Exhibit 10.14 A Late Payment Rider


    
      

    

     

    Exhibit
      10.14 A

    

     

    

      LATE
        PAYMENT RIDER

      


      


      This
        Rider is referred to in paragraph 3 of, and constitutes a part of, a note
        of
        Borrower to the Bank dated as of November 3, 2005 (the “Note”).

      


      Borrower
        agrees to all of the Terms
        and Conditions
        set
        forth below.

      


      
        	
                Print
                  Borrowers name:

              	
                LEVEL
                  8 SYSTEMS, INC.

              


      

      


      
        	
                (Signature)
                  By: 

              	 	 	
                (Signature)
                  By: 

              	 
	
                Print
                  Name: 

              	 	 	
                Print
                  Name :

              	 
	
                Print
                  Title: 

              	 	 	
                Print
                  Title: 

              	 


      

      


      Terms
        and Conditions:

      


      Without
        limiting or waiving any rights or remedies of the Bank contained in the Note
        or
        under applicable law, and without implying that the Bank has any obligation
        to
        declare or to notify the Borrower of the occurrence of any Event of Default,
        if
        the Bank has neither declared nor notified the Borrower of the occurrence
        of an
        Event of Default, and if any amount of any required payment of principal,
        interest fees and/or Late Charge (as defined below) under the Note is not
        paid
        in full within (7) seven days after the same is due, then in addition to
        all
        interest, penalty interest or other fees due to the Bank pursuant to the
        Note,
        any rider to the Note or any agreement or document related to this credit
        facility, the Borrower shall pay the Bank a late fee equal to $14.30 for
        each
        day thereafter. Any amount due under this paragraph shall be referred to
        herein
        as a “Late Charge”. If the Note, this Rider or any other Rider refers to the
        Note, such reference shall be deemed to include this Rider.

      


      The
        Borrower shall pay any and all such Late Charges in addition to all payments
        of
        principal, interest and fees (if any) under the Note, provided, however,
        that
        during any time that any of the above Late Charges would cause the total
        interest payable under the Note to exceed the applicable maximum lawful rate
        of
        interest, then the sum of (a) all such Late Charges and (b) the amount of
        interest payable at the Applicable Rate shall automatically be reduced to
        an
        amount that shall not exceed the amount of interest payable at such maximum
        rate.

       

      
 

      New
        York Branches

      
        
          

        

      

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        Avenue of the Americas New York NY 10036-2790

      T.
        212
        782 2000  F. 212 782 2222  www.hapoalimusa.com