EXHIBIT 10.29


7



                    SEPARATION AGREEMENT AND GENERAL RELEASE
                    ----------------------------------------



     This Separation Agreement and General Release (this "Agreement") is made by
and  between Arik Kilman ("Employee") and Level 8 Systems, Inc. (the "Company").

     The  Company  and  Employee  desire  to  effect  a  severance of Employee's
employment  with  the  Company  on  the  terms  and conditions set forth in this
Agreement.  The Company and Employee agree that it is in their best interests to
settle  any and all matters that might arise out of Employee's former employment
with  the Company.  Therefore, in consideration of the mutual promises contained
in  this  Agreement,  the  Company  and  Employee  agree  to  the  following:

     1.     SEVERANCE.  By  executing this Agreement, Employee acknowledges that
            ----------
his  employment  relationship  with the Company will terminate as of May 7, 2001
(the  "Termination  Date").  Employee  shall also immediately resign his seat on
the Board of Directors of Level 8 Systems, Inc. and will not seek re-election to
that  Board.

     2.     SEVERANCE  ARRANGEMENT.  In  full  consideration  and  as  material
            -----------------------
inducement  for  Employee  to  execute  this Agreement, and in full and complete
settlement  of  any  and  all  claims (including any claim Employee may have for
attorneys'  fees,  expenses  and  costs),  the  Company  will:

a.     Pay  Employee  a total of $750,000 (which amount includes payment in lieu
of  60 days accrued vacation, accrued salary and amounts otherwise payable under
section  4(b)  of  the  Employment Agreement referred to below) in the following
manner:  $600,000  on  the  ninth  day after the execution of this Agreement and
$150,000  on  the  forty-fifth day after the ninth day.  The parties acknowledge
that  Employee  has  been  rendering  service  to the Company solely outside the
United States under the March 21, 2001 Employment Agreement between Employee and
Company  (it  being understood that Employee has spent time in the United States
under  the terms of that Employment Agreement to attend meetings of the Board of
Directors  in his role as a Director).  Therefore, it is agreed that there shall
be  no withholding taxes from, or with respect to, any payment or issuance under
section  2(a)  or  2(c).  Employee agrees that should the Company be required to
pay  any  taxes  or penalties or interest on this payment, he hereby indemnifies
the Company against that payment and will promptly reimburse the Company for any
such  payment  (it being agreed that (i) the Company shall not take any position
inconsistent with, and Employee shall be entitled to prompt notice of any actual
or  threatened  claim  or challenge by any taxing authority with respect to, the
position  set forth in the third sentence of this section 2(a) (the "Position"),
and  (ii)  Employee shall be entitled to participate in, and control the defense
of  any  such  proceeding  with  respect  to the Position, and the Company shall
cooperate  with  Employee  in  connection  therewith).

b.     Reimburse Employee in accordance with the Company's expense reimbursement
policies  for  all  normal  business  expenses incurred by Employee prior to the
Termination  Date.

c.     On the ninth day after the execution of this Agreement, issue to Employee
250,000  shares  of  the  Company's  common  stock.

d.     The  Company  acknowledges that the furniture in the Company apartment in
New  York  with  the  exception  of  the  "big  bed" is the personal property of
Employee.  Employee  shall have thirty (30) days from the date of this Agreement
to remove the furniture from the apartment.  At that time, Employee shall return
the  keys  to  the  apartment  to  the  Director  of  HR  for  the  Company.

If  Employee  does  not  revoke this Agreement and the Company fails to make any
payment  or effect any issuance in accordance with this section 2, Employee may,
by notice given to the Company at any time after such failure and upon Company's
failure  to  cure said non-payment or non-issuance within ten days after receipt
of  notice,  revoke  this  Agreement in its entirety, and, immediately upon such
revocation,  this  Agreement  shall  be  deemed  void  ab  initio.

     3.     GENERAL  RELEASE.  As  a material inducement to the Company to enter
            -----------------
into  this  Agreement, Employee hereby irrevocably and unconditionally releases,
acquits  and  forever  discharges  the Company and each of the Company's owners,
stockholders,  predecessors,  successors,  assigns, agents, directors, officers,
employees,  representatives,  attorneys,  parent  companies,  divisions,
subsidiaries,  affiliates  (and  agents,  directors,  officers,  employees,
representatives  and attorneys of such parent companies, divisions, subsidiaries
and affiliates) and all persons acting by, through, under or in concert with any
of  them  (collectively  "Releasees"),  from  any  and  all charges, complaints,
claims,  liabilities, obligations, promises, agreements, controversies, damages,
actions,  causes  of  action,  suits, rights, demands, costs, losses, debts, and
expenses  of  any nature whatsoever, known or unknown, suspected or unsuspected,
including,  but  not  limited  to,  rights  arising out of alleged violations or
breaches  of  any  contracts,  express  or  implied,  or  any tort, or any legal
restrictions  on  the  Company's  right  to terminate employees, or any federal,
state or other governmental statute, regulation or ordinance, including, without
limitation:  (1)  Title  VII  of the Civil Rights Act of 1964, as amended by the
Civil  Rights  Act  of  1991,  (race,  color,  religion, sex and national origin
discrimination);  (2)  the  Americans  with  Disabilities  Act  (disability
discrimination);  (3)  42  U.S.C.   1981  (discrimination);  (4)  the  Age
Discrimination  in  Employment  Act  (29  U.S.C.    621-  624);  (5)  29  U.S.C.
206(d)(1) (equal pay); (6) Executive Order 11246 (race, color, religion, sex and
national origin discrimination); (7) Executive Order 11141 (age discrimination);
(8)  Section  503 of the Rehabilitation Act of 1973 (disability discrimination);
(9)  Employee  Retirement  Income  Security  Act  (ERISA);  (10)  intentional or
negligent  infliction  of emotional distress or "outrage;" (11) defamation; (12)
interference  with employment or contractual relations; (13) wrongful discharge;
and  (14)  invasion  of  privacy, ("Claim" or "Claims"), which Employee now has,
owns  or  holds  or  claims  to  have, own or hold or which Employee at any time
heretofore  had,  owned  or held or claimed to have, own or hold against each or
any of the Releasees at any time up to and including the date of this Agreement.
This  release  does not include those claims that cannot be waived under Federal
or  State  law  or  any  liabilities  of  Liraz  Systems  Ltd.  to  Employee.

     Company  hereby  irrevocably  and  unconditionally  releases,  acquits  and
forever  discharges  Employee  his  heirs,  representatives,  and  assigns
(collectively  "Employee  Releasees"),  from  any  and  all charges, complaints,
claims,  liabilities, obligations, promises, agreements, controversies, damages,
actions,  causes  of  action,  suits, rights, demands, costs, losses, debts, and
expenses  of  any nature whatsoever, known or unknown, suspected or unsuspected,
including,  but  not  limited  to,  rights  arising out of alleged violations or
breaches  of  any  contracts,  express  or implied, or any tort, or any federal,
state  or  other  governmental  statute,  regulation  or  ordinance.

Nothing  in  this  section 3 shall affect the rights of the parties hereunder or
the  rights  of  Employee  to  indemnification  under  the  Company's  by-laws,
certificate  of  incorporation  and  Delaware  law.

4.     CONFIDENTIALITY  AND  PROFESSIONALISM.  Employee  shall  not  make  any
       --------------------------------------
statements about the Company or its employees that reasonably could be construed
as  derogatory  to  any  of  them.  Company  agrees  that  it  will not make any
statement  concerning Employee or his performance with the Company other than as
set  forth  in this Agreement without Employee's express written permission.  In
addition,  the  Company  will not make any statement(s) concerning the Company's
performance  during  Employee's tenure as Chairman and CEO or CSO of the Company
that  could  be construed as derogatory to Employee or which reflects negatively
on  Employee's  performance  of  his  duties  while  occupying  those  offices.

     5.     AGREEMENT NOT TO DISCLOSE TRADE SECRET AND CONFIDENTIAL INFORMATION.
            --------------------------------------------------------------------
Employee  shall  not,  at  any  time,  directly  or  indirectly,  use,  publish,
disseminate  or  otherwise  disclose  any  Confidential Information to any third
party  without  the Company's prior written consent.  "Confidential Information"
shall  mean  that  secret  or  proprietary  information  of  any  kind or nature
disclosed  to  Employee  or becoming known to Employee (whether or not invented,
discovered or developed by Employee) at any time during Employee's employment by
or  acting  as  a  consultant  to  the  Company.  Such  secret  or  proprietary
information  shall  include  (unless  such information is generally known in the
industry  through  no  action  of  Employee) information relating to the design,
manufacture,  application,  know-how,  research and development of the Company's
present,  past  or  prospective  products,  sources  of  supplies and materials,
operating  and  other cost data, lists of present customers, customer proposals,
price  lists and data relating to pricing of the Company's products or services.
Such  secret  or  proprietary  information  shall  specifically include, without
limitation,  all  information  contained  in  the  Company's manuals, memoranda,
formulae,  plans,  drawings  and design specifications, supply sources, computer
programs  and records identified by the Company as confidential information.  In
addition,  to  constitute  Confidential  Information,  the information must have
value because it is not generally known to the public, and the Company must have
taken  reasonable  means  to  protect  the  information.

     6.     PROPRIETARY RIGHTS OF THE COMPANY.  Employee acknowledges and agrees
            ---------------------------------
that  all Inventions (or any modifications thereof) shall be the property of the
Company  free  of  any  reserved or other rights of any kind on Employee's part.
Employee  shall,  at the Company's expense, promptly execute formal applications
for  patents  and  also  do  all other acts and things (including, among others,
executing  and  delivering  instruments  of  further assignments, registrations,
assurance  or  confirmation) deemed by the Company necessary or desirable at any
time  or  times  in  order  to  effect  the  full  assignment  to the Company of
Employee's  rights,  title and interest to such inventions and/or modifications,
without  payment therefore and without further compensation beyond that provided
for in this Agreement.  The absence of a request by the Company for information,
or  for  the making of an oath or for the execution of any document, shall in no
way  be  construed  to  constitute  a  waiver of the rights of the Company.  For
purposes  of  the  Agreement,  "inventions"  shall  mean  those  discoveries,
developments and works of authorship, whether or not patentable, relating to the
Company's  present, past or prospective activities, services and products, which
activities,  services,  and products became known to Employee at any time during
Employee's employment, including any patents, models, trade secrets, trademarks,
service  marks,  copyrightable  subject  matter  and  any  copyrights  therein,
proprietary  information,  any design of a useful article (whether the design is
ornamental or otherwise), computer programs and related documentation, and other
writings,  code,  algorithms  and  information  and  related  documentation  and
materials  which  the  Employee has made, written or conceived during Employee's
employment  by  the Company, either solely or jointly with others, and either on
or  off  the  Company's premises (i) while providing services to the Company, or
(ii)  with  the  use  of  time,  materials  or  facilities of the Company, (iii)
relating  to  any  Company  product,  service  or activity of which Employee has
knowledge,  or  (iv) suggested by or resulting from any work performed by or for
the Company.  Such term shall not be limited to the meaning of "invention" under
the  United  States  patent  laws.

     7.     NON-SOLICITATION.  Employee  shall  not,  directly or indirectly, on
            ----------------
Employee's  behalf or on behalf of others (except on behalf of or with the prior
written  consent  of the Company) for a period of 375 days following the date of
this  Agreement:

a.     solicit  or request any other employee of or consultant to the Company to
leave the employment of or cease consulting for the Company in order to join the
employment  of  or  begin  consulting  for  any  Competing  Business;  or

b.     hire  any  employee  of  the Company or hire any previous employee of the
Company  within  six  (6)  months  of  the date of that employee's exit from the
Company,  in  each  case  for  a  Competing  Business;  or

c.     solicit  or  request  any  Competing  Business  to employ or retain as an
employee  or  consultant  any  employee  or  consultant  of  the  Company;  or

d.     provide  individual  names  or  lists  of  names  of Company employees to
recruiters;  or

e.     solicit,  divert  or  appropriate to any Competing Business or attempt to
solicit,  divert  or  appropriate  to a Competing Business any business from any
customer  or  actively  sought  prospective  customer  of  the Company with whom
Employee  has  dealt,  whose  dealings  with the Company have been supervised by
Employee  or about whom Employee acquired Confidential Information in the course
of  employment  by  the  Company.

For  purposes  of  this  Section,  "Competing  Business"  means  any  business
organization  of  whatever  form  engaged, either directly or indirectly, in any
business  or  enterprise  which  is the same as or substantially the same as the
business  of  designing,  developing,  manufacturing,  marketing,  selling  and
supporting  software products and providing related services similar to those of
Cicero.

Employee  stipulates and agrees that the restrictive covenants contained in this
Section  are reasonable in time, scope and territory covered and do not impose a
greater restraint than necessary for the protection of the business interests of
the  Company.

     8.     RETURN  OF COMPANY MATERIALS AND PROPERTY.  Employee understands and
            ------------------------------------------
agrees  that Employee will turn over to the Company on or before the Termination
Date  all  files,  memoranda,  records, credit cards and other documents and all
physical  or  personal  property which Employee received from the Company and/or
which  Employee used in the course of Employee's employment with the Company and
which  are  the  property  of the Company.  Employee represents and acknowledges
that  as a result of Employee's employment with the Company, Employee has had in
Employee's  custody,  possession  and  control  proprietary  documents,  data,
materials,  files and other similar items concerning confidential information of
the Company.  Employee represents and agrees that Employee has returned all such
items  and  any  copies  or  extras  thereof  and  any  other property, files or
documents  obtained  as  a  result  of  Employee's  employment with the Company.
Employee further represents that Employee has held such information in trust and
in  strict  confidence and will continue to do so and that Employee has complied
and  will  comply  with  the  Confidentiality Agreement between Employee and the
Company  contained  in  his  Employment  Agreement.  Notwithstanding  the above,
Employee  shall be allowed to retain his laptop.  Employee shall also retain his
cellular phone, and Company agrees to pay all changes associated with Employee's
cellular  phone  up to $200.00 per month for twelve (12) months from the date of
this  Agreement.

     9.     REFERENCES.  The  Company  agrees to provide Employee with a neutral
            -----------
reference giving only dates of employment and job title should Employee seek new
employment.

     10.     ACKNOWLEDGMENT.  Employee represents that Employee has read all the
             ---------------
terms  of  this  Agreement  and  has  had  an  opportunity  to  discuss  it with
individuals  of  Employee's  own choice who are not associated with the Company.
Employee  understands  that,  except  as  otherwise  expressly  provided in this
Agreement, this Agreement releases forever the Company, its parent, subsidiaries
and affiliated corporations and each of their respective stockholders, officers,
directors,  employees,  agents,  heirs,  legal  representatives,  predecessors,
successors,  assigns  and  transferees  from  any  legal  action  arising  from
Employee's  employment  relationship  with  and  the  termination  of Employee's
employment  relationship  by  the  Company.  Employee  signs  this  Agreement of
Employee's  own  free  will  in  exchange  for  the consideration to be given to
Employee pursuant to Section 2 of this Agreement, which Employee acknowledges is
adequate  and  satisfactory.  Employee  agrees  that neither the Company nor its
agents,  representatives  or employees have made any representations to Employee
concerning  the terms or effects of this Agreement other than those contained in
this  Agreement.

     11.     AGE DISCRIMINATION IN EMPLOYMENT ACT.  Employee hereby acknowledges
             ------------------------------------
and  agrees that this Agreement and the termination of Employee's employment are
in  compliance  with  the  Age  Discrimination  in  Employment Act and the Older
Workers'  Benefit  Protection  Act  and  that  the  releases  set  forth in this
Agreement  shall  be applicable, without limitation, to any claims brought under
these  Acts.  Employee  further  acknowledges  and  agrees  that:

a.     The  release  given  by  Employee  in  this  Agreement is given solely in
exchange  for  the  consideration  set  forth  in  this  Agreement  and  such
consideration is in addition to anything of value which Employee was entitled to
receive  prior  to  entering  into  this  Agreement;

b.     By entering into this Agreement, Employee does not waive rights or claims
that  may  arise  after  the  date  this  Agreement  is  executed;

c.     Employee  has  been advised to consult an attorney prior to entering into
this  Agreement,  and this provision of this Agreement satisfies the requirement
of  the  Older  Workers'  Benefit  Protection Act that Employee be so advised in
writing;

d.     Employee  has  been  offered  forty-five  (45)  days from receipt of this
Agreement  within  which  to  consider  this  Agreement;  and

e.     For a period of seven (7) days following execution of this Agreement, the
Employee  may  revoke  this  Agreement,  and  this  Agreement  shall  not become
effective  or  enforceable  against Employee until such seven (7)-day period has
expired.

     12.     SEVERABILITY.  The provisions of this Agreement can be severed, and
             -------------
if  any  part  of  this Agreement is found to be unenforceable, the remainder of
this Agreement will continue to be valid and effective, and this Agreement shall
be  construed  as  if  such  unenforceable provision(s) had never been contained
herein.  It  is the intent of the parties that this Agreement be enforced to the
maximum  extent  permitted  by  law.

     13.     ENTIRE  AGREEMENT.  This Agreement embodies the entire agreement of
             ------------------
the  parties hereto relating to the subject matter hereof and supersedes any and
all  prior  agreements.  No amendment or modification of this Agreement shall be
valid  or  binding  upon  the  parties  unless made in writing and signed by the
parties  hereto.

     14.     BINDING  EFFECT.  As used in this Agreement, all references to "the
             ----------------
Company"  will  also  be construed to refer to the Company's parent corporation,
subsidiaries,  affiliates and controlling parties.  This Agreement will inure to
the  benefit  of  and  be  binding  upon the parties hereto and their respective
heirs,  representatives,  successors,  transferees  and  assigns.

     15.     NON-ADMISSION  OF  LIABILITY.  This  Agreement  shall  in no way be
             -----------------------------
construed  as  an  admission  by  the  Company that it has acted wrongfully with
respect  to  Employee  or  any  other  person  or  that  Employee has any rights
whatsoever  against  the  Company.

     16.     AUTHORIZATION.  This  Agreement  has  been duly authorized, validly
             --------------
executed  and  delivered  by  one or more authorized officers of the Company and
constitutes the legal, valid and binding obligations of the Company, enforceable
against  it  in  accordance  with  its  terms.


Arik  Kilman


_______________________________                    ________________________
Signature                                        Date



Level  8  Systems,  Inc.


By:  ____________________________                    ________________________
                                             Date
Title:  Chairman  and  CEO



By:  ____________________________                    ________________________
                                             Date
Title:  President