EXHIBIT 10.30



PROMISSORY  NOTE

U.S.  $15,000,000.00  March  28,  2001,  New  York,  New  York

1.     OBLIGATION  AND  REPAYMENT:  For value received.  Borrower absolutely and
unconditionally promises to pay to the order of the Bank, at the Office, without
defense,  setoff  or  counterclaim,  the principal amount of Fifteen Million and
00/100------------------------------------------------------------------------
United  States  Dollars,  together  with  interest  and  any other sum(s) due as
specified  below.  The principal amount of this Note shall be due and payable as
follows  (complete  one  of  the  following  as  applicable):
(A)       ON  DEMAND
(B)     On  ____________,  19__.
(C)     In  consecutive  installments,  of  which  each  but  the  last shall be
$____________  and the last of which shall be equal to the then unpaid principal
balance  of  this  Note.  The first such installment shall be due on __________,
19__.  Each subsequent installment shall be due on the corresponding day of each
monthly/  quarter/  other________  thereafter  (or  if  there  is  no  such
corresponding  day,  on  the  last day of such period).  The remaining principal
balance  shall  be  due  on  ______,  19__.
(D)     X  In accordance with the attached Rider, but in any event no later than
January  30,  2002.
INTEREST:  Subject to paragraph A(2) of the Terms and Conditions, interest shall
accrue on the principal amount of this Note outstanding from time to time at the
following  rate (the "Loan Rate") (complete one of the following as applicable):
(A)     A  fixed  rate  equal  to  _____  %  per  year.
(B)     A  Variable Prime-Based Rate equal to the Prime Rate plus ________ % per
year.
(C)     X  In  accordance  with  the  attached  Rider.
Interest  shall be payable  monthly/  quarter/  other________ and at any Payment
Date  and  at any time that any part of the principal or any installment of this
Note  is  paid.
3.     RIDERS:  IN  THE  EVENT  OF  ANY  INCONSISTENCY BETWEEN THIS NOTE AND ANY
RIDER(S)  TO  WHICH  THIS NOTE IS SUBJECT, THE PROVISIONS OF SUCH RIDER(S) SHALL
PREVAIL.  THIS  NOTE  IS  SUBJECT  TO ANY RIDER(S) REFERRED TO IN PARAGRAPH 1(D)
AND/OR  2(C)  AND TO THE FOLLOWING RIDER(S), ALL OF WHICH ARE PART OF THIS NOTE:
Multiple-Loan  Rider  to  Promissory  Note
     (Libor-Based  Rate)


4.     ADDRESS  AND  IDENTIFICATION  OF  BORROWER:
     Address:     8000  Regency  Parkway
               Cary,  NC  27511

                         `
                         -
     Telex  or  similar  number:
     Answerback:
     Telecopy  or  similar  number:
     Social  Security  or  Taxpayer  ID  number:

5.     AGREEMENT TO ALL TERMS AND CONDITIONS:  AUTHORIZATION TO COMPLETE BLANKS:
THIS  NOTE  IS  SUBJECT  TO  THE TERMS AND CONDITIONS SET FORTH BELOW AND ON THE
REVERSE  SIDE  OF  THIS  NOTE.  EACH  OF  THE  UNDERSIGNED  AGREES TO ALL OF THE
PROVISIONS  OF  THIS  NOTE, INCLUDING THE TERMS AND CONDITIONS AND ANY RIDER(S).
THE  BANK  IS  AUTHORIZED  TO  COMPLETE  ANY  BLANK  SPACE  IN  THIS NOTE.  SUCH
COMPLETION  SHALL BE CONCLUSIVE, FINAL AND BINDING ON BORROWER IN THE ABSENCE OF
MANIFEST  ERROR.

6.     NO  REPRESENTATIONS  OR AGREEMENTS BY THE BANK:  EACH OAF THE UNDERSIGNED
ACKNOWLEDGES  THAT  THE BANK HAS MADE NO REPRESENTATION, COVENANT, COMMITMENT OR
AGREEMENT  TO  BORROWER  EXCEPT PURSUANT TO ANY WRITTEN DOCUMENT EXECUTED BY THE
BANK.

7.     NO  REPRESENTATION  OF  NONENFORCEMENT:  EACH  OF  THE  UNDERSIGNED
ACKNOWLEDGES  THAT  NO  REPRESENTATIVE  OR  AGENT OF THE BANK HAS REPRESENTED OR
INDICATED  THAT  THE BANK WILL NOT ENFORCE ANY PROVISION OF THIS NOTE, INCLUDING
THE  TERMS  AND  CONDITIONS  AND  ANY  RIDER(S),  IN  THE EVENT OF LITIGATION OR
OTHERWISE.

8.     WAIVER  OF  JURY  TRIAL:  BORROWER  WAIVES, AND UNDERSTANDS THAT THE BANK
WAIVES,  THE RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING HEREUNDER
OR  RELATING  TO ANY OF THE LIABILITIES; ANY JUDICIAL PROCEEDING WITH RESPECT TO
ANY  SUCH  DISPUTE  SHALL  TAKE  PLACE  WITHOUT  A  JURY.

9.     EXECUTION  OF  PROMISSORY  NOTE:
     Print  name  of  Borrower:  Level  8  Systems,  Inc.
     (Signature)  By:  /s/  Anthony  Pizi
                       ------------------
     Print  name:  Anthony  Pizi
                   -------------
     Title  or  capacity:  CEO
                           ---
     (if  signing  on  behalf  of  Borrower)
     (Signature)  By:  /s/  Paul  Rampel
                       -----------------
     Print  name:  Paul  Rampel
                   ------------
     Title  or  capacity:  President
                           ---------
     (if  signing  on  behalf  of  Borrower)


<PAGE>


                              TERMS AND CONDITIONS
                              --------------------

Definitions  are  set  forth  in  paragraph  M.

A.     CALCULATION  AND  ACCRUAL  OF INTEREST:  (1) GENERALLY, Interest shall be
calculated  on  a  daily  basis  on outstanding balances at the Applicable Rate,
divided by 360, on the actual days elapsed.  During any time that the Applicable
Rate  would  exceed  the  applicable  maximum  lawful  rate  of  interest,  the
Applicable  Rate  shall  automatically  be  reduced  to  such maximum rate.  Any
interest  payment  made  in excess of such maximum rate shall be applied as, and
deemed  to  be,  in  the  Bank's  sole  discretion,  (a) a payment of any of the
Liabilities, in such manner as determined by the Bank, or (b) cash collateral to
be  retained  by  the Bank to secure repayment of this Note, (2) INCREASED RATE.
Interest shall accrue at the Increased Rate upon and after (a) the occurrence of
any  Debtor Relief Action, (b) any demand or payment of this Note (if payable on
demand)  or  (c) the occurrence of any Event of Default (if this Note is payable
other  than  on  demand), (3) ACCRUAL.  To the extent permitted by Law, interest
shall  accrue  at the Applicable Rate on all unpaid Liabilities under this Note,
including but not limited to any unpaid interest and any unpaid obligation owned
pursuant  to  paragraph  B  (Indemnification).
B.     INDEMNIFICATION:  To  the  extent  permitted  by  Law:  (1)  TAXES.  All
payments  under this Note shall be made free and clear of, and without deduction
for, any Taxes.  If Borrower shall be required to deduct any Taxes in respect of
any  sum payable under this Note, then (a) the sum payable shall be increased so
that  the  Bank  shall  receive  an  amount equal to the sum the Bank would have
received  had  no  deductions  been  made,  and  (b)  Borrower  shall  make
such  deductions  and shall pay the amount deducted to the relevant Governmental
Authority.  Borrower  shall  pay  to the Bank on demand, and shall indemnify and
hold  the Bank harmless from, any and all Taxes paid by the Bank and any and all
liability  (including  penalties,  interest  and expenses) with respect thereto,
whether  or  not  such Taxes were correctly or legally asserted.  Within 30 days
after  any  Taxes are paid, Borrower shall furnish evidence thereof to the Bank,
(2)  REGULATORY  COSTS.  In the event that in connection with the transaction(s)
contemplated  by this Note and/or the Bank's funding of such transaction(s), the
Bank  is  required to incur any Regulatory Costs in order to comply with any Law
issued  after  the  date  of  this  Note, then Borrower shall pay to the Bank on
demand,  and  shall  indemnify and hold the Bank harmless from, any and all such
Regulatory  Costs.  (3)  COSTS  AND  EXPENSES.  Borrower  shall  pay the Bank on
demand,  and  shall indemnify and hold the Bank harmless from, any and all Costs
and  Expenses.  (4)  PREPAYMENT COSTS.  If Borrower makes any payment of Prepaid
Principal  (voluntarily or not), and if the Applicable Rate with respect to such
Prepaid Principal is not a Variable Prime-Based Rate, then Borrower shall pay to
the  Bank  an amount sufficient to compensate the Bank for its Prepayment Costs.
Borrower acknowledges that determining the actual amount of the Prepayment Costs
may  be difficult or impossible in any specific instance.  Accordingly, Borrower
agrees  that  Prepayment  Costs shall be deemed to be the excess, if any, of (i)
the  product of (A) the Prepaid Principal, times (B) the Applicable Rate divided
by  360,  times (C) the remaining number of days from the date of the payment to
the  applicable  Payment  Date, over (ii) that amount of interest which the Bank
determines  that the holder of a Treasury Obligation selected by the Bank in the
amount  (or  as  close  to such amount as feasible) of the Prepaid Principal and
having  a maturity date on (or as soon after as feasible) the applicable Payment
Date  would  earn  if  that  Treasury Obligation were purchased in the secondary
market  on  the  date the Prepaid Principal is paid to the Bank and were held to
maturity.  Borrower  agrees  that the determination of Prepayment Costs shall be
based  on  amounts  which  a holder of a Treasury Obligation could receive under
these  circumstances,  whether  or  not  the  Bank  actually invests the Prepaid
Principal  in  any  Treasury  Obligation.  (5)  BANK  CERTIFICATE.  THE  BANK'S
CERTIFICATE  AS  TO ANY AMOUNTS OWNING UNDER THIS PARAGRAPH SHALL BE PRIMA FACIE
EVIDENCE  OF  BORROWER'S  OBLIGATION.
C.     SET  OFF:  Every  Account of Borrower with the Bank shall be subject to a
lien  and to being set off against the Liabilities.  The Bank may at any time at
its  option  and  _______  out  notice, except as may be required by law, charge
and/or  appropriate  and  apply  all  or any part of any such Account toward the
payment  of  any  of  the  Liabilities.
D.     EVENTS  OF DEFAULT:  The remainder of this paragraph D shall not apply if
this  Note  is  payable  on  demand.  Each of the following shall be an Event of
Default  hereunder:  (1)  NONPAYMENT. (A) The nonpayment when due of any part of
the Liabilities; (B) the prohibition by any Law of payment of any part of any of
the  Liabilities, (2) BANKRUPTCY; ADVERSE PROCEEDINGS. (A) The occurrence of any
Debtor  Relief  Action;  (B)  the appointment of a receiver, trustee, committee,
custodian,  personal representative or similar official for any Party or for any
Material  part  of  any  Party's  property; (C) any action taken by any Party to
authorize or consent to any action set forth in subparagraph D(2)(a) or (b); (D)
the rendering against any Party of one or more judgments, orders, decrees and/or
arbitration  awards  (whether  for  the  payment of money or injunctive or other
relief)  which  in the aggregate are Material to such Party, if they continue in
effect  for  30  days  without  being  vacated, discharged, stayed, satisfied or
performed;  (E)  the  issuance  or  filing  of  any  warrant  process,  order of
attachment,  garnishment  or other lien or levy against any Material part of any
Party's  property;  (F)  the commencement of any proceeding under, or the use of
any  of  the  provisions  of,  any  Law against any Material part of any Party's
property,  including  but not limited to any Law (I) relating to the enforcement
of  judgments  or  (ii)  providing  for  forfeiture  to,  or  condemnation,
appropriation, seizure or taking possession by, or on order of, any Governmental
Authority;  (G)  the forfeiture to, or the condemnation, appropriation, seizure,
or  taking  possession  by,  or  on order of, any Governmental Authority, of any
Material  part  of  any  Party's  property;  (H)  any  Party


<PAGE>


being  charged  with  a  crime  by  indictment,  information  or  the like.  (3)
NONCOMPLIANCE.  (A)  Any  Default  with  respect to any Agreement with or to the
Bank; (B) the giving to the Bank by or on behalf of any Party at any time of any
materially  incorrect  or  incomplete  representation,  warranty,  statement  or
information;  (C) the failure of any Party to furnish to the Bank, copies of its
financial  statements  and  such  other  information  respecting  its  business,
properties,  condition or operations, financial or otherwise, promptly when, and
in  such  form as, reasonably required or requested by the Bank; (D) any Party's
failure  or  refusal, upon reasonable notice from the Bank, to permit the Bank's
representative(s)  to  visit  such Party's premises during normal business hours
and  to  examine  and  make  photographs,  copies  and  extracts of such Party's
property  and  of its books and records; (E) any Party's concealing, removing or
permitting  to be concealed or removed, any part of its property with the intent
to  hinder  or defraud any of its creditors; (F) any Party's making or suffering
any  Transfer  of any of its property, which Transfer is deemed fraudulent under
the  law of any applicable jurisdiction; (G) the revocation or early termination
of  any  Party's  obligations under any Agreement with or to the Bank (including
but  not  limited to any of the Liabilities), or the validity, binding effect or
enforceability  of  any  of  such  obligations  being  challenged or questioned,
whether or not by the institution of proceedings.  (4) ADVERSE CHANGES.  (A) The
occurrence  of a Material adverse change in any Party's financial condition; (B)
the  death or incompetence (if a person) or the dissolution or liquidation (if a
corporation,  partnership  or other entity) of any Party or such Party's failure
to  be  and  remain  in  good  standing  and  qualified  to  do business in each
jurisdiction  Material  to  such Party; (C) any Material Default with respect to
any  Material Agreement other than with or to the Bank; (D) any Default pursuant
to  which  any  Person  shall  have  the  power to effect an Acceleration of any
Material  Debt;  (E)  any  Acceleration or demand of payment with respect to any
Material  Debt;  (F)  any  Party's becoming insolvent, as defined in the Uniform
Commercial  Code;  (G)  the  Bank's believing in good faith that the prospect of
payment  of  any of the Liabilities or of performance of any other obligation of
any  Party  to  the Bank is impaired; (H) the Material suspension of any Party's
business;  (I)  any  Party's  Material  failure to pay any tax when due; (J) the
expulsion  of any Party from any exchange or self-regulatory organization or any
loss,  suspension,  nonrenewal  or  invalidity  of any Party's Material license,
permit,  franchise, patent, copyright, trademark or the like; (K) the occurrence
of any event which gives any Person the right to assert a lien, levy or right of
forfeiture  against  any  Material  part of any Party's property; (L) Borrower's
failure  to  give  the  Bank  notice, within 10 Business Days after Borrower had
notice  or  knowledge,  of  the occurrence of any event which with the giving of
notice and/or lapse of time, would constitute an Event of Default.  (5) BUSINESS
CHANGES.  (A)  any  change  in  Control  of  any  Party;  (B)  any  merger  or
consolidation  involving  any  Party;  (C) any Party's sale or other Transfer of
substantially  all  of  its  property;  (D)  any bulk sale by any Party; (E) any
Material  change  in  the  nature  or  structure  of  any Party's business.  (6)
EXCHANGE  CONTROLS.  (A)  Any  Party's  failure  to  obtain any Exchange Control
Permit  deemed  by  the  Bank to be necessary or appropriate; (B) the failure to
obtain the renewal of any such Exchange Control Permit at least 30 days prior to
its  expiration.
E.     REMEDIES:  (1)  ACCELERATION  AT  BANK'S OPTION.  UPON ANY FAILURE TO PAY
THIS  NOTE IN FULL ON DEMAND (IF PAYABLE ON DEMAND), OR (IF THIS NOTE IS PAYABLE
OTHER THAN ON DEMAND) UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT OTHER THAN ANY
DEBTOR  RELIEF ACTION, THEN ANY AND ALL LIABILITIES, NOT THEN DUE, SHALL, AT THE
BANK'S OPTION. BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT NOTICE, WHICH BORROWER
WAIVES.  (2)  AUTOMATIC  ACCELERATION.  UPON THE OCCURRENCE OF ANY DEBTOR RELIEF
ACT,  THEN,  WHETHER  OR  NOT ANY OF THE LIABILITIES ARE PAYABLE UPON DEMAND AND
NOTWITHSTANDING  PARAGRAPH  F,  ANY  AND  ALL  LIABILITIES,  NOT THEN DUE, SHALL
AUTOMATICALLY BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT NOTICE OR DEMAND, WHICH
BORROWER  WAIVES.  (3)  ADDITIONAL REMEDIES.  THE BANK SHALL HAVE ALL RIGHTS AND
REMEDIES  AVAILABLE  TO  IT  UNDER  ANY  APPLICABLE  AGREEMENT  OR  LAW.
F.     WAIVER  OF  PROTEST,  ETC.:  NOTICE,  PRESENTMENT,  PROTEST,  NOTICE  OF
DISHONOR  AND  EXCEPT  FOR SUCH OF THE LIABILITIES AS ARE PAYABLE ON DEMAND, BUT
SUBJECT  TO  SUBPARAGRAPH E(2) DEMAND FOR PAYMENT ARE HEREBY WAIVED AS TO ALL OF
THE  LIABILITIES.
G.     PAYMENT:  (1)  MANNER.  Any  payment  by other than immediately available
funds  shall  be subject to collection.  Interest shall continue to accrue until
the  funds  by  which  payment is made are available to the Bank.  If and to the
extent  any  payment of any of the Liabilities is not made when due, the Bank is
authorized  in  its  discretion  to effect payment by charging any amount so due
against  any  Account of Borrower with the Bank without notice, except as may be
required by law, whether not such charge creates an overdraft.  (2) APPLICATION.
Any  payment received by the Bank (including a deemed payment under paragraph A,
as set-off under paragraph C or a charge against an Account under this paragraph
G)  shall be applied to pay any obligation of indemnification (including but not
limited  to  under  paragraph  B)  and  to  pay any other Liabilities (including
interest  thereon  and  the  principal  thereof) in such order as the Bank shall
elect  in  its  discretion.  Borrower  will  continue  to  be  liable  for  any
deficiency.  (3)  PREPAYMENT.  Borrower shall be entitled to pay any outstanding
principal amount or installment under this Note on any Business Day prior to the
applicable Payment Date without the prior consent of the Bank, provided that (a)
any  such payment shall be together with payment of all Liabilities then due and
all  interest  accrued on the Prepaid Principal to the date of such payment, and
(b)  if  the  Applicable  Rate  with  respect to such Prepaid Principal is not a
Variable Prime-Based Rate, any such payment shall be on not less than 5 Business
Days notice to the Bank and shall be accompanied by any amount required pursuant
to  subparagraph B(4).  Any such payment shall, unless otherwise consented to by
the  Bank,  be  applied  pro rata to the last outstanding principal amount(s) to
become due under this Note in inverse order of maturity.  (4) NON-BUSINESS DAYS.
If  any  payment  of  any  of  the  Liabilities  is due on any day that is not a
Business  Day,  it  shall  be  payable on the next Business Day.  The additional
day(s)  shall  be  included  in  the  computation  of  interest.  (5)


<PAGE>


EXTENSION  AT  BANK'S  OPTION.  The  Bank  shall  have  the option, which may be
exercised  one  or  more  times  by notice(s) to Borrower, to extend the date on
which  any  amount  is  payable  hereunder to one or more subsequent date(s) set
forth  in  such  notice(s).
H.     PARTIES;  NO  TRANSFER BY BORROWER:  If Borrower is more than one Person,
all  of  them  shall  be  jointly  and  severally  liable  under this Note.  The
obligations  under  this  Note  shall  continue  in  force  and  shall  apply
notwithstanding  any  change  in the membership f any partnership executing this
Note,  whether  arising  from the death or retirement of one or more partners or
the  accession of one or more new partners.  Without the Bank's written consent,
Borrower  shall  have  not right to make any Transfer of any of the Liabilities;
any  such  purported  Transfer  shall  be  void.  Subject  to the foregoing, the
provisions  of  this  Note  shall  be  binding  on  Borrower's  executors,
administrators,  successors  and  assigns.
I.     BANK TRANSFERS:  (1) TRANSFERABILITY.  Without limiting the Bank's rights
hereunder, the Bank may make a Transfer of all or any part of (a) any obligation
of  Borrower  to the Bank (including but not limited to any of the Liabilities),
(b) any obligation of any other Party in connection with any of the Liabilities,
(c)  any  Agreement  of any Party in connection with any of the Liabilities, (d)
any  collateral,  mortgage,  lien  or  security  interest, however, denominated,
securing  any  of  the  Liabilities,  and/or  (e) the Bank's rights and, if any,
obligations  with  respect to any of the foregoing.  (2) EXTENT OF TRANSFER.  In
the  event  the  Bank  shall  make  any  Transfer  of any of the foregoing items
("Transferred Items"), then - to the extent provided by the Bank with respect to
such  Transfer  -  the  Transferee shall have the rights, powers, privileges and
remedies  of  the  Bank.  The  Bank  shall  thereafter,  to  the  extent of such
Transfer,  be  forever  relieved  and  fully  discharged  from  all liability or
responsibility,  if  any,  that  it may have to any Person with respect thereto,
except  for  claims,  if  any, arising prior to or upon such Transfer.  The Bank
shall  retain all its rights and powers with respect to any Transferred Items to
the  extent  that  it  has  not  made  a Transfer thereof.  Without limiting the
foregoing,  to  the  extent  of any such Transfer, paragraph B (Indemnification)
shall  apply  to any Taxes, Regulatory Costs, Costs and Expenses, and Prepayment
Costs  of,  or  incurred by, any Transferee, and paragraphs C (Set-Off) and G(1)
(Payment-Manner)  shall  apply  to  any Account of Borrower with any Transferee.
(3)  DISCLOSURES.  The  Bank  is  authorized  to  disclose to any prospective or
actual  Transferee  any  information  that  the  Bank may have or acquired about
Borrower  and any information about any other Person submitted to the Bank by or
on  behalf of Borrower.  (4) NEGOTIABILITY DEFENSES WAIVED.  IF THIS NOTE IS NOT
A  NEGOTIABLE  INSTRUMENT, BORROWER WAIVES ALL DEFENSES (EXCEPT SUCH DEFENSES AS
MAY BE ASSERTED AGAINST A HOLDER IN DUE COURSE OF A NEGOTIABLE INSTRUMENT) WHICH
BORROWER MAY HAVE OR ACQUIRED AGAINST ANY TRANSFEREE WHO TAKES THIS NOTE, OR ANY
COMPLETE  OR PARTIAL INTEREST IN IT, FOR VALUE, IN GOOD FAITH AND WITHOUT NOTICE
THAT  IT IS OVERDUE OR HAS BEEN DISHONORED OR OF ANY DEFENSE AGAINST OR CLAIM TO
IT  ON  THE  PART  OF  ANY  PERSON.
J.     NO  ORAL  CHANGES; NO WAIVER BY THE BANK; PARTIAL UNENFORCEABILITY:  This
Note  may  not  be  changed  orally.  Neither a waiver by the Bank of any of its
options, powers or rights in one or more instances, nor any delay on the part of
the  Bank in exercising any of them, nor any partial or single exercise thereof,
shall  constitute a waiver thereof in any other instance.  Any provision of this
Note  which  is  prohibited, unenforceable or not authorized in any jurisdiction
shall,  as  to  such  jurisdiction,  be  ineffective  to  the  extent  of  such
prohibition,  unenforceability  or  nonauthorization,  without  invalidating the
remaining  provisions of this Note in that or any other jurisdiction and without
affecting  the  validity,  enforceability  or  legality of such provision in any
other  jurisdiction.
K.     DISPUTES  AND  LITIGATION:  (1)  GOVERNING LAW.  THIS NOTE AND THE RIGHTS
AND  OBLIGATIONS  OF  THE  BANK  AND BORROWER HEREUNDER SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES.  (2)  JURISDICTION, VENUE, AND SERVICE OF PROCESS.  BORROWER SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE STATE OF
NEW  YORK IN NEW YORK COUNTY WITH RESPECT TO ANY DISPUTE MAY BE MADE ON BORROWER
BY  PERSONAL DELIVERY AT, OR BY MAIL ADDRESS TO ANY ADDRESS TO WHICH THE BANK IS
AUTHORIZED  TO  ADDRESS  NOTICES  TO BORROWER.  (3) WAIVER OF DEFENSES, SETOFFS,
COUNTERCLAIMS  AND  CERTAIN  DAMAGES.  BORROWER  WAIVES  THE RIGHT TO ASSERT ANY
DEFENSE,  SETOFF  OR  COUNTERCLAIM IN ANY PROCEEDING RELATING IN ANY WAY TO THIS
NOTE  OR  ANY  TRANSACTION  CONTEMPLATED  HEREBY.  THE  BANK  SHALL NOT HAVE ANY
LIABILITY  FOR  NEGLIGENCE,  EXCEPT SOLELY TO THE EXTENT REQUIRED BY LAW AND NOT
DISCLAIMABLE, AND EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  IN
ANY  EVENT, THE BANK SHALL NOT HAVE ANY LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL
OR  PUNITIVE DAMAGES.  (4) SOVEREIGN IMMUNITY.  BORROWER IRREVOCABLY WAIVES WITH
RESPECT  TO  ITSELF AND ITS PROPERTY, ANY SOVEREIGN IMMUNITY THAT IT MAY HAVE OR
HEREAFTER  ACQUIRE,  INCLUDING BUT NOT LIMITED TO IMMUNITY FROM THE JURISDICTION
OF  A  COURT,  FROM  ANY LEGAL PROCESS, FROM ATTACHMENT PRIOR TO JUDGEMENT, FROM
ATTACHMENT  IN  AID  OF  EXECUTION,  FROM  EXECUTION  OR  OTHERWISE.
L.     NOTICE.  Any notice in connection with any of the Liabilities shall be in
writing  and  may  be delivered personally or by cable, telex, telecopy or other
electronic  means  of  communication,  or  by  certified  mail,  return  receipt
requested  addressed (a) to Borrower as set forth herein or to any other address
that  the  Bank  believes  to be Borrower's address, and (b) to the Bank at Bank
Hapoalim B.M., 1177 Avenue of the Americas, New York, New York 10036, Attention:
Legal  Department.  Any such notice shall be addressed to such other address(es)
as  may  be  designated  in writing hereafter.  All such notices shall be deemed
given  when delivered personally or electronically or when mailed, except notice
of  change  of  address, which shall be deemed to have been given when received.
M.     DEFINITIONS:  The  following  definitions  apply  in  this  Note:  (1)
ACCELERATION:  any  acceleration  of payment or requirement of prepayment of any
Debt,  or  any  Debt's  becoming  due  and payable prior to state maturity.  (2)
ACCOUNT:  (a)  the  balance  of any account of Borrower with any person, (b) any
claim  of  Borrower  against  any  Person,  and/or  (c)


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any  property  in  the  possession  or custody of, or in transit to, any Person,
whether  for  safekeeping, collection, pledge or otherwise, as to which Borrower
has  any  right,  power  or  interest  -  in  each  case whether existing now or
hereafter,  in  any jurisdiction worldwide, and whether r not denominated in the
same  currency  as  any  of  the  Liabilities.  (3) AGREEMENT:  any agreement or
instrument  (including but not limited to this Note), no matter when made, under
which  any Party is obligated to any Person.  (4) APPLICABLE RATE:  whichever of
the  Loan  Rate  or  Increased Rate is the applicable interest rate at any time.
(5)  BANK:  Bank  Hapoalim B.M.  (6) BORROWER: the Person(s) executing this Note
at  paragraph 9 or any one or more of them.  "Borrower" may refer to one or more
Persons.  (7)  BUSINESS  DAY: any day on which both (a) banks are regularly open
for  business in New York City and (b) the Office is open for ordinary business.
In  the  Bank's  discretion,  the  Office may be closed on any Saturday, Sunday,
legal  holiday  or  other  day  on which it is lawfully permitted to close.  (8)
CONTROL: the power, alone or in conjunction with others, directly or indirectly,
through  voting  securities,  by  contract  or otherwise, to direct or cause the
direction  of  a  Person's management and policies.  (9) COSTS AND EXPENSES: any
and  all  reasonable costs and expenses (including but not limited to attorney's
fees  and  disbursements)  incurred  in  connection with the Borrower and/or the
Liabilities,  including  but  not  limited  to  those  for (a) any action taken,
whether or not by litigation, to collect, or to protect rights or interests with
respect  to,  or  to __________ any collateral securing, any of the Liabilities,
(b)  compliance  with  any  legal  process  or  any  order  or  directive of any
Governmental  Authority  with  respect  to  any  Party,  (c)  any  litigation or
administrative  proceeding  relating  to  any_______  and/or  (d) any amendment,
modification,  extension or waiver with respect to any of the Liabilities.  (10)
DEBT: any Party's obligation of any sort (in whole or in part for the payment of
money  to  any  Person,  whether  (a)  absolute  or  contingent,  (b) secured or
unsecured,  (c) joint, several or independent, (d) now or hereafter existing, or
(e)  due  to  become  due.  (11)  DEBTOR RELIEF ACTION:  the commencement by any
Party  or  (unless  dismissed or terminated within 30 days) against any Party of
any  proceeding under any law of any jurisdiction (domestic or foreign) relating
to  bankruptcy,  reorganization,  insolvency,  arrangement,  composition,
receivership,  liquidation,  dissolution,  moratorium  or  other  relief  of
financially  distressed debtors, or the making by any Party of an assignment for
the benefit of creditors.  (12) DEFAULT: any breach, default or event of default
under,  or  any  failure  to  comply with, any provision of any Agreement.  (13)
EVENT  OF  DEFAULT:  any  event set forth in paragraph D.  (14) EXCHANGE CONTROL
PERMIT:  any  permit  or  license issued by a Governmental Authority outside the
United States under which any Party is permitted (a) to incur and pay any of the
Liabilities  in  the  United States in any currency(ies) in which denominated or
(b) to enter into, incur and/or perform any other obligation or Agreement.  (15)
GOVERNMENTAL  AUTHORITY:  any  domestic  or  foreign,  national  or  local,  (a)
government,  (b)  governmental,  quasi-governmental  or  regulatory  agency  or
authority,  (c)  court  or  (d)  central bank or other monetary authority.  (16)
INCREASED  RATE:  (a)  If  the  Loan  Rate  is  a Variable Prime-Based Rate, the
Increased Rate with respect to the entire outstanding principal balance shall be
the  Loan  Rate  plus  2%  per  year.  (b)  If  the  Loan Rage is not a Variable
Prime-Based  Rate, the Increased Rate with respect to any amount of principal or
installment  shall be (I) the Loan Rate plus 2% per year prior to the applicable
Payment  Date  and  (ii) the Prime Rage plus 4% per year on or subsequent to the
applicable Payment Date.  (17) LAW: any treaty, law, regulation, rule, judgment,
order,  decree,  guideline, interpretation or request (whether or not having the
force  of law) issued by any Governmental Authority.  (18) LIABILITIES:  (a) any
and  all  of  the  Debt  evidenced  by  this Note, and any and all other Debt of
Borrower  to,  or  held or to be held by, the Bank in any jurisdiction worldwide
for  its own account or as agent for another or others, whether created directly
or  acquired  by  Transfer  or otherwise, and (b) any and all obligations of any
other Party with respect to any of such Debt.  (19) LOAN RATE: the interest rate
determined  under  paragraph  2.  (20)  MATERIAL:  material  to  the business or
financial condition of any Party on a consolidated or consolidating basis.  (21)
OFFICE:  the  Bank's  office  at 1177 Avenue of the Americas, New York, New York
10036,  or  such other place as the Bank may specify by notice.  (22) PARTY: (a)
borrower;  (b)  any maker, co-maker or endorser of any Agreement evidencing-, or
any  _______  surety, accommodating party or indemnitor with respect to-, or any
Person  that provides any collateral as security for-, or any Person that issues
a subordination, comfort letter, standby letter of credit, repurchase agreement,
put  agreement option, other Agreement or other credit support with respect to-,
any  of  Liabilities;  (c)  if  any Party is a partnership or joint venture, any
general  partner or joint venturer in such Party; and (d) any Person (i) that is
under the Control of any Party and (ii) whose business or financial condition is
Material  to  such Party.  (23) PAYMENT DATE: any Business Day on which any part
of  the  principal or any installment of this Note becomes due and payable under
paragraph  1  (and not on account of an Acceleration).  (24) PERSON: any person,
partnership, joint venture, company, corporation, unincorporated organization or
association,  trust,  estate, Governmental Authority, or any other entity.  (25)
PREPAID PRINCIPAL: any amount of principal or any installment of this Note which
Borrower  pays  prior  to  the  applicable  Payment  Date for such amount.  (26)
PREPAYMENT  COSTS:  all  losses,  costs  and  expenses  incurred  as a result of
receiving  Prepaid  Principal and of reinvesting it at rate(s) which may be less
than  the  Applicable  Rate  for  such  Prepaid Principal.  (27) PRIME RATE: the
Bank's  New  York  Branches'  stated  Prime  Rate  as reflected in its books and
records  as  such  Prime  Rate  may  change  from  time  to  time.  The  Bank's
determination  of  its Prime Rate shall be conclusive and final.  The Prime Rate
is  a reference rate and not necessarily the lowest interest rate charged by the
Bank.  (28)  REGULATORY  COSTS: any and all costs expenses of complying with any
Law,  including  but  not  limited  to with respects (a) any reserves or special
deposits  maintained  for  or  with-,  or  pledges  to-,  assessments, insurance
premiums  or  special  charges  paid  to-,  Governmental  Authority,  or (b) any
capital,  capital  equivalency  ledger  account  ratio of assets to liabilities,
risk-based  capital  assessment  or  any other capital substitute, risk-based or
otherwise.  (29)  TAXES:  any and all present and future taxes, levies, imposts,
deductions,  charges  and  withholdings  in  any jurisdiction worldwide, and all
liabilities  with  respect  thereto,  which  are


<PAGE>


imposed  with  respect  to  this  Note or to any amount payable under this Note,
excluding  taxes determined on the basis of the net income of a Person or of any
of  its  offices.  (3)  TRANSFER:  any  negotiation,  assignment, participation,
conveyance, grant of a security interest, lease, delegation, or any other direct
or  indirect  transfer  of a complete or partial, legal, beneficial, economic or
other interest or obligation.  (31) TRANSFEREE: any Person to whom a Transfer is
made.  (32)  TRANSFERRED  ITEMS:  items  defined  in paragraph 1.  (33) TREASURY
OBLIGATION: a note, bill or bond issued by the United States Treasury Department
as  a  full  faith  and  credit  general  obligation of the United States.  (34)
VARIABLE  PRIME-BASED RATE: any Applicable Rate which is determined based on the
Prime  Rate.  Any  such  rate  shall  change


<PAGE>


                     Multiple-Loan Rider to Promissory Note
                               (Libor-Based Rate)

This  Rider  is  referred  to in paragraph 2(c) of, and constitutes a part of, a
note  of  Borrower  to  the  Note  dated  March  28,  2001.


Specific  Terms
---------------

(a)     Margin  1.00%  per  year
                ----
(b)     Interest Period:  [ ] ______ days [x] 1, 2 or 3 months and [x] as agreed
                                              ---------
from  time  to  time
(c)     Minimum  Draw  Amount:  U.S.  $______________________  [  ]  None
(d)     Minimum  Multiple  Amount:  U.S.  $______________________  [  ]  None


Borrower  agrees  to  the  above  Specific  Terms  and  to  all of the Terms and
                                  ---------------                      ---------
Conditions  set  forth  below.
        --
Print  Borrower's  Name:  Level  8  Systems,  Inc.
(Signature)  By:  /s/  Anthony Pizi                    (Signature)  By: /s/ Paul
                  -----------------                                     --------
Rampel
 -----
Print  Name  and  Title:  Anthony  Pizi, CEO               Print Name and Title:
                          ------------------
Paul  Rampel,  President
   ---------------------
Terms  and  Conditions
----------------------
Certain  capitalized  terms  are  defined  in  paragraph  4.
1.     Advances:  Borrower  may  receive  a  Loan  in  any principal amount upon
       --------
Borrower's  request to the Bank and the Bank's agreement thereto, subject to all
of  the  following  conditions:
     (a)  Agreement  of  the  Bank and Borrower.  Subject to subparagraphs 1(b),
          -------------------------------------
1(c)  and  2(b),  the  Bank  and  Borrower shall have agreed, not later than the
Determination  Time,  with  respect  to  the  Loan's  (i) principal amount, (ii)
LIBOR-Based  Rate and (iii) Interest Period; provided, however, that if the Bank
                                             --------  -------
determines  that  by  such Determination Time borrower has failed or declined to
agree  on  the  LIBOR-Based  Rate  and/or  Interest  Period with respect to such
Outstanding Principal Amount, then interest on such Outstanding Principal Amount
shall  accrue at the LIBOR-Based Rate without the agreement of Borrower, and the
Interest  Period shall be of the same duration as the Interest Period just ended
with respect to such Outstanding Principal Amount or, if there was no such prior
Interest  Period,  one  month.
     (b)  Applicable  limitations.  (i) The applicable payment Date shall not be
          -----------------------
later  than  the Due Date; (ii) the total of the Outstanding Principal Amount of
all Loans shall not exceed the principal amount set forth in the Note; (iii) the
principal  amount  of any single Loan request shall be not less than any Minimum
Draw Amount set forth under Specific Terms; and (iv) the principal amount of any
                            --------------
single Loan request shall be an integral multiple of any Minimum Multiple Amount
set  forth  under  Specific  Terms.
                   ---------------
     (c)  Borrower'  request  and  agreement.  Borrower's request for a Loan and
          ----------------------------------
Borrower's  agreement  to the terms thereof shall be communicated to the Bank in
any form that is acceptable in each instance to the Bank in its sole discretion,
which  may  include  telephone,  telex,  telecopy  or  a


<PAGE>


writing  executed  by  Borrower.  Borrower  shall  have  provided  the Bank with
documentation,  satisfactory  in  form  and  substance  to  the Bank in its sole
discretion,  confirming the authority of the person(s) agreeing to such terms on
behalf  of  Borrower.
2.     Payment  of  Principal  and Interest.  Subject to the other provisions of
       ------------------------------------
the  Note:
     (a)  Obligation  and  Time of Repayment.  Each Outstanding Principal Amount
shall  be  due  and  payable  at  the  applicable  Payment  Date.
     (b)  Loan  Rate.  Interest on any Outstanding Principal Amount shall accrue
          ----------
at the LIBOR-Based Rate; provided, however, that if the Bank determines (i) that
                         --------  -------
by  the  Determination  Time (A) by reason of circumstances affecting the London
Interbank  Market  generally,  adequate  and  fair  means  do  not  exist  for
ascertaining  an applicable LIBOR rate or it is impractical for the Bank to fund
or  continue  to  fund  the  Outstanding  Principal Amount during the applicable
Interest  Period, or (B) quotes for funds in United States Dollars in sufficient
amounts  comparable  to  the  relevant  Outstanding Principal Amount and for the
duration of the applicable Interest Period would not be available to the Bank in
the London Interbank Market, or (C) quotes for funds in United States Dollars in
the  London Interbank Market will not accurately reflect the cost to the Bank of
making a Loan or of funding the relevant Outstanding Principal Amount during the
applicable  Interest  Period,  or (ii) that at any time the making or funding of
loans,  or  charging  of  interest at rates, based on LIBOR shall be unlawful or
unenforceable  for  any  reason,  then  as  long  as  such circumstance(s) shall
continue,  interest on the relevant Outstanding Principal Amount shall accrue at
the  Alternate  Rate.
     (c)  Payment and Calculation of Interest.  Interest shall be payable (i) at
          -----------------------------------
each  Payment  Date  or  (whenever the Applicable Rate is a Variable prime-Based
Rate)  monthly,  (ii) at the Due date and (iii) at any time that any Outstanding
Principal  Amount  or part thereof is paid.  Interest shall be calculated as set
forth  in  the  Note.
3.     Bank's  Conclusive Determinations and Schedule.  The Bank's determination
       ----------------------------------------------
with  respect  to any matter hereunder shall be conclusive, final and binding on
Borrower,  absent  manifest  error.  The Bank shall from time to time record the
date  and  amount of each Loan, the Applicable Rate, each date on which any part
of  principal,  interest  or  any other amount shall be due and payable, and the
amount and date of each payment of principal, interest or any other amount, on a
schedule, which in the Bank's discretion may be computer-generated, and which is
incorporated  in,  and  is  a part of, the Note and this Rider (the "Schedule").
The  Schedule  shall  be  conclusive,  final  and  binding upon Borrower, absent
manifest error; provided, however, that the failure of the Bank to record any of
                --------  -------
the  foregoing shall not limit or otherwise affect the obligation of Borrower to
pay  all  amounts  owed  to  the  Bank  under  the  Note.  Without  limiting the
foregoing,  Borrower  acknowledges  that  the Interest Period and the Applicable
Rate  with respect to any Outstanding Principal Amount are subject to the Bank's
consent  ordinarily  negotiated  between Borrower and the Bank by Telephone, and
Borrower  agrees  that in the event of any dispute as to any of the terms of any
Loan,  the  determination  of  the  Bank  and  its respective entry with respect
thereto  on  its  books  and records and/or on the Schedule shall be conclusive,
final  and  binding  on  Borrower,  absent  manifest  error.
4.     Definitions.  Each  capitalized  term  not  defined herein shall have the
       -----------
meaning  ascribed  thereto in the Note.  The following definitions apply in this
Rider  and  in the Note, and shall prevail over any different definitions in the
Note.
     (a)  Alternate  Rate:  an  annual  Variable  Prime-Based  Rate equal to the
          ---------------
Prime  Rate  plus  the  Margin.
     (b)  Applicable  Rate:  Whichever of the Loan Rate or Increased Rate is the
          ----------------
applicable  interest  rate at any time with respect to any Outstanding Principal
Amount.


<PAGE>


(c)  Determination  Time:  12:00  noon (or any later time determined by the Bank
     -------------------
in  its  sole  discretion),  New  York City time, of a Working Day that is three
Working  Days  prior  to  the  date  of  the  loan.
     (d)  Due Date:  the date set forth in paragraph 1(b) of the Note or, if the
          --------
Bank  has  extended  such  date  pursuant to paragraph G(5) of the Note or by an
agreement  with  Borrower,  such  extended  date.
     (e)  Interest  Period:  any  term of 1 day, 1 week, 1 to 6, 9 or 12 months,
          ----------------
or  such  other  term as may be acceptable to the Bank in its discretion, as set
forth  above under Specific Terms or, if not so set forth, as selected or agreed
                   --------------
to  by  the Bank in its discretion.  A term shall not be considered in "Interest
Period"  during  any  period  that the Applicable Rate is a Variable Prime-Based
Rate.  Each Interest Rate shall commence immediately at the end of the preceding
Interest  Period,  if  any;  if there had been no immediately preceding Interest
Period  with  respect  to  any Outstanding Principal Amount, the Interest Period
shall  commence  on  the  first  Business  Day on which (i) such amount shall be
outstanding and (ii) the Applicable Rate is not a Variable Prime-Based Rate.  If
any  Interest  Period  would  otherwise  come  to an end on a day which is not a
Working  Day,  its  termination  shall  be  postponed  to the next day that is a
Working  Day  unless  it would thereby terminate in the next calendar month.  In
such  case,  such  Interest  Period shall terminate on the immediately preceding
Working  Day.
     (f)  LIBOR:  the  rate  or  rates established by the New York Branch of the
          -----
Bank  two Working Days prior to the date of the Loan, by applying the following:
(i)  the  British Bankers Association ("BBA") Interest Settlement Rates for U.S.
Dollars,  as  defined  in  the  BBA  official  definitions  and reflected on the
Telerate BBA pages, for the applicable amounts and interest periods, which rates
reflect  the  offered rates at which deposits are being quoted to prime banks in
the  London  Interbank Market at 11:00 A.M.  London Time calculated as set forth
in  said BBA official definition; or (ii) such other recognized source of London
Eurodollar  deposit  rates  as the Bank may determine from time-to-time.  In the
event  the  applicable  BBA  page or pages shall be replaced by another Telerate
page  or  other Telerate pages for quoting London Eurocurrency rates, then rates
quoted  on  said  replacement  page  or  pages  shall  be  applied.  If the Bank
determines  that  London  Eurocurrency  rates  are  no  longer  being  quoted
(temporarily or permanently) on any Telerate pages or that Telerate is no longer
functioning  (temporarily or permanently) in substantially the same manner as on
the  date  hereof,  then  the  Bank  shall  notify the Borrower of a substitute,
publicly  available  reference  for  the  determination  of  LIBOR.  If the Bank
determines  in  its  sole discretion that LIBOR cannot be determined or does not
represent its effective cost of maintaining Loans under this Note, then interest
shall  accrue  at  the  effective  cost  to  the  Bank to maintain the Loans (as
determined  by  the  Bank  in  its  sole  discretion).
     (g)  LIBOR-Based  Rate:  an  annual  rate equal to LIBO plus the Margin, as
          -----------------
determined  by  the  Bank.
     (h)  Loan:  (i)  any  loan  advanced  by the Bank to the Borrower under the
          ----
Note,  (ii)  any rollover by the Bank of any such loan that is otherwise due and
payable  or  (iii)  any  conversion  of  the Applicable Rate for any Outstanding
Principal  Amount from a rate that is a Variable Prime-Based Rate to one that is
not,  or  vice  versa.
     (i)  Loan  Rate:  the  interest  rate  determined  under  subparagraph 1(a)
          ----------
and/or  2(b).
     (j)  Margin:  as set forth under Specific Terms or, if not so set forth, 2%
          ------
per  year.
     (k)  Note:  the  note  of which this Rider is a part (including any and all
          ----
riders  and  amendments  to  the  Note).
     (l)  Outstanding  Principal  Amount:  the  outstanding  principal amount of
          ------------------------------
each  Loan.

     (m)  Payment  Date: the last Business Day of the applicable Interest Period
     -------------
or, if the applicable Loan Rate  is  a  Variable Prime-Based Rate, the Due Date.
     (n)  Working  Day:  a  Business  Day  on which banks are regularly open for
          ------------
business  in  London.