Exhibit 10.12


                              EMPLOYMENT AGREEMENT

This  Employment  Agreement (the  "Agreement") is made effective this 1st day of
January, 2004, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the
"Company"),  and  Anthony  Pizi,  a  resident  of the State of New  Jersey  (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 such  employment  upon the terms and  conditions set forth in this
      Agreement.

2.    Duties of Employee.  Employee's title will be Chief Executive  Officer and
      Chief Technology Officer.  Employee will be based in New Jersey.  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
      Executive  Officer and Chief  Technology  Officer.  In addition,  Employee
      shall serve as Chairman of the Board of Directors so long as he is elected
      to such post by the Board of  Directors  according  to the  By-Laws of the
      Company.  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 of the Company.  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.

4.    Termination.

      (a)   Termination  by Company for Cause.  The Company may  terminate  this
            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;


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            (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
            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 one (1) year of Employee's then base salary payable
            within thirty (30) days of the date of termination. In addition, all
            Employee's  then  outstanding  but unvested stock options shall vest
            one hundred  percent  (100%).  Other than the severance  payment and
            vesting  of  outstanding  options  set forth in this  Section  4(b),
            Employee  will be  entitled to receive no further  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  200,000  shares  of the  Company's  Common
            Stock. 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
            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 (as defined below) 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 500,000 shares of the Company's common stock. For avoidance
            of doubt,  this award shall be in lieu of the 200,000  common  stock
            shares awarded  Employee under Section 4(b) above. In addition,  all
            Employee's  then  outstanding  but unvested stock options shall vest
            one hundred  percent  (100%).  Employee  shall have thirty (30) days
            from the date written notice is given to Employee about either (a) a
            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.

            For purposes of this Section 4, a Change in Control  shall be deemed
            to have occurred if any of the following occur:

            (i)   the  merger  of  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 percent (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  fifty-one  percent (51%) of
                  the  Company's  then  outstanding  voting  stock (other than a
                  restructuring  event which results in the  continuation of the


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                  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.

      (a)   Annual  Salary.  During  the  term  of  this  Agreement  and for all
            services rendered by Employee under this Agreement, the Company will
            pay  Employee  a  base  salary  of  Two  Hundred   Thousand  Dollars
            ($200,000.00)  per  annum in  equal  bi-monthly  installments.  Such
            annual salary will be subject to adjustments by any increases  given
            in the normal course of business.

      (b)   Incentive  Compensation.  Employee  shall  be  eligible  to  receive
            incentive  compensation  in the form of a cash bonus,  the amount of
            such cash bonus is explained on Exhibit C, upon the Company reaching
            sales goals for the calendar year as set forth in the operating plan
            for the Company which was approved by the Board of  Directors.  Said
            bonus will be payable after the annual  accounts have been presented
            to the  Compensation  Committee.  Exhibit C attached hereto provides
            the benchmarks associated with achieving the Incentive Compensation.

            .

6.    Vacation.  Employee  shall be eligible for four (4) weeks of paid vacation
      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 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
      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 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
      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 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
      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
      of  Employee's  employment  with the  Company,  Employee may come into the
      possession  and control of  Proprietary  Information,  such as proprietary


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      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
      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 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  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
      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 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
      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


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      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
      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:
    ----------------------------------------     -------------------------------
Name:                                                     Anthony Pizi
     ---------------------------------------
Title:
        ------------------------------------


                                    EXHIBIT A

                                   INVENTIONS

         Employee represents that there are no Inventions.

                                                              -----------------
                                                              Employee Initials

                                    EXHIBIT B

                         EXISTING RESTRICTIVE COVENANTS



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                                    EXHIBIT C

                             INCENTIVE COMPENSATION

            REVENUE RANGE

               FROM                TO                     VARIABLE COMPENSATION

TIER 1       $      6,000,000    $      8,499,999               $   200,000
TIER 2       $      8,500,000    $    12,499,999                $   300,000
TIER 3       $    12,500,000                                    $   400,000

            Performance  significantly  in  excess  of  Tier 3 will  achieve  an
            addition reward at the discretion of the Compensation Committee










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