, the term "Trade Secrets" does not
     include information that Employee can show by competent proof (i) was known
     to Employee and reduced to writing prior to disclosure by the Company (but
     only if Employee promptly notifies the Company of Employee's prior
     knowledge); (ii) was generally known to the public at the time the Company
     disclosed the information to Employee; (iii) became generally known to the
     public after disclosure by the Company through no act or omission of
     Employee; or (iv) was disclosed to Employee by a third party having a bona
     fide right both to possess the information and to disclose the information
     to Employee. The term "Confidential Information" means any data or
     information of the Company, other than trade secrets, which is valuable to
     the Company and not generally known to competitors of the Company. The
     provisions of this Section 6 will apply to Trade Secrets for so long as
     such information remains a trade secret and to Confidential Information
     during Employee's employment with the Company and for a period of two (2)
     years following any termination of Employee's employment with the Company
     for whatever reason.

11.  Non-Solicitation Covenants. Employee agrees that during Employee's
     --------------------------
     employment by the Company and for a period of one (1) year following the
     termination of Employee's employment for whatever reason, Employee will
     not, directly or indirectly, on Employee's own behalf or in the service of
     or on behalf of any other individual or entity, divert, solicit or attempt
     to divert or solicit any individual or entity (i) who is a client of the
     Company at any time during the six (6)-month period prior to Employee's
     termination of employment with the Company ("Client"), or was actively
     sought by the Company as a prospective client, and (ii) with whom Employee
     had material contact while employed by the Company to provide similar
     services or products as such provided by Employee for the Company to such
     Clients or prospects. Employee further agrees and represents that during
     Employee's employment by the Company and for a period of one (1) year
     following any termination of Employee's employment for whatever reason,
     Employee will not, directly or indirectly, on Employee's own behalf or in
     the service of, or on behalf of any other individual or entity, divert,
     solicit or hire away, or attempt to divert, solicit or hire away, to or for
     any individual or entity which is engaged in providing similar services or
     products to that provided by the

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     Company, any person employed by the Company for whom Employee had
     supervisory responsibility or with whom Employee had material contact while
     employed by the Company, whether or not such employee is a full-time
     employee or temporary employee of the Company, whether or not such employee
     is employed pursuant to written agreement and whether or not such employee
     is employed for a determined period or at-will. For purposes of this
     Agreement, "material contact" exists between Employee and a Client or
     potential Client when (1) Employee established and/or nurtured the Client
     or potential Client; (2) the Client or potential Client and Employee
     interacted to further a business relationship or contract with the Company;
     (3) Employee had access to confidential information and/or marketing
     strategies or programs regarding the Client or potential Client; and/or (4)
     Employee learned of the Client or potential Client through the efforts of
     the Company providing Employee with confidential Client information,
     including but not limited to the Client's identify, for purposes of
     furthering a business relationship.

12.  Existing Restrictive Covenants. Except as provided in Exhibit B, Employee
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     has not entered into any agreement with any employer or former employer (a)
     to keep in confidence any confidential information or (b) to not compete
     with any former employer. Employee represents and warrants that Employee's
     employment with the Company does not and will not breach any agreement
     which Employee has with any former employer to keep in confidence
     confidential information or not to compete with any such former employer.
     Employee will not disclose to the Company or use on its behalf any
     confidential information of any other party required to be kept
     confidential by Employee.

13.  Return of Proprietary Information. Employee acknowledges that as a result
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     of Employee's employment with the Company, Employee may come into the
     possession and control of Proprietary Information, such as proprietary
     documents, drawings, specifications, manuals, notes, computer programs, or
     other proprietary material. Employee acknowledges, warrants and agrees that
     Employee will return to the Company all such items and any copies or
     excerpts thereof, and any other properties, files or documents obtained as
     a result of Employee's employment with the Company, immediately upon the
     termination of Employee's employment with the Company.

14.  Proprietary Rights. During the course of Employee's employment with the
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     Company, Employee may make, develop or conceive of useful processes,
     machines, compositions of matter, computer software, algorithms, works of
     authorship expressing such algorithm, or any other discovery, idea,
     concept, document or improvement which relates to or is useful to the
     Company's Business (the "Inventions"), whether or not subject to copyright
     or patent protection, and which may or may not be

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     considered Proprietary Information. Employee acknowledges that all such
     Inventions will be "works made for hire" under United States copyright law
     and will remain the sole and exclusive property of the Company. Employee
     also hereby assigns and agrees to assign to the Company, in perpetuity, all
     right, title and interest Employee may have in and to such Inventions,
     including without limitation, all copyrights, and the right to apply for
     any form of patent, utility model, industrial design or similar proprietary
     right recognized by any state, country or jurisdiction. Employee further
     agrees, at the Company's request and expense, to do all things and sign all
     documents or instruments necessary, in the opinion of the Company, to
     eliminate any ambiguity as to the ownership of, and rights of the Company
     to, such Inventions, including filing copyright and patent registrations
     and defending and enforcing in litigation or otherwise all such rights.

     Employee will not be obligated to assign to the Company any Invention made
     by Employee while in the Company's employ which does not relate to any
     business or activity in which the Company is or may reasonably be expected
     to become engaged, except that Employee is so obligated if the same relates
     to or is based on Proprietary Information to which Employee will have had
     access during and by virtue of Employee's employment or which arises out of
     work assigned to Employee by the Company. Employee will not be obligated to
     assign any Invention which may be wholly conceived by Employee after
     Employee leaves the employ of the Company, except that Employee is so
     obligated if such Invention involves the utilization of Proprietary
     Information obtained while in the employ of the Company. Employee is not
     obligated to assign any Invention that relates to or would be useful in any
     business or activities in which the Company is engaged if such Invention
     was conceived and reduced to practice by Employee prior to Employee's
     employment with the Company. Employee agrees that any such Invention is set
     forth on Exhibit "A" to this Agreement.

15.  Remedies. Employee agrees and acknowledges that the violation of any of the
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     covenants or agreements contained in Sections 6, 7, and 10 of this
     Agreement would cause irreparable injury to the Company, that the remedy at
     law for any such violation or threatened violation thereof would be
     inadequate, and that the Company will be entitled, in addition to any other
     remedy, to temporary and permanent injunctive or other equitable relief
     without the necessity of proving actual damages or posting a bond.

16.  Severability. In case one or more of the provisions contained in this
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     Agreement is for any reason held to be invalid, illegal or unenforceable in
     any respect, the parties agree that it is their intent that the same will
     not affect any other provision in this Agreement, and this Agreement will
     be

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     construed as if such invalid or illegal or unenforceable provision had
     never been contained herein. It is the intent of the parties that this
     Agreement be enforced to the maximum extent permitted by law.

17.  Entire Agreement. This Agreement embodies the entire agreement of the
     ----------------
     parties relating to the subject matter of this Agreement and supersedes all
     prior agreements, oral or written, regarding the subject matter hereof. No
     amendment or modification of this Agreement will be valid or binding upon
     the parties unless made in writing and signed by the parties.

18.  Governing Law. This Agreement is entered into and will be interpreted and
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     enforced pursuant to the laws of the State of New Jersey. The parties
     hereto hereby agree that the appropriate forum and venue for any disputes
     between any of the parties hereto arising out of this Agreement shall be
     any federal court in the state where the Employee has his principal place
     of residence and each of the parties hereto hereby submits to the personal
     jurisdiction of any such court. The foregoing shall not limit the rights of
     any party to obtain execution of judgment in any other jurisdiction. The
     parties further agree, to the extent permitted by law, that a final and
     unappealable judgment against either of them in any action or proceeding
     contemplated above shall be conclusive and may be enforced in any other
     jurisdiction within or outside the United States by suit on the judgment, a
     certified exemplified copy of which shall be conclusive evidence of the
     fact and amount of such judgment.

19.  Surviving Terms. Sections 4, 6, 7, 10, 11 and 14 of this Agreement shall
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     survive termination of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.

COMPANY:                                        EMPLOYEE:

LEVEL 8 SYSTEMS, INC.



By: ____________________________                _______________________________
                                                Arik Kilman

Title: _________________________

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                                   EXHIBIT A

                                  INVENTIONS



Employee represents that there are no Inventions.



                                                _________________
                                                Employee Initials

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                                   EXHIBIT B

                        EXISTING RESTRICTIVE COVENANTS

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