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                                                                   EXHIBIT 10.24

                                PROMISSORY NOTE

$ 495,000                                                   Cary, North Carolina

                                                                October 25, 2000


FOR VALUE RECEIVED, Samuel Somech (hereafter, the "Maker") promises to pay to
the order of Level 8 Systems, Inc., a Delaware corporation (hereafter, the
"Lender"), at 8000 Regency Parkway, Cary, North Carolina 27511, or at such place
as the Lender may designate and notify the Maker, without grace except as
expressly provided herein, in lawful money of the United States of America,
which shall at the time of payment be legal tender in payment of all debts and
dues, public and private, Four Hundred Ninety-Five Thousand and No/100 Dollars
($495,000.00), together with simple interest accruing daily for the actual
number of days elapsed (including the first but not the last) at 1/365th of the
annual rate of interest stated below subject to adjustment as provided below:

INTEREST RATE:
Interest shall accrue on the daily unpaid principal balance from the date hereof
until paid in full at six and one half percent (6.5%) per annum rate of
interest.

PAYMENTS:
All amounts payable hereunder shall be due and payable as follows:

Optional prepayments may be made by the Maker in whole or in part at any time
and from time to time without premium or penalty.  The principal balance and all
accrued interest thereon is due and payable in five (5) equal annual payments,
commencing on March 1, 2001.  Each payment shall be deducted from Maker's annual
bonus payment to occur on or about March 1, of each calendar year until fully
paid.  If Maker retires from the Company payments on the note shall be deducted
ratably over the life of his retirement payout as set forth in that certain
retirement agreement dated February 26, 1999 between Maker and the Company.  At
Maker's option upon his retirement in order to halt the accrual of interest,
Maker may elect to forego any payments under his retirement agreement to satisfy
the then outstanding balance of the Note, in which event, Maker shall have no
further obligations hereunder.  Each payment made on this note, whether required
or optional, will first reduce unpaid earned interest, and then the unpaid
principal balance.

INTEREST AND CHARGES:  The only charge imposed by the Lender for the use of
money in connection with the loan evidenced by this note is and shall be the
interest expressed in this note, at the rate set forth in this note which rate
of interest at the date hereof expressed in simple interest terms is six and one
half percent (6.5%) per annum.  Commencing on the date of maturity of the note
(whether by acceleration or otherwise) interest shall accrue on the outstanding
principal balance of the note at the applicable interest rate which otherwise
would be in effect thereunder, plus two percent (2%).  No matter how the
interest rate is computed, it will never be higher than the highest rate allowed
by law.
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ACCELERATION: Repayment of this note shall accelerate upon the occurrence of
the death of the Maker or upon the termination of Maker's employment with the
Company for reasons other than his retirement, in which case the unpaid
principal balance and all accrued but unpaid interest thereon shall become due
and payable in full on the 180th day after the day on which one of the above
occurs.  Company agrees to maintain life insurance at a reasonable rate on the
life of Maker in the amount of the Note.

SET-OFF: The Lender has the right to set off any amount the Maker owes the
Lender under this note and that is then due and payable against any right the
Maker has to receive money from the Lender.

DEFAULT: The Maker will be in default if any one or more of the following
occur (each an "Event of Default"):

     (1)  the Maker fails to make a payment on time or in the amount due, which
          failure continues uncured ten (10) days after Maker's receipt of
          written notice from the Lender specifying such failure; or

     (2)  the Maker goes into bankruptcy, whether through the Maker's own choice
          or not, or makes an assignment for the benefit of creditors, or admits
          his inability to pay his debts as they become due.

REMEDIES: If an Event of Default occurs, the Lender has the following remedies:

     (1)  the Lender may, without further notice, accelerate the due date on
          this note and all unpaid principal, interest, and all other charges
          immediately shall be due and payable;

     (2)  the Lender may set-off this debt against any right the Maker has to
          the payment of money from the Lender;

     (3)  the Lender may demand security or that new parties become obligated to
          pay this note;

     (4)  the Lender may make use of any remedy the Lender has under state or
          federal law; and

     (5)  the Lender may make use of any remedy given to the Lender in any
          agreement securing or entered into in connection with this note.

     By selecting any one or more of these remedies the Lender does not give up
his right to later use any other remedy. By deciding not to use any remedy
should the Maker default, the Lender does not waive his right to later consider
the event an Event of Default if it happens again.

WAIVER: The Maker gives up his rights to require the Lender to do certain
things.  The Maker will not require the Lender to:

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     (1)  except as expressly provided in this note, demand payment of amounts
          due (presentation);

     (2)  obtain official certification of nonpayment (protest); or

     (3)  except as expressly provided in this note, give notice that amounts
          due have not been paid (notice of dishonor).

ATTORNEYS' FEES: If the Maker defaults, the Maker will pay all of the Lender's
reasonable expenses in the collection of this note including reasonable,
documented attorney's fees actually incurred by the Lender, if this note is
collected by law or through an attorney at law.

ADDITIONAL PARTIES AND SECURITY: The Lender may sue the Maker, or any one else
who is obligated on this note, to collect this note.  The Lender may, without
notice, release any cosigner, release or substitute secured property, fail to
perfect any security interest or otherwise impair the secured property, or waive
any right the Lender may have against any one obligated on this note and the
Maker will still be obligated to pay this note.  Extending new credit or
renewing or modifying this note will not affect the Maker's duty to pay this
note.  If any one obligated on this note has his or her obligation discharged in
bankruptcy, this fact will not affect the obligation of any other person who has
agreed to pay this note.

INVESTMENT INTENT: By accepting this note, the Lender represents and warrants
that the Lender is acquiring this note for the Lender's own account for
investment and not for distribution in any manner that would violate applicable
securities laws, but without prejudice to the Lender's right in the future to
dispose of this note or to foreclose on the collateral securing this note, in
accordance with such laws.

APPLICABLE LAW: This note shall be governed by and construed under the internal
laws of the State of North Carolina.

NOTICE: Time is of the essence of this note.  All notices and other
communications hereunder shall be in writing.  Notices in writing shall be
delivered personally or sent by certified or registered mail, postage pre-paid,
or by overnight courier, or facsimile transmission and shall be deemed received
when actually received by the addressee or, if sooner, in the case of personal
delivery, when delivered, in the case of mailing, when receipted for, in the
case of overnight delivery, on the next business day after delivery to the
courier, and in the case of facsimile transmission, upon transmittal if during
regular business hours at the destination or at the open of the next business
day, provided that in the case of notices to the Lender, notice shall be deemed
to have been given only when such notice is actually received by the Lender.

Notices to either party shall be sent to it at the address set forth below, or
any other address of which such party notifies all the other parties in writing.

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If to Maker:  Samuel Somech
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              ________________________

              ________________________

              ________________________

              Fax:____________________


If to Lender: Level  8 Systems, Inc.
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              8000 Regency Parkway
              Cary, North Carolina 27511
              Attn: Dennis McKinnie
              Fax: (919) 461-2690

IN WITNESS WHEREOF, the undersigned has executed, sealed and delivered this note
as of the date hereof.


                                                 __________________________
                                                 Samuel Somech

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