Exhibit 10.2


                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES  PURCHASE  AGREEMENT (this  "Agreement") is dated as of
__________,  2004, by and between LEVEL 8 SYSTEMS,  INC., a Delaware corporation
(the "Company"),  and the various  purchasers  listed on Schedule I hereto (each
referred to herein as a "Purchaser" and, collectively, the "Purchasers").

         WHEREAS,  the Company and the  Purchasers  are executing and delivering
this  Agreement in reliance  upon the  exemption  from  securities  registration
afforded by Rule 506 under  Regulation  D as  promulgated  by the United  States
Securities and Exchange  Commission (the "Commission") under Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act");

         WHEREAS,  subject  to the  terms  and  conditions  set  forth  in  this
Agreement,  the  Company  desires to issue and sell to the  Purchasers,  and the
Purchasers  desire to acquire from the Company,  promissory notes  ("Convertible
Promissory  Notes")  convertible at the Purchaser's option into shares of common
stock of the Company,  par value $.001 per share (the "Common Stock")in the form
of Exhibit A annexed  hereto,  and a stock  purchase  warrant (each a "Warrant",
and, collectively,  the "Warrants"),  in the form of Exhibit B annexed hereto to
purchase shares of the Company's Common Stock;

         WHEREAS,  contemporaneously  with the  execution  and  delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement   substantially  in  the  form  of  Exhibit  C  attached  hereto  (the
"Registration  Rights  Agreement")  pursuant  to which the Company has agreed to
provide certain  registration  rights under the Securities Act and the rules and
regulations promulgated thereunder, and applicable state securities laws.

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
and  agreements  hereinafter,  the Company and the  Purchasers  hereby  agree as
follows:

                                   ARTICLE I

                                PURCHASE AND SALE

        1.1 Purchase and Sale. On the Closing Date (as defined  below),  subject
to the terms and conditions  set forth herein,  the Company shall issue and sell
to each Purchaser and each Purchaser,  severally and not jointly, shall purchase
from the Company  the  Convertible  Promissory  Notes as set forth on Schedule I
(the  "Notes") and a Warrant  exercisable  for the amount of Common Stock as set
forth on Schedule I for such  Purchaser.  The aggregate  purchase  price for the
Notes and Warrant purchased by the Purchasers shall not exceed $800,000.

        1.2 Closing. The closing (the "Closing") of the purchase and sale of the
Notes and the Warrants  shall take place at the offices of Lemery  Greisler LLC,
10 Railroad Place,  Saratoga Springs, New York 12866,  immediately following the
execution hereof or such later date or dates or different  location or locations
as the  parties  shall  agree,  but in no  event  prior  to the  date  that  the
conditions  set  forth in  Section  4.1 have  been  satisfied  or  waived by the
appropriate  party  (such  date of the  Closing,  the  "Closing  Date").  At the
Closing:

                  a.  Each  Purchaser  shall  deliver  to the  Company  (1) this
Agreement,  duly  executed  by  such  Purchaser,  (2)  the  Registration  Rights
Agreement,  duly executed by such  Purchaser  and (3) the purchase  price as set
forth next to its name on  Schedule I in United  States  dollars in  immediately
available funds to an account or accounts  designated in writing by the Company;
and


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                  b.  The  Company  shall  deliver  to each  Purchaser  (1) this
Agreement,  duly executed by the Company, (2) the Registration Rights Agreement,
duly executed by the Company,  (3) a Warrant  representing the Purchaser's right
to  acquire  the  number of shares of Common  Stock as set forth on  Schedule  I
hereto  registered  in  the  name  of  such  Purchaser,  and  (4) a  Convertible
Promissory Note as set forth on Schedule I hereto.

ARTICLE II.
                                             REPRESENTATIONS AND WARRANTIES
         2.1  Representations  and  Warranties  of  the  Company.   The  Company
represents and warrants to each of the Purchasers that the statements  contained
in this Section 2.1 are true,  correct and  complete as of the date hereof,  and
will be true correct and  complete as of the Closing  Date (unless  specifically
made  as  of  another  date),  except  as  specified  to  the  contrary  in  the
corresponding  paragraph  of the  disclosure  schedule  prepared  by the Company
accompanying this Agreement (the "Company Disclosure Schedules"):

         a.  Organization  and  Qualification.  The Company  duly  incorporated,
validly  existing  and in good  standing  under the laws of  Delaware,  with the
requisite corporate power and authority to own and use its properties and assets
and to carry on its  business  as  currently  conducted.  Except as set forth on
Schedule  2.1(a),  the Company is duly qualified as a foreign  corporation to do
business and is in good standing as a foreign  corporation in each  jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, would not,  individually or in the aggregate,  (x)
adversely  affect  the  legality,  validity  or  enforceability  of any of  this
Agreement or the Transaction  Documents (as defined in Section 2.1(b)) or any of
the  transactions  contemplated  hereby  or  thereby,  (y) have or  result  in a
material  adverse  effect on the results of  operations,  assets,  or  financial
condition of the Company,  taken as a whole or (z) impair the Company's  ability
to  perform  fully on a timely  basis  its  obligations  under  any  Transaction
Document  (any of (x),  (y) or (z),  being a  "Material  Adverse  Effect").  The
Company has made  available  to the  Purchaser  true and  correct  copies of the
Company's Certificate of Incorporation,  as amended and as in effect on the date
hereof (the  "Certificate of  Incorporation"),  and the Company's  Bylaws, as in
effect on the date hereof (the "Bylaws").

         b. Authorization;  Enforcement. The Company has the requisite corporate
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  by this  Agreement,  the  Convertible  Promissory  Notes,  and the
Registration Rights Agreement and the Warrants  (collectively,  the "Transaction
Documents"),   and  otherwise  to  carry  out  its  obligations   hereunder  and
thereunder.  The  execution  and  delivery  of each of  this  Agreement  and the
Transaction  Documents  by  the  Company  and  the  consummation  by it  of  the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate  action  by the  Company.  Each of this  Agreement  and the
Transaction  Documents has been duly executed by the Company and when  delivered
in  accordance  with the terms  hereof  will  constitute  the valid and  binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except as such  enforceability may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting  generally the enforcement of, creditors' rights and remedies or by
other  equitable  principles  of general  application  and except that rights to


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indemnification  and  contribution may be limited by Federal or state securities
laws or public policy relating thereto.

         c. Capitalization.  As of the date hereof, the authorized capital stock
of the  Company  is as set forth in  Schedule  2.1(c).  All of such  outstanding
shares of capital stock have been, or upon issuance will be, validly  authorized
and issued,  fully paid and  nonassessable.  Except as specifically set forth in
Schedule 2.1 (c), no  securities  of the Company are entitled to  preemptive  or
similar rights,  and no Person (as  hereinafter  defined) has any right of first
refusal,  preemptive  right,  right of  participation,  or any similar  right to
participate  in the  transactions  contemplated  by the  Transaction  Documents.
Except as specifically  set forth in Schedule 2.1 (c), and except as a result of
the  purchase  and sale of the  Notes  and  Warrant,  there  are no  outstanding
options,  warrants,  script rights to subscribe to, calls or  commitments of any
character   whatsoever  relating  to,  or  securities,   rights  or  obligations
convertible  into or  exchangeable  for,  or  giving  any  Person  any  right to
subscribe for or acquire, any shares of Common Stock, or contracts, commitments,
understandings  or arrangements by which the Company or any subsidiary is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable  into shares of Common Stock.  The issue and sale of
the Notes and  Warrants  will not obligate the Company to issue shares of Common
Stock or other securities to any Person (other than the Purchasers) and will not
result in a right of any holder of Company  securities  to adjust the  exercise,
conversion, exchange or reset price under such securities.

         d. Authorization and Validity; Issuance of Shares. The shares of Common
Stock issuable upon  conversion of the Notes ("Note Shares") and exercise of the
Warrants (the "Warrant Shares",  collectively with the Note Shares the "Note and
Warrant  Shares")  are  and  will at all  times  hereafter  continue  to be duly
authorized and reserved for issuance and, when issued and paid for in accordance
with this Agreement and the Transaction Documents, will be validly issued, fully
paid and non-assessable, free and clear of all liens.

         e. No  Conflicts.  The  execution,  delivery  and  performance  of this
Agreement  and  each  of the  Transaction  Documents  by  the  Company  and  the
consummation by the Company of the transactions  contemplated hereby and thereby
(including the issuance of the **Note and Warrant  Shares**) do not and will not
(i) conflict with or violate any provision of the Certificate of  Incorporation,
Bylaws  or other  organizational  documents  of the  Company,  (ii)  subject  to
obtaining  the  consents  referred  to in  Section  2.1(f),  conflict  with,  or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation of, any agreement,  indenture,  patent,
patent  license or instrument  (evidencing a Company debt or otherwise) to which
the Company is a party or by which any property or asset of the Company is bound
or affected,  except where such  conflict or violation has not resulted or would
not reasonably be expected to result,  individually  or in the  aggregate,  in a
Material  Adverse  Effect,  or (iii)  result in a  violation  of any law,  rule,
regulation,  order,  judgment,  injunction,  decree or other  restriction of any
court or  governmental  authority  to which the  Company is  subject  (including
Federal and state  securities laws and regulations and the rules and regulations
of the  principal  market or  exchange  on which the  Common  Stock is traded or
listed),  or by which any  material  property  or asset of the Company is bound,
except where such conflict has not resulted or would not  reasonably be expected
to result, individually or in the aggregate, in a Material Adverse Effect.


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         f.  Consents and  Approvals.  The Company is not required to obtain any
consent,  waiver,  authorization  or order of,  give any  notice to, or make any
filing or registration  with, any court or other federal,  state, local or other
governmental authority, regulatory or self regulatory agency, or other Person in
connection  with the execution,  delivery and performance by the Company of this
Agreement  or  the  Transaction  Documents,  other  than  (i)  the  filing  of a
registration  statement with the Commission,  which shall be filed in accordance
with and in the time periods set forth in the Registration  Rights Agreement and
(ii) any filings,  notices or registrations  under  applicable  Federal or state
securities laws (together with the consents,  waivers,  authorizations,  orders,
notices and filings referred to on Schedule 2.1(f),  the "Required  Approvals"),
except where failure to do so has not resulted or would not  reasonably  result,
individually,  or in the aggregate, in a Material Adverse Effect. "Person" means
an individual or corporation, partnership, trust, incorporated or unincorporated
association,  joint venture,  limited  liability  company,  joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.

         g.  Litigation;  Proceedings.  Except  as  specifically  set  forth  on
Schedule  2.1(g)or in the SEC Documents (as  hereinafter  defined),  there is no
action,  suit, notice of violation,  proceeding or investigation  pending or, to
the knowledge of the Company, threatened against or affecting the Company or any
of its  subsidiaries  or any of their  respective  properties  before  or by any
court,  governmental or administrative  agency or regulatory authority (Federal,
state, county, local or foreign) (collectively, an "Action") which (i) adversely
affects or challenges the legality,  validity or  enforceability  of any of this
Agreement or the Transaction  Documents or (ii) would reasonably be expected to,
individually or in the aggregate,  have a Material  Adverse Effect.  Neither the
Company nor any  subsidiary,  nor, to the knowledge of the Company,  any officer
thereof,  is or has been,  nor, to the  knowledge of the  Company,  any director
thereof  is or has been for the last  three  years,  the  subject  of any Action
involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of  fiduciary  duty.  There has not been,  and, to the
knowledge  of  the  Company,   there  is  not  pending  or   contemplated,   any
investigation  by the Commission  involving the Company or any current or former
director  that was a director  of the  Company at any time during the last three
years or officer of the Company. The Commission has not issued any stop order or
other order suspending the effectiveness of any registration  statement filed by
the Company or any subsidiary under the Exchange Act or the Securities Act.

         h. No Default or Violation.  The Company (i) is not in default under or
in  violation  of any  indenture,  loan or other  credit  agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties  is bound and which is  required  to be included as an exhibit to any
SEC Document  (as defined in Section  2.1(j)) or will be required to be included
as an exhibit to the Company's  next filing under either the  Securities  Act or
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  (ii) is
not in  violation of any order of any court,  arbitrator  or  governmental  body
applicable  to it, (iii) is not in violation of any statute,  rule or regulation
of any  governmental  authority  to which it is subject,  (iv) is not in default
under or in  violation  of its  Certificate  of  Incorporation,  Bylaws or other
organizational  documents,  respectively  in the case of (i),  (ii)  and  (iii),
except where such violations  have not resulted or would not reasonably  result,
individually or in the aggregate, in a Material Adverse Effect.


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         i. Private  Offering.  The Company and all Persons acting on its behalf
have not made, directly or indirectly, and will not make, offers or sales of any
securities or solicited any offers to buy any security under  circumstances that
would require  registration of the Notes or the Warrants or the issuance of such
securities under the Securities Act. Subject to the accuracy and completeness of
the representations  and warranties of the Purchasers  contained in Section 2.2,
the offer,  sale and  issuance by the Company to the  Purchasers  of each of the
Notes and the Warrants and the issuance of the Note and Warrant Shares is exempt
from the registration requirements of the Securities Act.

         j. SEC Documents; Financial Statements. The Common Stock of the Company
is registered  pursuant to Section 12(g) of the Exchange Act. Since December 31,
2001, the Company has filed all reports,  schedules, forms, statements and other
documents  required to be filed by it, with the Commission,  pursuant to Section
13, 14 or 15(d) of the Exchange Act (the  foregoing  materials  and all exhibits
included  therein and financial  statements and schedules  thereto and documents
(other than exhibits to such documents)  incorporated by reference therein being
collectively  referred to herein as the "SEC  Documents"),  on a timely basis or
has received a valid extension of such time of filing and has filed any such SEC
Documents prior to the expiration of any such extension.  As of their respective
dates, the SEC Documents complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and  regulations of the
Commission promulgated  thereunder,  and none of the SEC Documents,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The  financial  statements  of the  Company  included  in  the  SEC
Documents   comply  in  all  material   respects  with   applicable   accounting
requirements  and the rules  and  regulations  of the  Commission  with  respect
thereto as in effect at the time of filing. Such financial  statements have been
prepared in accordance with generally accepted accounting  principles applied on
a  consistent  basis  during the  periods  involved  ("GAAP"),  except as may be
otherwise  specified in such  financial  statements  or the notes  thereto,  and
fairly  present in all material  respects the financial  position of the Company
and  its  consolidated  subsidiaries  as of and for the  dates  thereof  and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.

         k. Material  Changes.  Since the date of the latest  audited  financial
statements included within the SEC Documents,  except as specifically  disclosed
in the SEC Documents , (i) there has been no event,  occurrence  or  development
that has had or that could result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities  (contingent or otherwise) other than (A) trade
payables  and  accrued  expenses  incurred  in the  ordinary  course of business
consistent  with past practice and (B)  liabilities not required to be reflected
in the  Company's  financial  statements  pursuant  to  GAAP or  required  to be
disclosed in filings made with the Commission, (iii) the Company has not altered
its method of accounting  or the identity of its auditors,  (iv) the Company has
not declared or made any dividend or  distribution  of cash or other property to
its  stockholders  or purchased,  redeemed or made any agreements to purchase or
redeem any shares of its capital  stock,  and (v) the Company has not issued any
equity  securities  to any officer,  director or affiliate,  except  pursuant to
existing  Company stock option plans.  The Company does not have pending  before
the Commission any request for confidential treatment of information.


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         l. Patents and  Trademarks.  The Company and its  subsidiaries  own, or
have rights to use,  all patents,  patent  applications,  trademarks,  trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights  that  are  necessary  or  material  for  use in  connection  with  their
respective businesses as described in the SEC Documents and which the failure to
so own or have could have,  or  reasonably  be expected to result in, a Material
Adverse Effect (collectively,  the "Intellectual Property Rights").  Except with
respect to  liabilities  reflected in the Company's  financial  statements or as
otherwise  described in the SEC Documents The  Intellectual  Property Rights are
not  subject to any lien,  mortgage,  pledge,  security  interest,  encumbrance,
claim, restriction on use, option, conditional sales agreement, or charge of any
kind,  or any  rights of  others,  however  evidenced  or  created  which  would
reasonably be expected to have a Material  Adverse  Effect.  The business as now
conducted and as presently  proposed to be conducted by the Company does not and
will  not  cause  the  Company  to  infringe  or  violate  any of  the  patents,
trademarks,  service marks,  trade names,  copyrights,  domain names,  licenses,
trade secrets or other proprietary rights of any other person or entity. Neither
the  Company  nor  any  subsidiary  has  received  a  written  notice  that  the
Intellectual  Property Rights used by the Company or any subsidiary  violates or
infringes  upon the rights of any Person  which if  determined  adversely to the
Company would,  individually or in the aggregate have a Material Adverse Effect.
To the  knowledge  of the Company,  all such  Intellectual  Property  Rights are
enforceable  and there is no existing  infringement  by another Person of any of
the Intellectual Property Rights.

         m. Transactions  With Affiliates and Employees.  Except as set forth in
SEC  Documents,  none of the  officers or  directors  of the Company and, to the
knowledge  of the Company,  none of the  employees of the Company is presently a
party to any  transaction  with the  Company or any  subsidiary  (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

         n. Eligibility to Register Shares.  The Company is eligible to register
the resale of the Note and  Warrant  Shares for resale by the  Purchasers  under
Form S-1 promulgated under the Securities Act.

         o.  Registration  Rights.  Except as specifically set forth on Schedule
2.1 (o), the Company has not granted or agreed to grant to any Person any rights
(including  "piggy-back"  registration  rights)  to have any  securities  of the
Company registered with the Commission or any other governmental authority.

         p.  Broker's  Fees.  No fees or  commissions  or similar  payments with
respect to the  transactions  contemplated  by this Agreement or the Transaction
Documents  have been paid or will be payable by the  Company to any third  party
broker,  financial  advisor,  finder,  investment banker, or bank. The Purchaser


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shall have no obligation  with respect to any fees or with respect to any claims
made by or on behalf of other  Persons for fees of a type  contemplated  in this
Section 2.1(p) that may be due in connection with the transactions  contemplated
by this Agreement and the Transaction Documents.

q. Disclosure.  Except for information regarding the transaction contemplated by
this Agreement and the Transaction Documents and the terms and conditions hereof
and thereof, the Company confirms that neither it nor any other Person acting on
its behalf has  provided any of the  Purchasers  or their agents or counsel with
any  information  the  Company   believes   constitutes   material,   non-public
information.  The Company understands and confirms that the Purchasers will rely
on the foregoing  representations in effecting transactions in securities of the
Company.  All disclosure provided to the Purchasers  regarding the Company,  its
business and the transactions  contemplated  hereby,  including the Schedules to
this  Agreement,  furnished  by or on behalf of the Company are true and correct
and do not contain any untrue  statement of a material fact or omit to state any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

         2.2  Representations  and  Warranties  of the  Purchasers.  Each of the
Purchasers,  severally and not jointly,  hereby  represents  and warrants to the
Company as follows:

         a.  Organization;  Authority.  Such  Purchaser,  as  applicable,  is  a
corporation or a limited liability  company or limited  partnership duly formed,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation or formation with the requisite power and authority,  corporate or
otherwise, to enter into and to consummate the transactions  contemplated hereby
and by this Agreement and the  Transaction  Documents and otherwise to carry out
its  obligations  hereunder and thereunder.  The purchase by such Purchaser,  as
applicable,  of the Note and the Warrant  hereunder has been duly  authorized by
all necessary  action on the part of such Purchaser.  Each of this Agreement and
the Transaction Documents has been duly executed and delivered by each Purchaser
and  constitutes  the valid and legally  binding  obligation of each  Purchaser,
enforceable  against such  Purchaser in  accordance  with its terms,  subject to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally  and to  general  principles  of  equity  and  except  that  rights to
indemnification  and  contribution may be limited by Federal or state securities
laws or public policy relating thereto.

         b.  Investment  Intent.  Such  Purchaser is acquiring  the Note and the
Warrant for its own account and not with a present  view to or for  distributing
or reselling  the Note,  the Warrant or the Note and Warrant  Shares or any part
thereof  or  interest  therein  in  violation  of the  Securities  Act.  Nothing
contained herein shall be deemed a representation  or warranty by such Purchaser
to hold the Note or Warrant or Note and  Warrant  Shares for any period of time.
Such  Purchaser  is  acquiring  the Note or Warrant or Note and  Warrant  Shares
hereunder in the ordinary  course of its business.  Such Purchaser does not have
any  agreement  or  understanding,  directly or  indirectly,  with any Person to
distribute any of the Note, the Warrant or the Note and Warrant Shares.

         c.  Purchaser  Status.  At the time such Purchaser was offered the Note
and the Warrant,  and at the Closing Date and each date such Purchaser exercises
the Warrant or the  conversion  option under the Note, (i) it was and will be an


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"accredited  investor" as defined in Rule 501 under the  Securities Act and (ii)
such Purchaser, either alone or together with its representatives,  had and will
have such  knowledge,  sophistication  and  experience in business and financial
matters  so  as to be  capable  of  evaluating  the  merits  and  risks  of  the
prospective investment in the Note, the Warrant and the Note and Warrant Shares.
Such  Purchaser  is  not a  registered  broker-dealer  under  Section  15 of the
Exchange Act.

         d. Reliance.  Such Purchaser  understands and acknowledges that (i) the
Note,  the Warrant and the Note and Warrant Shares are being offered and sold to
the  Purchaser  without  registration  under  the  Securities  Act in a  private
placement that is exempt from the registration  provisions of the Securities Act
under Section 4(2) of the Securities Act or Regulation D promulgated  thereunder
and (ii) the availability of such exemption  depends in part on, and the Company
will rely upon the accuracy and truthfulness of, the  representations  set forth
in this Section 2.2 and such Purchaser hereby consents to such reliance.

         e.  Information.  Such  Purchaser and its  advisors,  if any, have been
furnished with all materials  relating to the business,  finances and operations
of the Company and materials  relating to the offer and sale of the Note and the
Warrant  which have been  requested  by such  Purchaser  or its  advisors.  Such
Purchaser and its advisors,  if any, have been afforded the  opportunity  to ask
questions of the Company.  The Purchaser  understands that its investment in the
Note and Warrant involves a significant  degree of risk.  Neither such inquiries
nor any other  investigation  conducted by or on behalf of such Purchaser or its
representatives or counsel shall modify,  amend or affect such Purchaser's right
to rely on the truth, accuracy and completeness of the Company's representations
and warranties contained in this Agreement or the Transaction Documents.

         f.  Governmental  Review.  Such  Purchaser  understands  that no United
States Federal or state agency or any other  government or  governmental  agency
has  passed  upon or made any  recommendation  or  endorsement  of the  Notes or
Warrants.

         g.  Residency.  Such  Purchaser is a resident of the  jurisdiction  set
forth immediately beside such Purchaser's name on Schedule I hereto.

         The  Company  acknowledges  and  agrees  that  the  Purchasers  make no
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 2.2.

                                  ARTICLE III.
                                OTHER AGREEMENTS

         3.1 Transfer Restrictions.

                  a. If any Purchaser  should decide to dispose of the Note, the
Warrant,  or the Note and Warrant Shares held by it, such Purchaser  understands
and agrees  that it may do so (1) only  pursuant  to an  effective  registration
statement under the Securities Act, (2) pursuant to an available  exemption from
the registration  requirements of the Securities Act, (3) to an affiliate of the
Purchaser,  or (4) pursuant to Rule 144  promulgated  under the  Securities  Act
("Rule 144").  In connection  with any transfer of any Note, the Warrant or Note
and Warrant Shares other than pursuant to an effective  registration  statement,


                                       83
<PAGE>


Rule 144, to the Company or to an affiliate of the  Purchasers,  the Company may
require the  transferor  thereof to provide to the Company a written  opinion of
counsel experienced in the area of United States securities laws selected by the
transferor,  the form and  substance of which  opinion  shall be  customary  for
opinions of counsel in comparable  transactions and reasonably acceptable to the
Company, to the effect that such transfer does not require  registration of such
transferred securities under the Securities Act; provided,  however, that if the
Note,  the  Warrant,  or Note and  Warrant  Shares may be sold  pursuant to Rule
144(k),  no written  opinion of counsel  shall be required from any Purchaser if
such Purchaser  provides  reasonable  assurances  that such security can be sold
pursuant to Rule  144(k).  Notwithstanding  the  foregoing,  the Company  hereby
consents to and agrees to register any transfer by any Purchaser to an affiliate
of such Purchaser, provided that the transferee certifies to the Company that it
is an "accredited  investor" as defined in Rule 501(a) under the Securities Act.
Any such  transferee  shall  agree in  writing  to be bound by the terms of this
Agreement and the Transaction Documents and shall have the rights of a Purchaser
under this  Agreement  and the  Transaction  Documents.  The  Company  shall not
require an opinion of counsel in  connection  with the transfer of the shares of
Note, the Warrant or the Note and Warrant Shares to an affiliate of a Purchaser.

                  b.  The  Purchasers  agree  to the  imprinting,  so long as is
required  by this  Section  3.1(b),  of the  following  legend on the Note,  the
Warrant and the Note and Warrant Shares:

         THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
         WITH  THE  SECURITIES   AND  EXCHANGE   COMMISSION  OR  THE
         SECURITIES  COMMISSION  OF ANY  STATE IN  RELIANCE  UPON AN
         EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND,  ACCORDINGLY,
         MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
         TO AN AVAILABLE  EXEMPTION  FROM, OR IN A  TRANSACTION  NOT
         SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
         ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
         AS  EVIDENCED  BY  A  LEGAL   OPINION  OF  COUNSEL  TO  THE
         TRANSFEROR TO SUCH EFFECT,  THE SUBSTANCE OF WHICH SHALL BE
         REASONABLY ACCEPTABLE TO THE COMPANY.  THESE SECURITIES MAY
         BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
         OTHER LOAN SECURED BY SUCH SHARES.

         The Company  acknowledges  and agrees that a Purchaser may from time to
time  pledge  pursuant  to a bona  fide  margin  agreement  or grant a  security
interest in some or all of the Note,  the Warrant or the Note and Warrant Shares
and,  if  required  under  the terms of such  arrangement,  such  Purchaser  may
transfer the pledged or secured Note,  Warrant or Note and Warrant Shares to the
pledgees or secured  parties.  Such a pledge or transfer would not be subject to


                                       84
<PAGE>


approval of the Company and no legal  opinion of the pledgee,  secured  party or
pledgor shall be required in connection  therewith.  Further, no notice shall be
required of such pledge.  At the appropriate  Purchaser's  expense,  the Company
will execute and deliver such reasonable  documentation  as a pledgee or secured
party  reasonably  request in connection  with a pledge or transfer of the Note,
the Warrant or the Note and Warrant Shares, including the preparation and filing
of any required prospectus supplement under Rule 424(b)(3) of the Securities Act
or other applicable  provision of the Securities Act to appropriately  amend the
list of selling stockholders thereunder.

         The Company  agrees that it will provide any  Purchaser,  upon request,
with a certificate  or  certificates  representing  the Note, the Warrant or the
Note and Warrant Shares, free from such legend at such time as such legend is no
longer required  hereunder.  If such  certificate or certificates had previously
been issued with such a legend or any other  legend,  the  Company  shall,  upon
request  and upon the  delivery of the  legended  certificate(s),  reissue  such
certificate  or  certificates  free  of any  legend.  The  Company  agrees  that
following  the  effective  date  of  the  registration   statement  meeting  the
requirements  set forth in the  Registration  Rights  Agreement and covering the
resale of the Notes and Note and  Warrant  Shares by the  Purchasers  or at such
time as such legend is no longer  required  under this Section 3.1, it will,  no
later than  three  Trading  Days (as such term is  defined  in the  Registration
Rights  Agreement)  following  the delivery by a Purchaser to the Company or the
Company's  transfer  agent  of a  certificate  representing  Notes  and Note and
Warrant  Shares  issued  with a  restrictive  legend,  deliver  or  cause  to be
delivered to such Purchaser a certificate  representing  such Notes and Note and
Warrant Shares that is free from all restrictive and other legends.

         3.2 Stop Transfer Instruction. The Company may not make any notation on
its records or give  instructions  to any  transfer  agent of the Company  which
enlarge the restrictions on transfer set forth in Section 3.1.

         3.3  Reservation of Note and Warrant  Shares.  The Company at all times
shall  reserve a  sufficient  number of shares of its  authorized  but  unissued
Common Stock to provide for the full  conversion of the Note and Warrant.  If at
any time the  number of  shares of Common  Stock  authorized  and  reserved  for
issuance is  insufficient  to cover the number of Note and Warrant Shares issued
and issuable upon exercise of the Note and Warrant  (based on the Exercise Price
(as defined in the Note and Warrant) of the Note and Warrant in effect from time
to time)  without  regard to any  limitation  on  exercises,  the  Company  will
promptly  take all  corporate  action  necessary to  authorize  and reserve such
shares including, without limitation,  calling a special meeting of stockholders
to authorize  additional  shares to meet the  Company's  obligations  under this
Section 3.3, in the case of an  insufficient  number of authorized  shares,  and
using  best  efforts  to obtain  stockholder  approval  of an  increase  in such
authorized number of shares.

          3.4 Furnishing of Information. As long as any Purchaser owns the Note,
the Warrant or the Note and Warrant Shares, the Company covenants to timely file
(or obtain  extensions in respect  thereof and file within the applicable  grace
period)  all reports  required to be filed by the Company  after the date hereof
pursuant to the Exchange Act.  Upon the request of any such Person,  the Company
shall  deliver  to such  Person a  written  certification  of a duly  authorized
officer as to whether it has complied  with the preceding  sentence.  As long as
any Purchaser owns the Note, the Warrant or the Note and Warrant Shares,  if the
Company is not required to file reports  pursuant to such laws,  it will prepare
and furnish to the  Purchasers  and make publicly  available in accordance  with


                                       85
<PAGE>


Rule  144(c) such  information  as is required  for the  Purchasers  to sell the
Company Common Stock under Rule 144.

           3.5  Integration.  The  Company  shall  not,  and  shall use its best
efforts to ensure that no affiliate of the Company shall,  sell,  offer for sale
or solicit  offers to buy or otherwise  negotiate in respect of any security (as
defined in Section 2 of the  Securities  Act) that would be integrated  with the
offer  or sale of the  Notes  hereunder  in a  manner  that  would  require  the
registration  under  the  Securities  Act  of  the  sale  of  the  Notes  to the
Purchasers,  or that would be integrated with the offer or sale of the Notes for
purposes of the rules and  regulations of the Nasdaq  National  Market,  if such
integration would result in a violation of any such rule or regulation.

         3.6 Use of Proceeds.  The Company  shall use the net proceeds  from the
sale of the Notes hereunder for working capital purposes.

         3.7 Best Efforts. Each of the parties hereto shall use its best efforts
to satisfy each of the  conditions  to be satisfied by it as provided in Article
IV of this Agreement.

                                  ARTICLE IV.
                                   CONDITIONS

         4.1 Closing.

      a. Conditions Precedent to the Obligation of the Company to Sell the Notes
and the  Warrants.  The  obligation  of the  Company  to sell the  Notes and the
Warrants is subject to the  satisfaction or waiver by the Company,  at or before
the Closing  Date,  of each of the  following  conditions:

                  (i)   Accuracy   of  the   Purchasers'   Representations   and
Warranties.  The  representations  and  warranties  of  each  Purchaser  in this
Agreement shall be true and correct in all material respects as of the date when
made and as of the Closing Date;

                  (ii) Performance by the Purchasers.  Each Purchaser shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by such Purchaser at or before the Closing Date;

                  (iii) No Injunction.  No statute, rule, regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement or the Transaction Documents; and

         b. Conditions Precedent to the Obligation of the Purchasers to Purchase
the  Notes  and  Warrants  at the  Closing.  The  obligation  of each  Purchaser
hereunder  to acquire  and pay for the Note and the  Warrant  at the  Closing is
subject to the  satisfaction  or waiver by  Purchaser,  at or before the Closing
Date, of each of the following conditions:

                  (i) Accuracy of the Company's  Representations and Warranties.
The  representations  and  warranties of the Company set forth in this Agreement
shall be true and correct in all respects as of the date when made and as of the
Closing Date;

                  (ii)  Performance  by the  Company.  The  Company  shall  have
performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or before the Closing Date;


                                       86
<PAGE>


                  (iii) No Injunction.  No statute, rule, regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement and the Transaction Documents;

                  (iv) Required  Approvals.  All Required  Approvals  shall have
been obtained;

                  (v)  Shares of  Common  Stock.  The  Company  shall  have duly
reserved the number of shares of Common Stock and the number or Note and Warrant
Shares  issuable  upon the  exercise  of the Notes or  Warrants  acquired by the
Purchasers on the Closing Date;

                  (vi) Opinion of Counsel. The Purchasers shall have received an
opinion from the Company's  counsel,  dated the Closing  Date,  addressed to the
Purchasers, in a form reasonably satisfactory to Purchasers;

                  (vii)  Certificates  and  Documents.  The  Company  shall have
delivered to the Purchasers:

      (a) The Certificate of Incorporation of the Company, as in effect prior to
      the Closing, certified by the Secretary of State of the State of Delaware;

      (b) Certificate,  as of a date not more than 15 days prior to Closing,  as
      to the corporate good standing of the Company,  issued by the Secretary of
      State of the State of Delaware;

      (c)  By-laws of the  Company,  certified  by its  Secretary  or  Assistant
      Secretary as being in effect on the date of Closing; and

      (d) Resolutions of the Board of Directors of the Company,  authorizing and
      approving  all  matters  in  connection   with  this   Agreement  and  the
      transactions  contemplated hereby, certified by the Secretary or Assistant
      Secretary of the Company as of the date of Closing.; and

                  (viii)   Compliance   Certificate.   The  Company  shall  have
delivered to the Purchasers a  certificate,  executed by the CEO or President of
the  Company,  dated the Closing  Date,  certifying  to the  fulfillment  of the
conditions specified in this Article IV(b).



                                       87
<PAGE>


                                   ARTICLE V.
                                 INDEMNIFICATION

         5.1 Indemnification. The Company will indemnify and hold the Purchasers
and their  directors,  officers,  shareholders,  partners,  employees and agents
(each,  a  "Purchaser  Party")  harmless  from any and all losses,  liabilities,
obligations,  claims, contingencies,  damages, costs and expenses, including all
judgments,  amounts paid in settlements,  court costs and reasonable  attorneys'
fees and costs of  investigation  that any such  Purchaser  Party may  suffer or
incur  as a  result  of or  relating  to (a) any  misrepresentation,  breach  or
inaccuracy, or any allegation by a third party that, if true, would constitute a
breach or inaccuracy,  of any of the representations,  warranties,  covenants or
agreements  made by the Company in this  Agreement  or in the other  Transaction
Documents;  or (b) any cause of action,  suit or claim  brought or made  against
such  Purchaser  Party and solely  arising out of or solely  resulting  from the
execution,  delivery, performance or enforcement of this Agreement or any of the
other Transaction  Documents.  The Company will reimburse such Purchaser for its
reasonable  legal and other expenses  (including the cost of any  investigation,
preparation  and  travel  in  connection   therewith)   incurred  in  connection
therewith,  as such expenses are incurred.  Notwithstanding  the foregoing,  the
Company shall not be required to indemnify any the Purchaser  under the terms of
this Article V with respect to any claim or violation for which  indemnification
is expressly excluded under the Registration Rights Agreement.

                                  ARTICLE VI.
                                  MISCELLANEOUS

        6.1 Entire  Agreement.  This  Agreement,  together with the Exhibits and
Schedules hereto and the Transaction  Documents contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters.

        6.2  Notices.  Whenever it is provided  herein that any notice,  demand,
request, consent,  approval,  declaration or other communication shall or may be
given to or served upon any of the parties by  another,  or whenever  any of the
parties  desires  to give or serve  upon  another  any such  communication  with
respect to this Agreement, each such notice, demand, request, consent, approval,
declaration  or other  communication  shall be in writing  and  either  shall be
delivered  in person with receipt  acknowledged  or by  registered  or certified
mail, return receipt requested, postage prepaid, or by telecopy and confirmed by
telecopy answerback addressed as follows:

                  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.


                                       88
<PAGE>


                  If to  the  Purchasers:  To  the  address  set  forth  on  the
counterpart signature page of such Purchaser, 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 or
other  communication  hereunder  shall be deemed  to have  been  duly  given and
effective  on the  earliest of (a) the date of  transmission,  if such notice or
communication  is delivered via facsimile at the facsimile  number  specified in
this Section  prior to 6:30 p.m. (New York City time) on a business day, (b) the
next  business  day  after  the  date  of   transmission,   if  such  notice  or
communication  is delivered via facsimile at the facsimile  number  specified in
this  Section on a day that is not a business  day or later than 6:30 p.m.  (New
York City time) on any business  day, (c) the business day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given. As
used herein, a "business day" means any day except Saturday,  Sunday and any day
which shall be a federal legal holiday or a day on which banking institutions in
the State of New York are  authorized  or required by law or other  governmental
action to close.

         6.3 Amendments;  Waivers.  No provision of this Agreement may be waived
or amended except in a written  instrument  signed, in the case of an amendment,
by both the Company and each of the Purchasers  or, in the case of a waiver,  by
the party against whom  enforcement  of any such waiver is sought.  No waiver of
any default with respect to any  provision,  condition  or  requirement  of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other  provision,  condition or requirement  hereof,  nor shall any delay or
omission of either  party to exercise any right  hereunder in any manner  impair
the exercise of any such right accruing to it thereafter.

        6.4  Headings.  The headings  herein are for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

         6.5 References.  References  herein to Sections are to Sections of this
Agreement, unless otherwise expressly provided.

        6.6  Successors and Assigns;  Assignability.  Neither this Agreement nor
any right, remedy, obligation or liability arising hereunder or by reason hereof
shall be  assignable by either the Company or the  Purchasers  without the prior
written consent of the other party. In the event that such prior written consent
is  obtained  and this  Agreement  is assigned by either  party,  all  covenants
contained  herein shall bind and inure to the benefit of the parties  hereto and
their respective successors and assigns.

         6.7 No  Third-Party  Beneficiaries.  This Agreement is intended for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person.

         6.8 Governing Law; Waiver of Jury Trial.  All questions  concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by and construed  and enforced in accordance  with the internal laws
of the State of Delaware,  without  regard to the principles of conflicts of law
thereof. Each party agrees that all proceedings  concerning the interpretations,
enforcement and defense of the  transactions  contemplated by this Agreement and
any other Transaction  Documents  (whether brought against a party hereto or its
respective affiliates,  directors, officers, shareholders,  employees or agents)


                                       89
<PAGE>


(each a  "Proceeding")  shall be commenced  exclusively in the state and federal
courts  sitting in the State of Delaware.  Each party hereto hereby  irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the State of  Delaware  for the  adjudication  of any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein  (including with respect to the enforcement of the any of the Transaction
Documents),  and  hereby  irrevocably  waives,  and  agrees not to assert in any
Proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such  Proceeding  is improper.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  Proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  Each  party  hereto  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions  contemplated  hereby.  If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document,  then
the prevailing  party in such Proceeding  shall be reimbursed by the other party
for  its  attorneys  fees  and  other  costs  and  expenses  incurred  with  the
investigation, preparation and prosecution of such Proceeding.

         6.9 Survival. The representations, warranties, agreements and covenants
contained herein shall survive following the Closing.

         6.10 Counterparts; Facsimile Signatures. This Agreement may be executed
in two  or  more  counterparts,  all of  which  when  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.

         6.11 [Intentionally Deleted]

         6.12 Publicity.  Neither the Company nor the Purchasers shall issue any
press  release  or  make  any  public  disclosure   regarding  the  transactions
contemplated  hereby unless such press release or public  disclosure is approved
by the other party hereto in advance. Notwithstanding the foregoing, each of the
parties  hereto  may,  in  documents  required to be filed by it with the SEC or
other regulatory  bodies,  make such statements with respect to the transactions
contemplated  hereby as each may be advised by counsel is legally  necessary  or
advisable,  and may make such  disclosure  as it is  advised  by its  counsel is
required by law.

         6.13  Severability.  In case any one or more of the  provisions of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefor,  and upon so agreeing,  shall incorporate such substitute provision in
this Agreement.

         6.14 Further  Assurances.  Each party shall do and perform, or cause to
be done and performed,  all such further acts and things,  and shall execute and
deliver all such other agreements,  certificates,  instruments and documents, as


                                       90
<PAGE>


the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

         6.15  Replacement  of  Certificates.  If any  certificate or instrument
evidencing any shares of Common Stock is mutilated,  lost,  stolen or destroyed,
the Company shall issue or cause to be issued in exchange and  substitution  for
and upon cancellation  thereof, or in lieu of and substitution  therefor,  a new
certificate  or  instrument,  but  only  upon  receipt  of  evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity,  if requested.  The applicants  for a new  certificate or
instrument under such  circumstances  shall also pay any reasonable  third-party
costs associated with the issuance of such replacement shares.

         6.16  Remedies.  In addition to being  entitled to exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Purchasers and the Company will be entitled to specific  performance  under this
Agreement or the Transaction Documents.  The parties agree that monetary damages
may not be adequate  compensation  for any loss incurred by reason of any breach
of obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy at law would be adequate.

         6.17  Independent  Nature of Purchasers'  Obligations  and Rights.  The
obligations of each Purchaser under this Agreement or any  Transaction  Document
are several and not joint with the  obligations of any other  Purchaser,  and no
Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser under this Agreement or any Transaction Document. Nothing
contained  herein or in any  Transaction  Document,  and no action  taken by any
Purchaser  pursuant  thereto,  shall be deemed to constitute the Purchasers as a
partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption  that the Purchasers are in any way acting in concert or as
a group with respect to such  obligations or the  transactions  contemplated  by
this Agreement or any the Transaction Document. Each Purchaser shall be entitled
to independently  protect and enforce its rights,  including without  limitation
the  rights  arising  out of  this  Agreement  or out of the  other  Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.

         6.18 Fees and Expenses.  Except as set forth in the Registration Rights
Agreement,  and except as  provided  herein,  each Party  shall pay the fees and
expenses of its advisers, accountants and other experts.


                                       91
<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Securities
Purchase Agreement to be duly executed by their respective authorized persons as
of the day and year first above written.

                                           LEVEL 8 SYSTEMS, INC.


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


                                           PURCHASERS:

                                           [COUNTERPART SIGNATURE PAGES FOLLOW]


                                      -92-
<PAGE>


         IN  WITNESS  WHEREOF,   the  undersigned   Purchaser  has  caused  this
Securities  Purchase Agreement to be duly executed by its respective  authorized
persons as of the day and year first above written.

PURCHASER:

-------------------------------------------------------------
               (Print or Type Name of Purchaser)

By:
   ----------------------------------------------------------
Name:
     --------------------------------------------------------
Title:
      -------------------------------------------------------
RESIDENCE:
          ---------------------------------------------------

ADDRESS:
        -----------------------------------------------------

        -----------------------------------------------------

          ---------------------------------------------------
          Telephone:
                    -----------------------------------------
          Facsimile:
                    -----------------------------------------
          Attention:
                    -----------------------------------------

AGGREGATE SUBSCRIPTION AMOUNT:

Face Value of Convertible Promissory Note:
                                          -------------------------------------


           [PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]



                                       93
<PAGE>


<TABLE>
<CAPTION>
                                                      SCHEDULE I

NAME AND                                                 NUMBER OF              CONVERTIBLE             FACE VALUE OF
ADDRESS OF PURCHASER            RESIDENCE          NUMBER OF NOTE SHARES        WARRANT SHARES         PROMISSORY NOTE
--------------------            ---------          ---------------------        --------------         ---------------
<S>                             <C>                <C>                          <C>                    <C>





</TABLE>






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