Exhibit 4.2


                          REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT (this  "Agreement"),  dated as of
___________,  2004,  is entered  into by and between  LEVEL 8 SYSTEMS,  INC.,  a
Delaware  corporation (the "Company"),  and the investors signatory hereto (each
investor is sometimes  individually  referred to herein as a "Purchaser" and all
such   investors   are  sometimes   collectively   referred  to  herein  as  the
"Purchasers").

                              W I T N E S S E T H :

         This  Agreement is made  pursuant to that certain  Securities  Purchase
Agreement,  dated  as of the date  hereof,  by and  among  the  Company  and the
Purchasers (the "Purchase Agreement").

         The Company and the Purchasers hereby agree as follows:

         1. Definitions.  Unless otherwise defined herein,  terms defined in the
Purchase  Agreement are used herein as therein defined,  and the following shall
have (unless  otherwise  provided  elsewhere in this  Agreement)  the  following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person that directly or indirectly  controls or is controlled by or under common
control with such Person.  For the purposes of this definition,  "control," when
used with respect to any Person,  means the possession,  direct or indirect,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise,  and the terms  "affiliated,"  "controlling"  and  "controlled"  have
meanings correlative to the foregoing.

                  "Agreement"  shall mean this  Registration  Rights  Agreement,
including all  amendments,  modifications  and  supplements  and any exhibits or
schedules to any of the foregoing,  and shall refer to the Agreement as the same
may be in effect at the time such reference becomes operative.

                  "Business  Day" shall mean any day that is not a  Saturday,  a
Sunday or a day on which  banks are  required or  permitted  to be closed in the
State of New York.

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal  agency then  administering  the  Securities  Act and other
federal securities laws.

                  "Holder or Holders"  means the holder or holders,  as the case
may be, from time to time of the Registrable Securities.

                  "NASD"  shall  mean the  National  Association  of  Securities
Dealers, Inc., or any successor corporation thereto.


                                      -12-
<PAGE>


                  "Registrable Securities" shall mean the shares of Common Stock
issuable  pursuant to the terms of the Notes and the Purchase  Agreement and any
shares of Common Stock issued or issuable upon exercise of the Warrants.

         2. Registration.  As soon as practicable following the Closing Date and
within sixty (60) days of the Closing  Date,  the Company shall prepare and file
with the Commission a  Registration  Statement  (the  "Registration  Statement")
which shall cover all of the Registrable Securities.  The Registration Statement
shall be on Form S-1 or any  successor  form.  The  Company  shall  use its best
efforts to cause the Registration  Statement to be declared  effective under the
Securities Act within one hundred twenty (120) days of the Closing Date.

         3. Registration Procedures. Subject to the provisions of Section 2, the
Company will:

         (a) prepare and file with the Commission a Registration  Statement with
respect to such  securities and use its best efforts to cause such  Registration
Statement to become and remain  effective  for a period of time required for the
disposition of such securities by the Holder thereof,  but not to exceed two (2)
years;

         (b)  prepare  and  file  with  the  Commission   such   amendments  and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective and
to comply with the  provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such Registration Statement until
the earlier of such time as all of such  securities  have been  disposed of in a
public offering or the expiration of two (2) years;

         (c)  furnish  to  each  Holder  such  number  of  copies  of a  summary
prospectus  or  other  prospectus,   including  a  preliminary  prospectus,   in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents, as such Holder may reasonably request;

         (d) use its best efforts to register or qualify the securities  covered
by such  Registration  Statement under such other securities or blue sky laws of
such  jurisdictions  within the United  States as each Holder  shall  reasonably
request to the extent such  registration  or  qualification  is required in such
jurisdictions  (provided,  however,  that the Company  shall not be obligated to
qualify  as a  foreign  corporation  to  do  business  under  the  laws  of  any
jurisdiction in which it is not then qualified or to file any general consent to
service  of  process),  and do such other  reasonable  acts and things as may be
required of it to enable  such  Holder to  consummate  the  disposition  in such
jurisdiction of the securities covered by such Registration Statement;

         (e)  furnish,  at the  request of any  Holder  during  registration  of
Registrable  Securities  pursuant  to Section 2, on the date that such shares of
Registrable  Securities are delivered to the  underwriters  for sale pursuant to
such registration or, if such Registrable  Securities are not being sold through
underwriters,  on the date that the Registration  Statement with respect to such
shares of Registrable Securities becomes effective,  (1) an opinion, dated as of
such date, of the independent counsel  representing the Company for the purposes
of  such  registration,  addressed  to the  underwriters,  if  any,  and if such
Registrable  Securities  are not being sold  through  underwriters,  then to the


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<PAGE>


Holder making such request,  in customary form and covering  matters of the type
customarily covered in such legal opinions;  and (2) a comfort letter dated such
date,  from  the  independent  certified  public  accountants  of  the  Company,
addressed to the  underwriters,  if any, and if such Registrable  Securities are
not being sold through underwriters, then to the Holder making such request and,
if such  accountants  refuse to deliver such letter to such Holder,  then to the
Company,  in a  customary  form and  covering  matters  of the type  customarily
covered by such  comfort  letters and as the  underwriters  or such Holder shall
reasonably request;

         (f)  enter  into  customary   agreements   (including  an  underwriting
agreement  in  customary  form) and take such other  actions  as are  reasonably
required in order to expedite or facilitate the disposition of such  Registrable
Securities;

         (g) notify each Holder as promptly as  practicable  upon the occurrence
of any event as a result  of which the  prospectus  included  in a  Registration
Statement,  as then in effect,  contains an untrue statement of material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements  therein not misleading in light of the  circumstances  then
existing, and as promptly as possible,  prepare, file and furnish to such Holder
a reasonable number of copies of a supplement or an amendment to such prospectus
as may be necessary so that such prospectus does not contain an untrue statement
of material fact or omits to state a material fact required to be stated therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances then existing;

         (h) provide  each Holder and its  representatives  the  opportunity  to
conduct reasonable  inquiry of the Company's  financial and other records during
normal  business hours and make available its officers,  directors and employees
for questions regarding  information which such Holder may reasonably request in
order to conduct any due diligence; and

         (i) otherwise use its best efforts to comply with all applicable  rules
and regulations of the Commission, and make available to the Holders, as soon as
reasonably  practicable,  but not later  than  eighteen  (18)  months  after the
effective date of the Registration Statement, an earnings statement covering the
period of at least twelve (12) months  beginning with the first full month after
the effective date of such  Registration  Statement,  which  earnings  statement
shall satisfy the provisions of Section 11(a) of the Securities Act.

         4. Expenses. All expenses incident to the Company's compliance with the
terms of this Agreement,  including,  without  limitation,  all registration and
filing  fees,  printing  expenses,  fees and  disbursements  of counsel  for the
Company,  expenses  of any  special  audits  incident to or required by any such
registration  and expenses of complying  with the securities or blue sky laws of
any jurisdiction pursuant to Section 3(d), shall be paid by the Company,  except
that:

         (a) all such expenses in connection with any amendment or supplement to
the Registration Statement or prospectus filed more than two (2) years after the
effective  date  of such  Registration  Statement  because  any  Holder  has not
effected the disposition of the securities  requested to be registered  shall be
paid by such Holder;


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<PAGE>


         (b) the  Company  shall  not be  liable  for  any  fees,  discounts  or
commissions to any underwriter or any fees or  disbursements  of counsel for any
underwriter in respect of the securities sold by such Holder; and

         (c) any incremental expenses incurred by the Company as a result of the
inclusion of a Holder's Registrable Securities in an underwritten offering where
the  Holder  or any of  its  Affiliates  is an  underwriter  of the  Registrable
Securities which inclusion of such Holder's  Registrable  Securities  requires a
"qualified independent underwriter" under the applicable rules of the NASD shall
be paid by such Holder.

         5.   Indemnification  and  Contribution.   (a)  In  the  event  of  any
registration of any Registrable  Securities under the Securities Act pursuant to
this Agreement, the Company shall indemnify and hold harmless the Holder of such
Registrable  Securities,  such Holder's  directors and officers,  and each other
person  (including each  underwriter)  who  participated in the offering of such
Registrable  Securities and each other person,  if any, who controls such Holder
or such  participating  person within the meaning of the Securities Act, against
any losses,  claims,  damages or  liabilities,  joint or several,  to which such
Holder or any such director or officer or  participating  person or  controlling
person may become  subject under the  Securities  Act or any other statute or at
common law, insofar as such losses,  claims,  damages or liabilities (or actions
in  respect  thereof)  arise out of or are  based  upon (i) any  alleged  untrue
statement of any material fact contained,  on the effective date thereof, in any
Registration  Statement under which such  securities  were registered  under the
Securities  Act,  any  preliminary  prospectus  or  final  prospectus  contained
therein, or any amendment or supplement thereto, or (ii) any alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  and shall reimburse such Holder or such
director, officer or participating person or controlling person for any legal or
any other expenses reasonably incurred by such Holder or such director,  officer
or participating  person or controlling  person in connection with investigating
or defending any such loss, claim, damage, liability or action.  Notwithstanding
anything to the contrary set forth in this Section  5(a),  the Company shall not
be liable to  indemnify  any person in any such case to the extent that any such
loss,  claim,  damage or liability arises out of or is based upon (1) any actual
or alleged  untrue  statement or actual or alleged  omission  either (x) made in
such Registration Statement, preliminary prospectus,  prospectus or amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by such Holder  specifically  for use therein or so furnished for
such purposes by any underwriter or (y) that had been corrected in a preliminary
prospectus,  prospectus supplement or amendment which had been furnished to such
Holder prior to any  distribution of the document  alleged to contain the untrue
statement  or  omission  to  offerees  or  purchasers,  (2) any offer or sale of
Registrable Securities after receipt by such Holder of a Standstill Notice under
Section 3(g) and prior to the delivery of the prospectus supplement or amendment
contemplated  by Section  3(g),  or (3) the Holder's  failure to comply with the
prospectus  delivery  requirements  under  the  Securities  Act  or  failure  to
distribute its Registrable  Securities in a manner  consistent with its intended
plan  of   distribution  as  provided  to  the  Company  and  disclosed  in  the
Registration Statement.  Notwithstanding the foregoing, the Company shall not be
required to  indemnify  any person for amounts paid in  settlement  of any claim
without the prior  written  consent of the Company,  which  consent shall not be


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<PAGE>


unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of any  investigation  made by or on behalf  of such  Holder or such
director,  officer or  participating  person or  controlling  person,  and shall
survive the transfer of such securities by such Holder.

         (b) Each Holder,  by  acceptance  hereof,  agrees to indemnify and hold
harmless  the  Company,   its   directors  and  officers  and  each  person  who
participated  in such offering and each other  person,  if any, who controls the
Company  within the meaning of the  Securities  Act against any losses,  claims,
damages  or  liabilities,  joint or  several,  to which the  Company or any such
director or officer or any such person may become  subject under the  Securities
Act or any other  statute  or at common  law,  insofar as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon  (i)  information  in  writing  provided  to  the  Company  by  the  Holder
specifically for use in the following documents and contained,  on the effective
date  thereof,  in  any  Registration  Statement  under  which  securities  were
registered  under  the  Securities  Act  at  the  request  of  the  Holder,  any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement  thereto,  (ii) Holder's offer or sale of  Registrable  Securities
after receipt by such Holder of a Standstill Notice under Section 3(g) and prior
to the  delivery of the  prospectus  supplement  or  amendment  contemplated  by
Section 3(g),  (iii)  Holder's  failure to comply with the  prospectus  delivery
requirements  under the Securities Act or failure to distribute its  Registrable
Securities  in a manner  consistent  with its intended plan of  distribution  as
provided  to the Company  and  disclosed  in the  Registration  Statement,  (iv)
Holder's  failure to comply with  Regulation  M under the  Exchange  Act, or (v)
Holder's failure to comply with any rules and regulations applicable because the
Holder is, or is an Affiliate  of, a registered  broker-dealer.  Notwithstanding
the provisions of this paragraph (b) or paragraph (c) below,  no Holder shall be
required to indemnify  any person  pursuant to this  Section 5 or to  contribute
pursuant  to  paragraph  (c) below in an  amount in excess of the  amount of the
aggregate  net  proceeds  received  by such Holder in  connection  with any such
registration under the Securities Act.

         (c) If the  indemnification  provided  for in this  Section  5 from the
indemnifying  party is unavailable to an indemnified  party hereunder in respect
of any losses,  claims,  damages,  liabilities or expenses  referred to therein,
then the indemnifying  party, in lieu of indemnifying  such  indemnified  party,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result  of  such  losses,  claims,  damages,  liabilities  or  expenses  in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party and  indemnified  parties in connection with the actions which resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to include any legal or other
fees or  expenses  reasonably  incurred  by such  party in  connection  with any
investigation or proceeding.


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<PAGE>


         The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  5(c)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

         6. Certain  Limitations on  Registration  Rights.  Notwithstanding  the
other provisions of this Agreement:

         (a) the Company  shall not be  obligated  to register  the  Registrable
Securities  of Holders if, in the  opinion of counsel to the Company  reasonably
satisfactory  to the Holder and its  counsel  (or,  if the Holder has engaged an
investment banking firm, to such investment  banking firm and its counsel),  the
sale or other disposition of such Holder's Registrable Securities, in the manner
proposed by such Holder (or by such  investment  banking firm),  may be effected
without registering such Registrable Securities under the Securities Act;

         (b) the Company  shall not be  obligated  to register  the  Registrable
Securities  of any  Holder  pursuant  to  Section  2 if the  Company  has  had a
registration  statement,  under  which  the  Holder  had a  right  to  have  its
Registrable Securities included pursuant to Section 2, declared effective within
one hundred and twenty  (120) days prior to the date of the request  pursuant to
Section 2; and

         (c)  the  Company   shall  have  the  right  to  delay  the  filing  or
effectiveness  of the  registration  statement  required  pursuant  to Section 2
hereof during one or more periods aggregating not more than forty five (45) days
in any  twelve-month  period  in the  event  that  (i)  the  Company  would,  in
accordance  with the advice of its  counsel,  be  required  to  disclose  in the
prospectus  information  not  otherwise  then  required  by law  to be  publicly
disclosed and (ii) in the judgment of the Company's Board of Directors, there is
a reasonable  likelihood  that such  disclosure  would  materially and adversely
affect any existing or prospective  material business situation,  transaction or
negotiation or otherwise materially and adversely affect the Company.

         7.  Selection of Managing  Underwriters.  The managing  underwriter  or
underwriters  for  any  offering  of  Registrable  Securities  to be  registered
pursuant  to Section 2 shall be  selected  by the  Holders of a majority  of the
shares being so registered and shall be reasonably acceptable to the Company.

         8. Holder Agreements.  (a) No Holder may participate in an underwritten
offering  provided  for  hereunder  unless  such  Holder  (i) agrees to sell the
Holder's  Registrable  Securities  on the  basis  provided  in the  underwriting
arrangements  contemplated  for such  offering as  reasonably  requested  by the
managing underwriter, (ii) completes and executes all questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other documents reasonably
required  under  the  terms  of such  underwriting  arrangements  as  reasonably
requested by the managing underwriter, and (iii) agrees to bear the Holder's pro
rata portion of all underwriting discounts and commissions.


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<PAGE>


         (b) Each Holder  agrees to comply with  Regulation M under the Exchange
Act in connection with its offer and sale of Registrable Securities.

         (c) Each Holder agrees that it will not sell any Registrable Securities
registered  under the  Securities  Act  pursuant to the terms of this  Agreement
until a Registration  Statement (and any  associated  post-effective  amendment)
relating  thereto has been  declared  effective and the Holder has been provided
copies of the related prospectus, as amended or supplemented to date.

         (d)  Each  Holder  agrees  to  comply  with  the  prospectus   delivery
requirements  of the Securities Act as applicable in connection with the sale of
Registrable  Securities  registered  under  the  Securities  Act  pursuant  to a
Registration Statement.

         (e) Each  Holder  agrees  that  upon  receipt  of a  Standstill  Notice
pursuant to Section 3(g), the Holder shall  immediately  discontinue  offers and
sales of Registrable  Securities registered under the Securities Act pursuant to
any  Registration  Statements  covering such  Registrable  Securities until such
Holder receives copies of the supplemented or amended prospectus contemplated by
Section 3(g) or notice from the Company that no such  supplement or amendment is
required.

         9. Miscellaneous.

         (a) No  Inconsistent  Agreements.  The Company will not hereafter enter
into any  agreement  with respect to its  securities  which  conflicts  with the
rights granted to the Holders in this Agreement.

         (b) Remedies.  Each Holder,  in addition to being  entitled to exercise
all rights granted by law,  including  recovery of damages,  will be entitled to
specific performance of its rights under this Agreement. The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this  Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate.  In any action or proceeding brought to enforce any provision
of this  Agreement  or where any  provision  hereof  is  validly  asserted  as a
defense, the successful party shall be entitled to recover reasonable attorneys'
fees in addition to any other available remedy.

         (c) Amendments and Waivers.  Except as otherwise  provided herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to  departure  from the  provisions  hereof may not be given
unless the Company has obtained the written consent of the Holder.

         (d) Notice Generally. Any notice, demand, request,  consent,  approval,
declaration,  delivery or other  communication  hereunder to be made pursuant to
the  provisions  of this  Agreement  shall be  sufficiently  given or made if in
writing and either  delivered  in person with  receipt  acknowledged  or sent by
registered or certified mail, return receipt requested,  postage prepaid,  or by
telecopy and confirmed by telecopy answerback, addressed as follows:


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<PAGE>


                  If to the Company:        Level 8 Systems, Inc.
                                            214 Carnegie Center, Suite 303
                                            Princeton, New Jersey 08540
                                            Attn:    John P. Broderick

                  With a Copy to:           Lemery Greisler LLC
                                            10 Railroad Place
                                            Saratoga Springs, New York 12866
                                            Attn:    Robert J. May, Jr., Esq.

                  If to the Holders: At the address set forth with such Holder's
name on Schedule I to the Purchase Agreement.

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval, declaration,  delivery or other communication hereunder shall
be  deemed to have  been  duly  given or served on the date on which  personally
delivered,  with  receipt  acknowledged,  telecopied  and  confirmed by telecopy
answerback or three (3) Business  Days after the same shall have been  deposited
in the United States mail.

         (e) Rule  144.  With a view to  making  available  to the  Holders  the
benefits of Rule 144 under the Securities Act ("Rule 144") and any other rule or
regulation  of the  Commission  that may at any time  permit  the Holder to sell
securities of the Company to the public without registration, the Company agrees
that it will:

                  (i) make and keep public information available, as those terms
are understood and defined in Rule 144;

                  (ii) file with the  Commission  in a timely manner all reports
and other documents required of the Company under the Exchange Act; and

                  (iii)  furnish to a Holder,  so long as such  Holder  owns any
Registrable  Securities,  forthwith upon request (A) a written  statement by the
Company,  if true, that it has complied with the reporting  requirements of Rule
144,  the  Securities  Act and the  Exchange  Act, (B) a copy of the most recent
annual or quarterly  report of the Company and such other  reports and documents
so filed by the Company,  and (C) such other  information  as may be  reasonably
requested in availing such Holder of any rule or  regulation  of the  Commission
which permits the selling of any such securities without registration.

         (f) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be binding upon the  successors and assigns of each of the parties hereto
including any person to whom Registrable Securities are transferred.

         (g) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.


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<PAGE>


         (h) Governing Law;  Jurisdiction.  This Agreement shall be governed by,
construed  and  enforced  in  accordance  with the laws of the State of Delaware
without  giving effect to the conflict of laws  provisions  thereof.  Service of
process  on the  parties  in any  action  arising  out of or  relating  to  this
Agreement shall be effective if mailed to the parties in accordance with Section
9(d) hereof.  The parties  hereto waive all right to trial by jury in any action
or proceeding to enforce or defend any rights hereunder.

         (i) Severability.  Wherever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

         (j)  Entire  Agreement.  This  Agreement,  together  with the  Purchase
Agreement,  represents the complete  agreement and  understanding of the parties
hereto in respect of the  subject  matter  contained  herein and  therein.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof.

         (k)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  all of which taken  together shall be considered one and the same
agreement and shall become effective when  counterparts have been signed by each
party and delivered to the other party,  it being  understood  that both parties
need not sign the same counterpart. In the event that any signature is delivered
by  facsimile  transmission,  such  signature  shall  create a valid and binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.



                        [SIGNATURE PAGES ATTACHED HERETO]


                                       20
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                      LEVEL 8 SYSTEMS, INC.

                                      By:
                                         ---------------------------------------
                                           John P. Broderick,
                                           Chief Operating and Financial Officer


                                      PURCHASERS:

                                      [COUNTERPART SIGNATURE PAGES FOLLOW]



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<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                              PURCHASER:


                                  ----------------------------------------------
                                               (Name of Purchaser)

                              By:
                                  ----------------------------------------------
                                             (Signature of Purchaser(s))

                              Name:
                                   ---------------------------------------------
                                   (Name of Signatory if Purchaser is an Entity)

                              Title:
                                    --------------------------------------------
                                            (if Purchaser is an Entity)



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