Cash Collateral Pledge Agreement - CICERO INC - 3-29-2001

Document Sample
Cash Collateral Pledge Agreement - CICERO INC - 3-29-2001 Powered By Docstoc
					EXHIBIT 10.20B BANK HAPOALIM B.M. CASH COLLATERAL PLEDGE AGREEMENT (U.S. Currency) Dated as of December 15, 2000 Specific Terms Pledgor: Level 8 Systems, Inc. (a) Pledgor's Address (include only one address): 8000 Regency Parkway Cary, NC 27511 E-mail:______________________________________________________ Answerback:__________________________________________________ Fax No.:_____________________________________________________ (b) Description of Deposit and Depository: Original principal amount of Deposit Pledged: $10,000,000.00 Branch (check one and complete if necessary): [X] New York Branch, 1177 Avenue of the Americas, New York, New York 10036 [_] Other (specify): Bank Hapoalim Account No. (if available): 01057827 Type of Deposit (check one and complete if necessary): [X] Time Deposit [_] Money Market [_] Demand Deposit (c) Debtor(s), if any: Other than Pledgor(s) whose obligations are secured by this Agreement. None.

-2Definitions of certain capitalized terms are included in Section 21. 1. Pledge and Assignment; Security for Liabilities: For value received, Pledgor hereby assigns, transfers and pledges to Bank Hapoalim B.M. (the "Bank") and grants to the Bank, as security for any and all Liabilities of Pledgor and of any Debtor(s), identified in Specific Terms, a security interest in all of the right, title and interest of Pledgor in, to and under the Collateral described below. As used herein, "Collateral" shall mean (i) the Deposit, (ii) any cash or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for or in substitution for the Deposit, including interest accruing thereon, (iii) any deposits or other sums at any time credited by or due from any office of the Bank or any subsidiary of the Bank (hereinafter a "Subsidiary") to Pledgor (regardless of the currency thereof and whether general or special, contingent and/or matured), and securities or other property of Pledgor at any time in the possession of any office of the Bank or Subsidiary, (iv) all replacements, substitutions, extensions, renewals and proceeds of any and all of the foregoing and (v) all rights and privileges of Pledgor with respect to any and all of the foregoing. 2. Guarantee by Pledgor of Liabilities of Debtors: (a) Subject to Section 2(b), Pledgor irrevocably and unconditionally guarantees to the Bank payment when due, whether by demand, acceleration or otherwise, without defense, waiver, setoff or counterclaim, of each and every Liability of any Debtor (hereinafter, "Pledgor's Guarantee Undertaking"). (b) In the event of any inconsistency with respect to the Pledgor's Guarantee Undertaking between this Agreement and any other guarantee agreement executed by Pledgor in favor of the Bank (hereinafter, a "Guarantee"), the terms of such Guarantee shall apply. In the event that there shall not exist any such other Guarantee, the following terms shall apply to Pledgor's Guarantee Undertaking: (i) the obligation of Pledgor with respect to the Liabilities of the Debtor(s) shall not exceed the value from time to time of the Collateral and (ii) the Bank shall be limited to enforcing its remedies against Pledgor in connection with this Agreement with respect to the Liabilities of the Debtor(s) solely against the Collateral. 3. The Deposit: (a) On or before the date of this Agreement, Pledgor has placed immediately available funds with the Bank as further identified above under "Specific Terms" (individually and collectively the "Deposit"). The Deposit and any interest or other income thereon shall be kept in an account (the "Account") at the Branch or Subsidiary of the Bank identified above (such Branch or Subsidiary sometimes referred to hereinafter as the "Depository"). The Deposit shall also include any amounts delivered by the Pledgor for deposit in the Account subsequent to the date of this agreement as required by the terms of the Loan Agreement between the Bank and the Borrower dated as of the date hereof. The Deposit shall be kept under the sole dominion and control of the Depository subject, however to the instructions of the Bank, if the Depository is a Subsidiary. Pledgor shall have no right to withdraw any amounts from the Deposit, including any interest paid thereon, except as provided in the Loan Agreement and when the Liabilities shall have been paid in full. (b) If any Deposit is evidenced by a certificate or instrument, the Pledgor shall deliver and, if necessary, endorse in any manner necessary to transfer, to the Bank any certificates or instruments constituting, representing or evidencing any such Deposit. (c) Any Deposit may be issued in book entry form by the Depository against funds which have been booked in the Account, and a confirmation of deposit, as distinguished from a physical certificate may, in the discretion of the Depository, serve to evidence such deposit. 4. Rights of Bank with Respect to Deposit: (a) The Bank may from time to time (i) apply any

-3funds in the Deposit to satisfy the Liabilities (or any part thereof) as the same shall become due or payable in accordance with the terms thereof and as otherwise provided by applicable law, in each case, regardless of the stated maturity of the Deposit, (ii) exercise all rights of Pledgor in the Deposit and (iii) retain all income or interest on the Deposit as additional Collateral. (b) As long as any of the Liabilities to which this Agreement applies shall be outstanding and no Event of Default shall have occurred, on the maturity date of the Deposit, the amount due with respect thereto, including interest thereon, will automatically be placed in a new deposit, which shall then be deemed to be the "Deposit." The term of such Deposit shall be, at the option of and upon notice by the Pledgor given to the Depository at least seven Business Days prior to the then existing maturity date, one of such terms as may be permitted at such time by the Depository, or in the absence of such selection by the Pledgor and notice to the Depository, a term selected by the Depository not to exceed the longer of one year or the term of the maturing Deposit. 5. Representations, Warranties and Covenants: Pledgor hereby represents and warrants to, and covenants with, the Bank that, (a) the Collateral existing on the date hereof is and will continue to be, and, as to Collateral arising after the date hereof, will be, free from all security interests or other encumbrances except the Bank's rights under this Agreement and/or any other agreement between Pledgor and the Bank, (b) Pledgor has full right, power and authority to enter into this Agreement, grant the security interests in the Collateral hereunder and perform Pledgor's obligations hereunder, (c) the execution, delivery and performance of this Agreement, the pledge of the Collateral hereunder and the exercise of the Bank's rights hereunder and/or under applicable law do not and will not violate or contravene the terms of Pledgor's charter documents or any agreement, instrument, law, rule, regulation, or judgment binding on Pledgor or its properties, (d) no registration with, or consent or approval of, or other action by or with, any court or governmental body or authority or any other Person is required in connection with the execution, delivery and performance of this Agreement or the exercise of the Bank's rights hereunder, (e) this Agreement constitutes the legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, (f) the security interests granted hereunder to the Bank are and will continue to be (or will be, in the case of Collateral hereafter arising) a valid first lien on and security interest in the Collateral, superior and prior to the rights of all third Persons, and no filing or other act is required to create and perfect such lien and security interest, and (g) the Pledgor is not presently insolvent and the transfer and pledge of the Collateral to the Bank does not result in the insolvency of the Pledgor. 6. Further Assurances; Bank Appointed Attorney-in-Fact: Pledgor agrees at Pledgor's own expense to take such actions and to execute such writings as the Bank may request from time to time and irrevocably authorizes the Bank to take such actions and to execute such writings as Pledgor's agent and attorney-in- fact, which authorization is irrevocable and coupled with an interest to perfect, confirm and assure the Bank's security interest in the Collateral, to assist the Bank's realization thereon and to otherwise accomplish the purposes hereof. 7. Rights and Remedies Upon Default: Upon the occurrence of any Event of Default, the Bank shall have, in addition to other rights provided in this Agreement and the rights of a secured party under the Uniform Commercial Code as in effect in the State of New York and under any other applicable law as in effect from time to time, the right, without prior notice (except as may be required by law and may not be waived) to, or consent from, the Pledgor and without releasing or affecting this Agreement or the Pledgor's obligation hereunder, to (i) demand and receive payments on or from the Deposit and give releases, receipts and acquittances therefor, (ii) exercise any right of set-off the Bank may have with respect to the Deposit (regardless of its stated maturity), (iii) effect one or more withdrawals from the Account (regardless of its stated maturity) as may be required to pay wholly or partially any Liability of the Pledgor or any Debtor referred to in, or any obligation of the Pledgor created by, this Agreement at any time outstanding, and (iv) apply any amounts so withdrawn, set-off or received on account of any Liability referred to in, or any obligation of the Pledgor created by, this Agreement.

-4In the course of exercising the remedies provided for hereunder and/or under applicable law, the Bank shall have the right to apply any amount held, realized or received by it first, toward the payment of any of its costs and expenses in enforcing this Agreement, in realizing upon or protecting any Collateral and in enforcing or collecting, or preserving its rights with respect to, the Liabilities (including, without limitation, attorneys' fees and expenses), second, to the payment of all other Liabilities in such order as the Bank may elect, and third, as otherwise provided by applicable law. Any instruments or certificates evidencing any Collateral remaining after the Liabilities have been paid in full shall be delivered to Pledgor or Pledgor's successors or assigns or as otherwise required under applicable law. 8. Security Interest Absolute: The obligations of Pledgor hereunder shall remain in full force and effect without regard to, and shall not be impaired by: (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Debtor or any guarantor, endorser or other Person providing security or otherwise liable for any of the Liabilities; (b) any exercise or nonexercise, or any waiver, by the Bank of any right, remedy, power or privilege under or in respect to the Liabilities or any other agreement, instrument or document executed in connection with or relating to or evidencing any of the Liabilities or any security for or any guarantee of any of the Liabilities (other than this Agreement); (c) any extension, renewal, continuation of or amendment to or modification of any of the Liabilities, any agreement, instrument or document executed in connection with or relating to or evidencing any of the Liabilities or any security for or any guarantee of any of the Liabilities (other than this Agreement); or (d) the invalidity, irregularity or unenforceability of all or any part of the Liabilities or any security for or any guarantee of any of the Liabilities, whether or not Pledgor shall have notice or knowledge of any of the foregoing. 9. Reinstatement of Liability: If claim is ever made upon the Bank for repayment or recovery of any amount or amounts received by the Bank in payment or on account of any of the Liabilities of any Debtor and the Bank repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Bank or any of its property, or (b) any settlement or compromise of any such claim effected by the Bank with any such claimant (including such Debtor), then any such judgment, decree, order, settlement or compromise shall be binding upon Pledgor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any liability of such Debtor, and Pledgor shall be and remain liable to the Bank hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Bank. 10. Waiver of Subrogation and Creditor Status: Pledgor irrevocably waives and gives up any and all legal and equitable rights and claims arising from the existence or performance of this Agreement that Pledgor may now or hereafter have and that would result in the Pledgor being deemed a "creditor" (under the U.S. federal Bankruptcy Code or any other law) of any Debtor or of any other person or entity directly or contingently liable for any of the Liabilities of such Debtor (a "Third Party"), including without limitation all rights of subrogation, indemnity, reimbursement, exoneration and/or contribution, and including without limitation any such right or claim against or with respect to any property (including without limitation any collateral security) of such Debtor or of any Third Party. In furtherance, and not in limitation, of the preceding waiver, Pledgor agrees that any exercise by the Bank of its security interest in any of the Collateral securing any of the Liabilities of any Debtor shall be deemed a contribution to the capital of such Debtor, and any such payment shall not constitute Pledgor as a "creditor" of any such Debtor or of any Third Party. 11. Limitation on Bank Liability: Beyond the exercise of reasonable care to assure the safe custody of the Collateral in its possession, the Bank shall have no duty or liability to preserve rights pertaining thereto. Furthermore, the Bank is under no duty to the Pledgor to protect, secure, insure or obtain or perfect any security interest in any property pledged by any other Person in connection with any Liability of the Pledgor or of any Debtor. In any event, the Bank and its directors, officers and employees shall not be liable for any special, consequential or punitive damages.

-512. Indemnification: Pledgor agrees to indemnify and hold the Bank and/or any agents of the Bank harmless from and against, and pay on demand to the Bank or such agents, any and all loss, liability, cost and expense (including filing fees and reasonable attorneys' fees and expenses in advising, representing or litigating on behalf of the Bank) in connection with any matter relating to Pledgor, the Collateral and/or this Agreement, including the Bank's exercising any of its rights, remedies and powers hereunder, unless such loss, liability, cost or expense shall be due to willful misconduct or gross negligence on the part of the Bank or such agents. Any such loss, liability, cost or expense shall, from the date incurred, be part of the Liabilities secured by this Agreement. 13. Waiver of Protest, etc.: Pledgor waives notice of acceptance of this Agreement and notice of any Liability to which it may apply, and waives presentment, notice of payment, protest, notice of dishonor or nonpayment of any Liabilities of any Debtor, or of any suit or the taking of other action by the Bank against, and any other notice to, any Person liable thereon. 14. Parties: Pledgor, if more than one, shall be jointly and severally liable under this Agreement. Anyone signing this Agreement shall be bound hereby, whether or not anyone else signs this Agreement at any time. Any reference herein to the Pledgor or to any Debtor shall include (a) any successor or successors to which all or substantially all of the business or assets of Pledgor or of such Debtor shall have been transferred directly or indirectly and (b) any other corporation, firm or entity into or with which Pledgor or any Debtor shall have merged, consolidated or reorganized. The term "Bank" includes any agent of the Bank acting for it. 15. Amendments, etc.: None of the terms or conditions of this Agreement may be changed, waived, modified or varied in any manner whatever unless in a writing duly signed on behalf of the Bank; and each such waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the Bank or the obligations of the Pledgor to the Bank in any other respect at any other time. 16. Provisions of Other Agreements: Neither the provisions of this Agreement nor the Bank's acceptance of a pledge of and/or security interest in the Collateral shall in any way limit, diminish or waive any of the Bank's rights under any other agreement with Pledgor or any other Person, by law or otherwise. 17. No Representation of Nonenforcement: Pledgor acknowledges that no representative or agent of the Bank has represented or indicated that the Bank will not enforce any provision of this Agreement in the event of litigation or otherwise. 18. Benefit of Agreement; Revocation: This Agreement is binding upon Pledgor and the executors, administrators, successors and assigns of Pledgor; provided, however, Pledgor may not, without the prior written consent of the Bank, assign any of its rights or obligations hereunder to any person. Pledgor agrees that this Agreement shall continue until a written revocation signed by Pledgor, or in case of the death of the Pledgor, by some person qualified to act for the estate of the Pledgor, is received by the Bank, and that such revocation shall not affect the rights of the Bank in the Collateral and proceeds thereof arising prior to receipt of such revocation. 19. Pledgor as Partnership: In the event that Pledgor is a partnership, this Agreement shall continue in effect and apply to all obligations of Pledgor and/or any successor partnership(s) from time to time incurred or accruing before or after any dissolution, termination or changes in personnel of the Pledgor and/or any successor partnership(s). 20. Bank Transfers: (a) Transferability. Without limiting the Bank's rights hereunder the Bank may make a Transfer of all or any part of (i) any obligation of Pledgor to the Bank, (ii) any obligation of

-6any other party in connection with any of such obligations, (iii) any agreement of any party in connection with any of such obligations, (iv) any collateral, mortgage, lien or security interest, however denominated, securing any of such liabilities, and/or (v) the Bank's rights and, if any, liabilities with respect to any of the foregoing. (b) Extent of Transfer. In the event the Bank shall make any Transfer of any of the above listed items ("Transferred Items"), then, to the extent provided by the Bank with respect to such Transfer, the Transferee shall have the rights, powers, privileges and remedies of the Bank. The Bank shall thereafter, to the extent of such Transfer, be forever relieved and fully discharged from all liability or responsibility, if any, that it may have to any Person with respect thereto, except for claims, if any, arising prior to or upon such Transfer. The Bank shall retain all its rights and powers with respect to any Transferred Items to the extent that it has not made a Transfer thereof. (c) Disclosures. The Bank is authorized to disclose to any prospective or actual Transferee any information that the Bank may have or acquire about Pledgor and any information about any other Person submitted to the Bank by or on behalf of Pledgor. 21. Definitions: As used herein, the following terms shall have the meanings specified below and shall include in the singular number the plural and in the plural number the singular: "Business Day" shall mean any day on which banks in New York City and, if different, the city where the Office is located, are regularly open for business. "Event of Default" shall mean the occurrence of any of the following: (i) a default or Event of Default under any documentation for any loan or other facility made available by the Bank to Pledgor or to any Debtor, (ii) the Pledgor shall fail, following three Business Days' notice from the Bank to make any required deposits as may be required pursuant to Section 4(b) hereof or the Pledgor shall fail to perform any of its other obligations hereunder, (iii) any representation or warranty made by the Pledgor in this Agreement shall prove to be incorrect or misleading in any material respect, or (iv) any levy upon, seizure of, or the commencement of any legal proceeding against the Collateral. "Governmental Authority" shall mean any domestic or foreign, national or local (a) government, (b) governmental, quasi-governmental or regulatory agency or authority, (c) court or (d) central bank or other monetary authority. "Liabilities" shall mean any and all indebtedness, obligations and liabilities (in whole or in part) for the payment of money, whether (a) absolute or contingent, (b) joint, several or independent, (c) now or hereafter existing, (d) due or to become due, (e) secured or unsecured, of Pledgor or any Debtor to, or held or to be held by, the Bank in any jurisdiction worldwide for its own account or as agent for another or others, whether created directly or acquired by Transfer or otherwise, and any and all extensions, continuations, renewals and/or modifications thereof. "Office" shall mean 1177 Avenue of the Americas, New York City, or such other office or address as the Bank may notify the Pledgor. "Person" shall mean any person, partnership, joint venture, company, corporation, unincorporated organization or association, trust, estate, Governmental Authority, or any other entity. "Transfer" shall mean any negotiation, assignment, participation, conveyance, grant of a security interest, lease, delegation or any other direct or indirect transfer of a complete or partial, legal, beneficial, economic or other interest or obligation. "Transferee" shall mean any Person to whom a transfer is made. 22. Jurisdiction; Waiver of Sovereign Immunity: Pledgor submits to the non-exclusive jurisdiction of the federal and state courts in the State of New York and, if different, the state where the

-7Office is located, with respect to any legal action or proceeding arising hereunder or relating to any of the obligations of Pledgor. Pledgor hereby irrevocably consents to service of process in any such action or proceeding in any of such courts by personal delivery at, or by mail addressed to any address to which the Bank may address notices to the Pledgor as set forth below. Pledgor waives the right to assert any counterclaim or setoff in any litigation brought to enforce the Bank's above and remedies hereunder. In connection with any litigation, Pledgor irrevocably waives any sovereign immunity that it may have or hereafter acquire, including but not limited to immunity from the jurisdiction of any court, from any legal process, from attachment prior to judgment, from attachment in aid of execution, from execution or otherwise. 23. CHOICE OF LAW; WAIVER OF JURY TRIAL: THIS AGREEMENT AND RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT PERFECTION OF THE SECURITY INTEREST HEREUNDER OR REMEDIES HEREUNDER IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES. PLEDGOR WAIVES, AND UNDERSTANDS THAT THE BANK WAIVES, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT. 24. Continuing Nature of Agreement: This Agreement is a continuing one, and all Liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. 25. Descriptive Headings: The descriptive headings for the sections of this Agreement are inserted for reference only and shall not be deemed to affect the meaning or construction of any provision of this Agreement or be considered a part of this Agreement. 26. Notices: Any notice in connection with this Agreement shall be in writing and may be delivered personally or by cable, telex, telecopy or other electronic means of communication, or certified mail, return receipt requested, addressed (a) to Pledgor as set forth above or to any other address that the Bank believes to be the address of the Pledgor, and (b) to the Bank at Bank Hapoalim B.M., 1177 Avenue of the Americas, New York, New York 10036, Attention: Legal Department or to such other address as the Bank may notify the Borrower. Any such notice or other communication may also be addressed to such other address(es) as may be designated in writing afterwards. All such notices or other communications shall be deemed given when delivered personally or electronically or when mailed, except notice of change of address or notice of revocation pursuant to Section 18 hereof, each of which shall be deemed to have been given only when received. 27. "In Trust For" Accounts: If the Deposit or the Account is held in trust for one or more beneficiaries, the Pledgor acknowledges that whenever the Bank chooses to exercise any of its rights hereunder, then to such extent the trust created in the Deposit or the Account or the benefit of such beneficiaries shall be revoked, terminated and/or modified. 28. Termination; survival: The Bank may terminate this Agreement by notice to the Pledgor Section 12 will survive termination of this Agreement. 29. Entire agreement: This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. 30. Amendments: No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged.

-831. Severability: To the extent a provision of this Agreement is unenforceable, this Agreement will be construed as if the unenforceable provisions were omitted.
For Pledgors that are individuals: For all other Pledgors (e.g. corporations or partnerships): Level 8 Systems, Inc. ----------------------------------NAME OF PLEDGOR By:________________________________ (Signature) By:________________________________ Title or Capacity:_________________ (if signing on behalf of Pledgor) By:________________________________ (Signature)

(Signature) _____________________ PLEDGOR

_________________________________ PRINT NAME OF PLEDGOR (Signature)______________________ PLEDGOR

_________________________________ PRINT NAME OF PLEDGOR

Title or Capacity:_________________

(if signing on behalf of Pledgor)

EXHIBIT 10.20C THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAW. LEVEL 8 SYSTEMS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK LEVEL 8 SYSTEMS, INC., a Delaware Corporation (the "Company"), hereby grants to Tarshish Hahzakot VeHashkaot Hapoalim LTD (the "Holder"), the right to purchase from the Company the number of shares of Common Stock of the Company, par value $0.001 (the "Common Shares") specified below, subject to the terms and conditions set forth below, effective as of December 28, 2000 (the "Effective Date"). 1. Number of Common Shares Available for Purchase and Exercise Price This Warrant may be exercised to purchase that number of the Company's Common Shares having an aggregate exercise price in an amount equivalent to seven hundred and fifty thousand United States dollars (US$750,000), at an exercise price per each Common Share which shall be equal to the mean of the closing or last sale prices of the Common Shares over the period beginning on the first U.S. business day following the Effective Date and ending on the fourteenth (14/th/) U.S. business day following the Effective Date, as quoted on NASDAQ/NMS, subject to adjustments under Section 8 of this Warrant (the "Warrant Shares"). 2. Intentionally Omitted. 3. Term This Warrant may be exercised, in whole, or in part, during the period beginning one day after the fourteenth (14/th/) U.S. business day following the Effective Date and ending on the date which is four (4) years following the Effective Date.

-24. Exercise of Warrant This Warrant may be exercised in whole or in part on one or more occasions during its term. The Warrant may be exercised by the surrender of the Warrant to the Company at its principal office together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder. a. Exercise for Cash To exercise for cash, the Notice of Exercise must be accompanied by payment in full of the amount of the aggregate purchase price of the Warrant Shares being purchased upon such exercise in immediately available funds. b. Net Exercise In lieu of the payment method set forth in Section 4(a) above, the Holder may elect to exchange the Warrant for a number of Warrant Shares equal to the increase in value of the Warrant Shares otherwise purchasable hereunder on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 4(b), the Holder shall tender to the Company the Warrant along with the Notice of Exercise, and the Company shall issue to the Holder the number of Warrant Shares computed using the following formula: X = Y (A-B) A Where X = the number of Warrant Shares to be issued to the Holder. Y = the number of shares of Warrant Shares purchasable under the Warrant (as adjusted to the date of such calculation, but excluding those shares already issued under this Warrant). A = the Fair Market Value (as defined below) of one share of the Company's Common Shares. B = Exercise Price (as adjusted to the date of such calculation). "Fair Market Value" of an Common Share shall mean: (i) If the Company's Common Shares are listed on a national securities exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation/National Market System (NASDAQ/NMS), then the closing or last sale price, respectively, reported for the exercise date.

-3(ii) If the Company's Common Shares are not listed on a national securities exchange or quoted on NASDAQ/NMS, but are traded in the over-the-counter market, then the mean of the closing bid and asked prices as reported for the exercise date. (iii) If the Company's Common Shares are not publicly traded, then as determined by the Company's Board of Directors in good faith. In the event of a net exercise, the entire Warrant must be surrendered, and no new Warrant shall be issued. c. Issuance of Shares on Exercise The Company agrees that the Warrant Shares so purchased shall be issued as soon as practicable thereafter, and that the Holder shall be deemed the record owner of such Warrant Shares as of and from the close of business on the date on which this Warrant shall be surrendered, together with payment in full as required above. In the event of a partial exercise, the Company shall concurrently issue to the Holder a replacement Warrant on the same terms and conditions as this Warrant, but representing the number of Warrant Shares remaining after such partial exercise 5. Fractional Interest No fractional shares will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the current market price of such shares then in effect as determined in good faith by the Company's Board of Directors. 6. Warrant Confers No Rights of Shareholder The Holder shall not have any rights as a shareholder of the Company with regard to the Warrant Shares prior to actual exercise resulting in the purchase of any Warrant Shares 7. Investment Representation Neither this Warrant nor the Warrant Shares issuable upon the exercise of this Warrant have been registered under the Securities Act, or any other securities laws. The Holder acknowledges by acceptance of the Warrant that (a) it has acquired this Warrant for investment and not with a view to distribution; (b) it has either a pre-existing personal or business relationship with the Company, or its executive officers, or by reason of its business or financial experience, it has the capacity to protect its own interests in connection with the transaction; and (c) it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment

-4and not with a view to distribution and such Warrant Shares will not be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may have to be held indefinitely unless they are subsequently registered or qualified under the Securities Act and applicable state securities laws, or based on an opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of legend(s) on all securities hereunder as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. 8. Adjustment of Warrant Price and Number of Shares The number of securities purchasable initially upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. Adjustment for Shares Splits and Combinations If the Company at any time or from time to time effects a subdivision of the outstanding Common Shares, the number of Common Shares issuable upon exercise of this Warrant immediately before the subdivision shall be proportionately increased, and conversely, if the Company at any time or from time to time combines the outstanding Common Shares, the number of Common Shares issuable upon exercise of this Warrant immediately before the combination shall be proportionately decreased. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective. b. Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time makes, or fixes a record date for the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in additional shares of Common Shares, then and in each such event the number of Common Shares issuable upon exercise of this Warrant shall be increased as of the time of such issuance or, in the event such a record date is fixed, as of the close of business on such record date, by multiplying the number of Common Shares issuable upon exercise of this Warrant by a fraction: (i) the numerator of which shall be the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Shares issuable in payment of such dividend or distribution, and (ii) the denominator of which is the total number of shares of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed thereof, the number of Common Shares issuable upon exercise of this Warrant shall be recomputed

-5accordingly as of the close of business on such record date and thereafter the number of shares of Common Shares issuable upon exercise of this Warrant shall be adjusted pursuant to this Section 8(b) as of the time of actual payment of such dividends or distributions. c. Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in securities of the Company other than Common Shares, then in each such event provision shall be made so that the Holder shall receive upon exercise of this Warrant, in addition to the number of Common Shares receivable thereupon, the amount of securities of the Company that the Holder would have received had this Warrant been exercised for Common Shares immediately prior to such event (or the record date for such event) and had the Holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this Section and the Company's Certificate of Incorporation or By-laws with respect to the rights of the Holder. d. Adjustment for Reclassification, Exchange and Substitution If the Common Shares issuable upon the exercise of this Warrant are changed into the same or a different number of shares of any class or classes of shares, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or shares dividend or a reorganization, merger, consolidation or sale of assets, provided for elsewhere in this Section), then and in any such event the Holder shall have the right thereafter to exercise this Warrant into the kind and amount of shares and other securities receivable upon such recapitalization, reclassification or other change, by holders of the number of shares of Common Shares for which this Warrant might have been exercised immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein and under the Company's Certificate of Incorporation or By-laws. e. Reorganization, Mergers, Consolidations or Sales of Assets If at any time from time to time there is a capital reorganization of the Common Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Subsection) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Shares deliverable upon conversion would have been

-6entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this Subsection and the Company's Certificate of Incorporation with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Subsection and the Company's Certificate of Incorporation (including adjustment of the number of shares of Common Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. f. Other Transactions. In the event that the Company shall issue shares to its shareholders as a result of a split-off, spin-off or the like, then the Company shall only complete such issuance or other action if, as part thereof, allowance is made to protect the economic interest of the Holder either by increasing the number of Warrant Shares or by procuring that the Holder shall be entitled, on economically proportionate terms, to acquire additional shares of the spun-off or split-off entities. g. General Protection. The Company will not, by amendment of its Certificate of Incorporation or other charter document or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, or impair the economic interest of the Holder, but will at all times in good faith assist in the carrying out of all the provisions hereof and in taking of all such actions and making all such adjustments as may be necessary or appropriate in order to protect the rights and the economic interests of the Holder against impairment. h. Notice of Capital Changes. If at any time the Company shall offer for subscription pro rata to the holders of Common Shares any additional shares of any class, other rights or any equity security of any kind, or there shall be any capital reorganization or reclassification of the capital shares of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to another company or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, or other transaction described in this Section 8, then, in any one or more of said cases, the Company shall give the Holder written notice, by registered or certified mail, postage prepaid, of the date on which (i) a record shall be taken for such subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of record of Common Shares shall participate in such subscription rights, or shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given

-7at least fourteen (14) days prior to the action in question and not less than fourteen (14) days prior to the record date in respect thereto. i. Adjustment of Warrant Price. Upon each adjustment in the number of Common Shares purchasable hereunder, the Warrant Price shall be proportionately increased or decreased, as the case may be, in a manner that is the inverse of the manner in which the number of Common Shares purchasable hereunder shall be adjusted. j. Notice of Adjustments. Whenever the Warrant Price or the number of Common Shares purchasable hereunder shall be adjusted pursuant to Section 8 hereof, the Company shall prepare a certificate signed by the chief financial officer of the Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and the number of Common Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (by first class mail, postage prepaid) to the Holder. 9. Transfer of This Warrant or Securities Issuable on Exercise Hereof 1. With respect to any offer, sale or other disposition of this Warrant or securities into which such Warrant may be exercised, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with, if requested by the Company, a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Such opinion letter and all such transferees must warrant and represent that they are an "accredited" investor as that term is defined under Regulation D of the Securities Act. Promptly, as practicable, upon receiving such written notice and opinion and warranties and representations, if so requested, the Company, as promptly as practicable, shall deliver to the Holder one or more replacement Warrant certificates on the same terms and conditions as this Warrant for delivery to the transferees. Each Warrant thus transferred and each certificate representing the securities thus transferred shall bear legend(s) as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Any provision of this Warrant to the contrary notwithstanding, the Holder may not offer, sell or otherwise dispose of this Warrant to any third party, other than (i) to a wholly owned subsidiary of Bank Hapoalim B.M., or (ii) to any other transferee approved by the Company in writing with such approval not to be unreasonably withheld. 2. In the event that the Company or its shareholders receive an offer to transfer all or substantially all of the shares in the Company, or to effect a merger or acquisition, or

-8sale of all or substantially all of the assets of the Company, then the Company shall promptly inform the Holder in writing of such offer. 10. Registration Rights The Company covenants and agreed as follows: a. Definitions For purposes of this Section 10: "Registrable Shares" means (i) the Warrant Shares, and (ii) any Common Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Warrant Shares; provided, however, that any exercise of this Warrant in connection with an exercise of rights to registration under this Section 10 may be made conditional upon the closing of the offering contemplated by such registration. "Register", "registered" and "registration" refer to a registration effected by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement, or the equivalent actions under the laws of another jurisdiction. b. Incidental Registration. If the Company at any time proposes to register any of its securities, it shall give notice to the Holder of such intention. Upon the written request of the Holder given within twenty (20) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered, at the expense of the Company. c. Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to the Registration Rights may be assigned by a Holder to a transferee or assignee of such securities to the same extent as permitted by Section 9 of this Warrant. d. No Conflicting Agreements. The Company represents and warrants to the Holder that the Company is not a party to any agreement that conflicts in any manner with the Holder's rights to cause the Company to register Registrable Securities pursuant to the Registration Rights. The Company covenants and agrees that it shall not, without the prior written consent of the holders of a majority of the outstanding Registrable Securities, amend, modify or restate the Registration Rights if the Holder would be adversely affected by the amendment in a different manner than other holders of "Registrable Shares" similarly situated.

-9e. Rights and Obligations Survive Exercise and Expiration of Warrant The rights and obligations of the Company and the Holder set forth in this Section 10 and in the Registration Rights shall survive the exercise, conversion and expiration of this Warrant. f. Stand-Off Period. Upon written request by the Company, for a period of up to one-hundred-eighty (180) days commencing on the date of a public registration of the Company's Common Shares (the "Stand-off Period") other than a registration in which Warrant Shares are included, Holder shall not sell, pledge or otherwise transfer any Warrant Shares (or any other shares exchanged therefor), if this Warrant has been exercised, to any person or entity. If the Company has requested the Holder to adhere to a Stand-off Period, the Exercise Period of the Warrant shall be extended for a period equal to the term of the Stand- off Period requested by the Company. 11. Representations and Warranties. The Company represents and warrants to the Holder as follows: a. This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization moratorium .and similar laws of general applicability. b. The Warrant Shares are duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and not subject to any preemptive rights. c. The execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company's Certificate of Incorporation or By-laws, to the Company's knowledge do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and, except for consents that have already been obtained by the Company, do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person. 12. Loss, Theft, Destruction or Mutilation of Warrant Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or Shares certificate, and in case of loss, theft or

-10destruction, of indemnity, or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or Shares certificate, if mutilated, the Company will make and deliver a new Warrant or Shares certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or Shares certificate. 13. Notices Any notice or other communication hereunder shall be in writing and shall be deemed to have been given upon delivery, if personally delivered or three business days after deposit if deposited in the mail for mailing by certified mail, postage prepaid, and addressed as follows:
If to Holder: Bank Hapoalim B.M. Electronics Group - Industrial Sector 41-45 Rothschild Blvd. Tel Aviv, Israel attn.: ______________ fax: 03-567-5699 Level 8 Systems, Inc. Dennis McKinnie Senior Vice President 8000 Regency Parkway Cary, N.C. 27511

If to Company:

Each of the above addressees may change its address for purposes of this by giving to the other addressees notice of such new address in conformance with this paragraph. 14. Applicable Law; Jurisdiction This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute arising under or in relation to this Warrant shall be resolved exclusively in the competent court in the State of Delaware, and each of the parties hereby submits irrevocably to the exclusive jurisdiction of such court.

-1115. Entire Agreement This Warrant constitutes the entire agreement between the parties hereto with regard to the subject matters hereof, and supercedes any prior communications, agreements and/or understandings between the parties hereto with regard to the subject matters hereof. Dated: December 28, 2000 LEVEL 8 SYSTEMS, INC. By: ________________________ Title: ________________________

-12NOTICE OF EXERCISE To: 1. The undersigned hereby elects to purchase _________ shares of Common Shares of ____________, pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full. 2. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Shares are being acquired solely for the account of the undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. 3. Please issue a certificate representing said shares of Common Shares in the name of the undersigned. 4. Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned. (Date) (Print Name) (Signature)

EXHIBIT 10.23 MASTER LICENSE AGREEMENT This Master License Agreement ("Agreement") is made and entered into as of the 24th day of October, 1996, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation, having a principal place of business at Merrill Lynch World Headquarters North Tower, World Financial Center, 250 Vesey Street, New York, New York 10281 ("Customer") and Seer Technologies, Inc., a North Carolina corporation, having a principal place of business at 8000 Regency Parkway, Cary, NC 27511 ("Licensor"). WITNESSETH That, for and in consideration of the mutual promises and covenants hereinafter contained, the parties hereto agree as follows: ARTICLE 1 - GRANT AND SCOPE OF LICENSE 1.1 Licensor hereby grants to Customer a non-exclusive, limited license to use those software products and related documentation ("Licensed Products") described on each schedule executed by Licensor and Customer substantially in the form of Exhibit 1 hereto ("Schedule") for its internal business purposes, commencing upon the delivery to Customer of such Licensed Products and continuing thereafter until terminated in accordance with the provisions of this Agreement or the applicable Schedule. 1.2 Each Schedule, when executed by an authorized representative of both parties, shall constitute a separate agreement and except for any provisions herein which are specifically excluded or modified in such Schedule, each such Schedule shall incorporate therein all of the terms and conditions of this Agreement. Each Schedule shall be consecutively numbered to facilitate identification and shall include a description of the Licensed Products covered thereunder, the standard published specifications together with other mutually agreed to specifications for the Licensed Products ("Specifications"), the site where the Licensed Products are to be installed ("Installation Site"), the date the Licensed Products are to arrive at the Installation Site ("Scheduled Delivery Date"), the number of licensed copies, the applicable license fee ("License Fee"), the annual maintenance fee ("Annual Maintenance Fee") and such other terms and conditions as the parties may wish to include. In the event of any conflict between the terms of this Agreement and the terms of any Schedule, the terms of such Schedule shall govern. 1.3 Customer, its parent company or any of its or their subsidiary or Affiliated Companies, may execute Schedules in accordance with the terms and conditions of this Agreement. In such event, any such entity shall be considered the "Customer" as such term is used herein and shall be subject to all of the terms and conditions of this Agreement, except as expressly provided in the Schedule. Any such Schedule shall be deemed to be a twoparty agreement between Licensor on the one hand and the Customer entity on the other hand; provided that any discount applicable to Customer shall apply to such Schedule and such Schedule shall be counted toward the

calculation of any discount. For purposes of this Agreement, an "Affiliated Company" means any entity which directly or indirectly (i) controls Customer; (ii) is controlled by Customer, (iii) is under common control with Customer or (iv) acquires control of Customer. For purposes of this Agreement, "control" shall mean the direct or beneficial ownership of a voting interest of over fifty percent (50%), or the power, directly or indirectly, to elect or exercise a controlling interest over a majority of the Board of Directors of a corporation or a majority interest in the management of another type of organization or entity. 1.4 The manner in which Customer is permitted to use Licensed Products pursuant to any Schedule to this Agreement shall be designated in the applicable Schedule in accordance with the following license types "License Type"): 1.4.1 Site License - Licensed Products provided pursuant to this Section 1.4.1 may be installed and simultaneously utilized by Customer on only those computers that are located at the Installation Site indicated in the applicable Schedule. Notwithstanding the foregoing, any Site License granted pursuant to this Section 1.4.1 shall also include the permitted use of the Licensed Products on any and all workstations, personal or portable computers electronically connected to a server or host computer located at such Installation Site as long as such workstations, personal or portable computers are also located at the Installation Site. 1.5 Customer may make additional copies of each of the Licensed Products for use at the applicable Installation Site and shall be entitled to keep copies of the Licensed Products off Customer's premises for purposes of safekeeping, without payment of an additional license fee therefor. Customer may, at any time upon written notice to Licensor, transfer any license to use the Licensed Products to any other Customer site at no additional charge provided however that Customer's rights at new site do not exceed Customer's rights at the former site and that all use of Licensed Products at former site ceases. Customer may use any Licensed Product at any location of Customer on a temporary emergency backup basis 1.6 As between Licensor and Customer, Licensor retains title to the Licensed Products provided hereunder and does not convey any proprietary interest therein to Customer other than the licenses as specified herein. 1.7 Customer acknowledges that Licensor considers the Licensed Products provided hereunder to be proprietary to Licensor. For as-long as the Licensed Products are in Customer's possession, Customer agrees that unless Customer has obtained Licensor's prior written consent (such consent not to be unreasonably withheld), Customer shall keep the applicable Licensed Products confidential and prevent disclosure of such Licensed Products to any person, firm or enterprise other than Customer, its subsidiaries and affiliated companies and its or their employees (for purposes not inconsistent with Customer's permitted use of the Licensed Products), employees or representatives of Licensor, or other persons on Customer's premises for purposes related to Customer's permitted use of the Licensed Products. 2

1.7.1 Notwithstanding the foregoing, Customer shall not be required to take any steps to keep confidential and prevent disclosure of the Licensed Products other than those steps Customer normally takes to protect its own similar confidential information. Customer's obligation of confidentiality shall not apply to information which: (i) is already known to Customer at the time of disclosure; (ii) is obtained by Customer from a third party without restrictions; (iii) is public information; or (iv) is independently developed by Customer. 1.8 Licensor hereby acknowledges and agrees that Customer shall have the right to modify any of the Licensed Products provided to Customer hereunder and may use and combine such with other programs and/or material to form an updated work provided such rights are granted in the Schedule. If such rights are granted, Customer's ownership of updated works are subject to Licensor's copyright in its material contained in the updated works. Customer may not distribute Licensed Products or updated works outside Customer's internal business purposes. 1.9 Licensor agrees to give Customer discounts for the Licensed Products in accordance, with the provisions of Exhibit 2 which is attached hereto and made a part hereof. 1.10 This Agreement shall commence as of the date first above written and shall continue in effect thereafter unless and until terminated in accordance with the provisions of this Agreement. ARTICLE 2 - DELIVERY; INSTALLATION; ACCEPTANCE 2.1 Licensor agrees, to deliver the Licensed Products on the Scheduled Delivery Date to the applicable Installation Site. 2.2 Licensor agrees to install the Licensed Products ready for use and in good working order at the applicable Installation Site as soon as practicable after delivery but in no event more than 10 days after delivery. Licensor agrees to repair any damage caused by Licensor, its employees, agents, or contractors during installation and Licensor will hold Customer harmless from any and all claims, losses, or expenses (including reasonable attorneys' fees) arising from such installation. 2.3 Following successful completion of the installation of each Licensed Product, Licensor shall tender such Licensed Product to Customer for On-Site acceptance testing and Customer shall conduct an acceptance test of such Licensed Product for a thirty (30) day period (the "Acceptance Test"), to determine if the Licensed Product performs in accordance with: (i) the Specifications; (ii) selected other test criteria as are mutually agreed to by Licensor and Customer in the applicable Schedule, [(i) and (ii) are collectively the "Acceptance Test Criteria")]; Licensor agrees to assist Customer, as needed, in the performance of such Acceptance Test. 2.4 Customer agrees to notify Licensor in writing within five (5) days after expiration of the Acceptance Test of either its acceptance or rejection of the applicable Licensed Product. 3

2.4.1 If Customer rejects any Licensed Product, Customer may: (i) immediately terminate the applicable Schedule without any further obligation or liability of any kind; or (ii) require Licensor to correct the deficiencies disclosed by the Acceptance Test Criteria and repeat such Acceptance Test until successfully completed, reserving the right to terminate as aforesaid at anytime. Upon any such termination, Customer agrees to return a copies of the Licensed Products involved, together with any materials furnished to Customer by Licensor in connection therewith, without further obligation or liability of any kind to Licensor. 2.4.2 If Customer accepts any Licensed Product, Licensor may invoice Customer, at any time after the date that Customer has notified Licensor in writing of the acceptance of such Licensed Product (the "Acceptance Date"), for the applicable License Fee, and such invoice shall be payable by Customer within thirty (30) days of Customer's receipt of said invoice. ARTICLE 3 - SOFTWARE ESCROW Article intentionally left blank ARTICLE 4 - DOCUMENTATION AND TRAINING 4.1 On the Scheduled Delivery Date for each of the Licensed Products, Licensor shall deliver to Customer at the applicable Installation Site one (1) copy of its standard operational instructions and documentation for such Licensed Products. Such operational instructions and program documentation shall include, but shall not be limited to, the following: a Licensed Products Users' Guide; a copy of associated control statements required for operation, and use of the object code (including control statements for assembly, linkage and other utilities) in machine readable form; and any other documentation used to describe the Licensed Products and which is provided by Licensor to its other customers. 4.1.1 The documentation furnished in accordance with Section 4.1 hereof shall conform to generally accepted industry standards for the use, operations and internal operating logic of the Licensed Products provided hereunder. 4.1.2 If the documentation described in Section 4.1 is revised at any time or if additional documentation is developed by Licensor with respect to the Licensed Products, Customer shall be entitled to receive, at no charge for so long as maintenance services are to be provided by Licensor in accordance with Article 5 hereof, copies of such revised or additional documentation produced by Licensor. 4.1.3 Customer shall have the right to reproduce any documentation provided hereunder in order to satisfy its own internal requirements provided that such reproduction shall solely be for the use of Customer and shall contain Licensor's proprietary and/or copyright notice(s). If Customer requests Licensor to furnish additional copies of any 4

such documentation, Licensor shall furnish such additional copies to Customer at Licensor's then current standard charge. 4.2 Additional training, orientation and other support services not otherwise specified herein or in the applicable Schedule as no cost items will be furnished by Licensor at Customer's request, at Licensor's standard, published charges then in effect for same. The location of such training, orientation and technical support shall be at the applicable Installation Site or at such other mutually agreed upon location(s). The scheduling for such training, orientation and technical support shall be determined by Customer. ARTICLE 5 - MAINTENANCE OF LICENSED PRODUCTS 5.1 Commencing upon the date of delivery of each Licensed Product and continuing thereafter in accordance with the provisions of this Agreement, Licensor agrees to provide the following maintenance services for such Licensed Product ("Maintenance Services"): 5.1.1 Licensor shall correct any failure of the Licensed Product to operate in accordance with the applicable Acceptance Test Criteria. 5.1.2 Licensor shall provide to Customer all revisions, updates, improvements, modifications, corrections, releases and enhancements (the "Updates") to the Licensed Products. Such Updates shall not degrade the performance, functioning or operation of the Licensed Products provided hereunder. If any such Updates are acceptable to Customer, Licensor agrees to give Customer all necessary telephonic assistance to install same, at no cost to Customer. If any such Update is not acceptable to Customer, Customer may refuse to accept same, and, in such event, Licensor agrees to maintain the Licensed Product in the form in effect on the date Licensor requested Customer to accept any such Update. For purposes of this Agreement, an Update once incorporated into any Licensed Product hereunder shall be considered a "Licensed Product" for all purposes hereunder. 5.1.3 Licensor shall make available to Customer, at no additional cost, any and all modifications to each Licensed Product that may be required to enable same to operate in conjunction with any new generally available releases of the operating system of the equipment on which such Licensed Product is installed as soon as Licensor has installed and operated said modification for its own internal use or for the use of any one of Licensor's other commercial customers. 5.1.4 Licensor shall provide remote technical assistance and consultation to Customer through its Action Line Telephone Support Services, Monday through Friday, from 7:00am to 7:00pm EST. Action Line representatives will record all error reports and coordinate responses in the following manner: For all reported errors, Licensor will assign a Call Tracking Number. Calls will be returned according to the Severity Levels indicated in Tables I - III below. 5

Licensor may provide repairs by furnishing Maintenance Releases (MNT's) or Corrective Service Disks (CSD's) for Customer installation. Table I: Severity Level Definitions:
----------------------------------------------------------------------------------------------Severity Level Definition ----------------------------------------------------------------------------------------------Severity Level 1 All environments. A critical condition affecting Customer's production environment with no acceptable workaround. Requires constant dedicated Customer and Licensor resources. ----------------------------------------------------------------------------------------------Severity Level 2 All environments. A severe restriction, but not a complete obstacle, to Customer's ability to use the Licensed Products. No acceptable workaround. Licensor may request Customer resources as necessary. ----------------------------------------------------------------------------------------------Severity Level 3 All environments. A limitation on Customer's use of the Licensed Products, but an acceptable workaround exists. -----------------------------------------------------------------------------------------------

Table II: Response Times
----------------------------------------------------------------------------------------------Severity Level Initial Response Temporary Schedule Permanent Resolution Date Resolution ----------------------------------------------------------------------------------------------1 1 hour 1 day ASAP Emergency fix ----------------------------------------------------------------------------------------------2 1 day 7 days 30 days CSD ----------------------------------------------------------------------------------------------3 2 days 30 days 60 days MNT -----------------------------------------------------------------------------------------------

Initial Response: The time to return a call to begin error investigation. Temporary Resolution: The offer of a temporary fix or workaround, if available, for acceptance by Customer. Scheduling Date: The date on which Licensor will schedule the availability date of a permanent fix. Permanent Resolution: The mechanism for providing the final fix. Table III Availability of Error Correction Services
---------------------------------------------------------------------------------------------Period Following Severity 1 Severity 2 Severity 3 Superseding Release ---------------------------------------------------------------------------------------------12 Months after Release Date Emergency Fix CSD MNT ---------------------------------------------------------------------------------------------12-18 Months Emergency Fix CSD Not Available ---------------------------------------------------------------------------------------------18-24 Months Emergency Fix Not Available Not Available ---------------------------------------------------------------------------------------------Over 24 Months Not Available Not Available Not Available ----------------------------------------------------------------------------------------------

5.1.5

Licensor shall correct any malfunction, defect or nonconformity in each Licensed Product provided hereunder following telephonic notification by Customer to Licensor of

6

any such malfunction, defect or nonconformity which prevents the Licensed Product from performing in accordance with the Acceptance Test Criteria, the documentation provided hereunder and such other warranties, descriptions and specifications as may be set forth herein or in a Schedule. If in the determination of Customer, any malfunctions, defect or nonconformity cannot be satisfactorily corrected through such telephone communication, Licensor agrees to respond by having at least one (1) maintenance person trained in the Licensed Products at the Installation Site within twenty-four (24) hours of Customer's initial request. If such problem is the result of Customer misuse of Licensed Product or unrelated to Licensed Product, Customer shall reimburse Licensor at Licensor's then current published standard rates for such services. 5.1.6 Licensor will repair any damage caused by its employees, agents, or contractors while performing the Maintenance Services and Licensor will hold Customer harmless from any and all claims, losses, or expenses (including reasonable attorneys' fees) arising from such Maintenance Services. 5.2 Commencing upon the date of delivery of each Licensed Product and for a period of ninety (90) days from the Acceptance Date thereof, Licensor shall provide Maintenance Services at no charge to Customer. Thereafter, Licensor shall provide Maintenance Services for the Annual Maintenance Fee set forth on the applicable Schedule, which shall not exceed eighteen percent (18%) of the applicable License Fee set forth on the applicable Schedule. 5.2.1 Notwithstanding anything to the contrary contained in Section 5.2, Licensor shall not increase the Annual Maintenance Fee for any of the Licensed Products unless Licensor increases its list prices for the Licensed Products on which the Maintenance Fee is calculated for all of Licensor's customers generally, whereupon Licensor may then increase the Annual Maintenance Fee effective upon the second and each succeeding anniversary of the Acceptance Date of the Licensed Products involved provided that such increase shall not exceed five percent (5%) of the Annual Maintenance Fee in effect for the twelve (12) month period immediately prior to such increase and provided further that after any such increase the charge payable by Customer shall not exceed Licensor's then current standard charge for such service. 5.2.2 Licensor agrees to invoice Customer annually in advance for the Annual Maintenance Fee at least sixty (60) days prior to the anniversary of the Acceptance Date for the Licensed Product involved. Each such invoice shall be payable within thirty (30) days of the anniversary of the Acceptance Date; provided, however, that Customer shall have the right to terminate Maintenance Services at any time upon written notice to Licensor. 5.2.3 Customer may reinstate Maintenance Services for any Licensed Product hereunder by paying a reinstatement charge consisting of an amount equivalent to the pro rata portion of Annual Maintenance Fee that would have been due hereunder for the period elapsed since termination of Maintenance Services; provided, however, that such 7

reinstatement charge shall not exceed thirty five percent (35%) of the license fee for such Licensed Product in effect at the time of reinstatement. ARTICLE 6 - WARRANTIES 6.1 Licensor warrants to Customer that: (i) Licensor has the right to furnish to Customer the Licensed Products and other materials covered hereunder free of all liens, claims, encumbrances and other restrictions except as stated to the contrary herein; (ii) Customer shall quietly and peacefully possess the Licensed Products and other materials furnished hereunder subject to and in accordance with the provisions of this Agreement; and (iii) Customer's permitted use and possession of the Licensed Products and other materials will not be interrupted or otherwise disturbed by any entity asserting a claim under or through Licensor. 6.2 Licensor warrants that each of the Licensed Products for a period of ninety (90) days after installation and acceptance: (i) shall be free from any defects in material; and (ii) shall perform substantially in all material respects in accordance with the applicable Acceptance Test Criteria and Licensor's operating and user documentation applicable to the version of the Licensed Products provided to Customer hereunder and such other warranties, descriptions and specifications set forth hereunder. 6.3 Licensor warrants to Customer that the documentation provided by Licensor hereunder will faithfully and accurately reflect the Licensed Products provided to Customer hereunder. 6.4 Licensor warrants that commencing upon the delivery of each Licensed Product and for a period of ninety (90) days from the Acceptance Date thereof, Licensor shall, at no charge to Customer, maintain such Licensed Product in accordance with Article 5, and thereafter for so long as Customer has subscribed to Maintenance Services hereunder. 6.5 Licensor warrants that any Maintenance Services or other services provided by Licensor hereunder will be performed in a professional manner by qualified personnel. 6.6 Licensor further warrants and represents that the Licensed Products provided to Customer hereunder are compliant with the Standards For Year 2000 Operation (as such term is defined below). Licensor agrees to provide, upon request by Customer, evidence sufficient to demonstrate adequate testing of the Licensed Products to meet the foregoing requirements. For the purposes of this Agreement, the Standards For Year 2000 Operation shall mean that the occurrence in or use by the Licensed Products of dates on or after January 1, 2000 (the "Millennial Dates") will not adversely affect the performance of the Licensed Products with respect to datedependent data, computations, output, or other functions (including, without limitation, calculating, comparing and sequencing) and that the Licensed Products will create, store, process and output information related to or including Millennial Dates without errors or omissions. In the event that the Licensed Products fail to do so comply, Licensor shall, promptly upon request by and at no charge to Customer, furnish such materials and services as shall be necessary to bring the Licensed Products into-compliance. 8

ARTICLE 7 - PATENT AND COPYRIGHT INRINGEMENT 7.1 Licensor agrees to defend and/or handle at its own expense, any claim or action against Customer, its parent company, and/or its or their subsidiaries or affiliated companies, for actual or alleged infringement of any patent, copyright or similar property right (including, but not limited to, misappropriation of trade secrets) based upon the Licensed Products or any other materials furnished hereunder by Licensor or based on Customer's use thereof. 7.1.1 Licensor shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing between the parties hereto. 7.2 Licensor further agrees to indemnify and hold Customer, its parent company, and/or its or their subsidiaries and affiliated companies, harmless from and against any and all liabilities, losses, costs, damages, and expenses (including reasonable attorneys' fees) associated with any such claim or action incurred by Customer, its parent company, and/or its or their subsidiaries or affiliated companies in accordance with this Article 7. 7.2.1 Licensor shall have no liability for any claim of infringement based on: a) use of an release of Licensed Products modified for or by Customer if such infringement would have been avoided by the use of an unmodified release of Licensed Products that Licensor had provided to Customer in advance of any such claim; or b) the combination, operation, or use of any Licensed Products furnished under this Agreement with programs or data not furnished by Licensor if such infringement would have been avoided by the use of the Licensed Products without such programs or data. 7.3 Both Licensor and Customer agree to give each other prompt written notice of any threat, warning or notice of any such claim or action against the other or any other user or any supplier of components of the Licensed Product covered hereunder, which could have an adverse impact on Customer's use of same, provided such party knows or has reason to know of such claim or action. ARTICLE 8 - CONFIDENTIAL INFORMATION OF CUSTOMER 8.1 During the term of this Agreement and for a period of five (5) years from the date of termination of this Agreement, Licensor will regard and preserve as confidential all information related to the business of Customer, its parent company, and/or its or their subsidiaries, affiliated companies or clients that may be obtained by Licensor from any source as a result of this Agreement. Licensor will not, without first obtaining Customer's prior written consent, disclose to any person, firm or enterprise, or use for its benefit, any information relating to the pricing, methods, processes, financial data, lists, apparatus, statistics, programs, research, developments or related information of Customer, its parent company, and/or its or their subsidiaries, affiliated companies or clients concerning past, present or future business activities of said entities. 9

8.1.1 Notwithstanding the foregoing, Licensor shall not have an obligation of confidentiality, with respect to information provided by the Customer which: (i) is already known at the time of disclosure or is properly obtained from a third party (without restriction); (ii) is public information; (iii) is independently developed by a party; or (iv) is required to be disclosed by law or court order (provided, however, that the disclosing party shall advise the other party of such requirement in advance of disclosure). ARTICLE 9 - TAXES 9.1 Customer agrees to pay (in accordance with Section 9.2 below) all taxes levied by a duly constituted taxing authority against or upon the Licensed Product or their use, or arising out of this Agreement, exclusive, however, of Licensor's personal property taxes and taxes based on Licensor's income, which taxes shall be paid by Licensor. 9.2 Customer agrees to pay any tax for which it is responsible under the terms of Section 9.1 hereof, which may be levied on or assessed against Customer directly, and, if any such tax is paid by Licensor, to reimburse Licensor therefor, upon receipt by Customer of proof of payment acceptable to Customer. 9.3 Licensor shall promptly notify Customer of any tax liability or potential tax liability, and of any pending or threatened tax audit or other proceeding that could lead to the imposition of tax liability against Customer, and shall afford Customer all reasonable opportunity to participate in any such audit or preceding affecting its interests. Customer shall not be liable for (and Licensor shall pay) any tax liability imposed as a result of any audit where Customer is not provided with such notice and opportunity to participate. ARTICLE 10 - MATERIAL BREACH 10.1 In the event of any material breach of, or material misrepresentation relating to, any Schedule by either party, the other party may terminate this Agreement or said Schedule by giving thirty (30) days' prior written notice thereof and/or pursue any other remedies and rights at law or in equity; provided, however, that this Agreement or such Schedule will not terminate at the end of said thirty (30) days' notice period if the party in breach has cured the misrepresentation or breach of which it has been notified prior to the expiration of said thirty (30) days. 10.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE OF THE LICENSED PRODUCTS AND/OR SERVICES PROVIDED FOR IN THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH DAMAGES ARE INCLUDED IN AN AWARD AGAINST CUSTOMER RESULTING FROM A CLAIM FOR WHICH CUSTOMER IS INDEMNIFIED HEREUNDER AND EXCEPT FOR PERSONAL INJURY OR DEATH, OR DAMAGE TO REAL PROPERTY TO THE EXTENT SUCH PERSONAL INJURY, DEATH, OR DAMAGE 10

TO REAL PROPERTY IS CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHER PARTY. ARTICLE 11 - EXCUSABLE DELAYS 11.1 In no event shall either party be liable one to the other, for any delay or failure to perform hereunder, which delay or failure to perform is due to causes beyond the control of said party, including, but not limited to, acts of God; acts of the public enemy; acts of the United States of America, or any state, territory or political division of the United States of America, or of the District of Columbia; fires; floods; epidemics; quarantine restrictions; strikes; freight embargoes; and unusually severe weather conditions. 11.1.1 Notwithstanding the provisions of Section 11.1 hereof in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the party claiming excusable delay. 11.2 Performance times under any Schedule shall be considered extended for a period of time equivalent to the time lost because of any delay which is excusable under this Article 11. If any such excusable delay shall last for a period of more than thirty (30) consecutive calendar days, the party not relying on the excusable delay, at its option, may terminate such Schedule. ARTICLE 12 - THIRD PARTY CLAIMS 12.1 Each party will indemnify, defend, and hold harmless the other from any claims, losses, or expenses (including reasonable attorneys' fees) arising from third party claims relating to or arising out of (i) the negligence, breach of contract, or misrepresentation of such party, its officers, employees, agents, or representatives, or (ii) the assertion of any strict liability standard. ARTICLE 13 - NOTICES 13.1 Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if delivered personally or mailed by first-class mail, postage prepaid, to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch World Headquarters, World Financial Center, South Tower, New York, NY 16080-6122 Attention: Group Manager Technology Acquisitions, and to Seer Technologies, Inc. 8000 Regency Parkway, Cary, NC 27511, Attention: General Counsel or to such other address or addressee as either party may from time to time designate to the other by written notice. 13.2 Any such notice or other communication shall be deemed to be given when it is personally delivered or as of the date it is placed in the mails in the manner specified. 11

ARTICLE 14 - ADVERTISING OR PUBLICITY 14.1 Neither party shall use the name or symbol of the other in advertising or publicity releases without securing the prior written consent of the other. ARTICLE 15 - ASSIGNMENT 15.1 This Agreement shall be binding upon the parties and their respective legal successors and permitted assigns. 15.2 Neither party may assign this Agreement and/or any Schedules hereunder, along with any or all of the respective rights and obligations without the prior written consent of the other party and any such attempted assignment shall be void; provided however, that, upon written notice to Licensor, Customer may assign this Agreement and/or any Schedules hereunder, along with any or all of the respective rights and/or obligations to its parent company or to one of its subsidiaries or affiliated companies, without the consent of Licensor and provided, further, that upon written notice to Customer, Licensor may assign this Agreement and/or any Schedules hereunder, along with any or all of the respective rights and/or obligations, to an assignee in connection with an assignment by Licensor of all of its rights and obligations with respect to a Licensed Product subject thereto, without the consent of Customer provided however, for as long as Maintenance Services are provided pursuant to this Agreement and/or any Schedule, if such assignee is a direct competitor of Customer's in the retail brokerage industry, such assignment is subject to Customer's consent, which consent shall not be unreasonably withheld. In the event that Customer fails to consent to such assignment, Licensor shall have the right to terminate the Maintenance Services. ARTICLE 16 - GOVERNTNG LAW 16.1 The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties shall be governed by the laws of the State of New York. ARTICLE 17 - MODIFICATION-AMENDMENT, SUPPLEMENT AND WAIVER 17.1 No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties. 17.2 A failure or delay of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provision of this Agreement. 12

ARTICLE 18 - SEVERABILITY 18.1 In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. ARTICLE 19 - EXHIBITS AND ATTACHMENTS 19.1 The terms and conditions of any and all Attachments, Exhibits and other attachments to this Agreement are incorporated herein by this reference and shall constitute part of this Agreement as if fully set forth herein. ARTICLE 20 - HEADINGS 20.1 The headings in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. ARTICLE 21 - ENTIRE AGREEMENT 21.1 This Agreement, together with all the Attachments, Exhibits and other attachments hereto, constitutes the entire Agreement between the parties and supersedes all previous agreements, promises, proposals, representations, understanding and negotiations, whether written or oral between the parties respecting the subject matter hereof. IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of the day, month and year first above written. SEER TECHNOLOGIES, INC. MERRILL LYNCK PIERCE, FENNER
& SMITH INCORPORATED By: ____________________________ Name: __________________________ Title: _________________________ Date: __________________________ By: _____________________________ Name: ___________________________ Title: __________________________ Date: ___________________________

13

EXHIBIT 1 SCHEDULE NO. 01 This Schedule, dated as of ____________, 19___, is issued pursuant to, and incorporates herein, the Master License Agreement dated as of ____________, 19___, ("Agreement"), by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Customer") and .("Licensor'). Any term not otherwise defined herein shall have the meaning ascribed to it in the Agreement.
DESCRIPTION OF -------------LICENSED PRODUCTS: -----------------Scheduled Delivery Date:

Installation Site: -----------------License Fee: -----------$ __________ $ ___________

Annual Maintenance Fee: -----------------------

Specifications: See Attachment 1 annexed hereto and made a part hereof. IN WITNESS WHEREOF, the parties hereto, each acting with proper authority, have executed this Schedule No.___ as of the day, month and year first above written. MERRELL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: ____________________________ Name: __________________________ (type or print) Title: _________________________ Date: __________________________ By: _______________________________ Name: _____________________________ (type or print) Title: ____________________________ Date: _____________________________

14

ATTACHMENT 1 TO SCHEDULE NO. 01 STANDARD PUBLISHED SPECIFICATIONS TO LICENSED PRODUCTS 15

EXHIBIT 2 Discount Schedule Customer and any other entity authorized by the Agreement to execute a Schedule to this Agreement by Section 1.3 will be entitled to a discount of twenty percent (20%) from Licensor's then current list prices for the applicable software. 16

EXHIBIT 10.23A LEVEL 8 8000 Regency Parkway . Cary, North Carolina 27511 . Phone: 919-380-5000 . Fax: 919-380-5090 Schedule 4

Once completed and signed by both parties, this Schedule 4 forms part of the Master License Agreement ("Agreement") entered into on 24 October 1996 between Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Customer") and Seer Technologies, Inc., and assigned by Seer Technologies, Inc. to Level 8 Technologies, Inc. ("Level 8") on 17 February 2000, the terms and conditions of which are incorporated by reference herein. Customer: Merrill Lynch, Pierce, Fenner & Smith Incorporated Address: 103 Morgan Lane, Planesboro, New Jersey 08536 Effective Date of this Schedule 4: 30 September 2000 License Term: perpetual
--------------------------------------------------------------------------------------------------------Product Code Product Name Version T --------------------------------------------------------------------------------------------------------Geneva-AP Geneva AppBuilder (formerly SEER*HPS) 5.4.1 -------------------------------------------------------------------------------------------------Geneva-EIT Geneva Enterprise Integrator 9.0 ---------------------------------------------------------------------------------------------------------

1. LICENSE GRANT: Level 8 grants Customer an enterprise license to use the Licensed Products listed above. 2. MAINTENANCE SERVICES: Notwithstanding the provisions of Section 5 of the Agreement: Customer will receive Maintenance Services from the Effective Date of this Schedule through 1 January 2001 and Customer shall pay $202,773.79 for this initial maintenance period. Thereafter for the next three years, Customer will pay upon renewal an Annual Maintenance Fee of $902,343.36, which is equal to 15% of the License Fees, paid above. At that time, Level 8 and Customer will negotiate the new renewal rate for the Annual Maintenance Fees. 3. PAYMENT: License Fees and the initial Maintenance Fees are due upon execution of this Schedule and payable within 30 days. Thereafter, an Annual Maintenance Fee is due by 1 January of each year. 3. ACCEPTANCE: Section 2 of the Agreement is deleted and replaced as follows: The Licensed Products, as listed above, will be deemed accepted by Customer upon execution of this Schedule 4.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By:..................................... Name:................................... Title:.................................. LEVEL 8 TECHNOLOGIES, INC.

By:.................................. Name:................................ Title:...............................

Date:...................................

Date:................................

EXHIBIT 10.24 PROMISSORY NOTE $ 495,000 Cary, North Carolina October 25, 2000 FOR VALUE RECEIVED, Samuel Somech (hereafter, the "Maker") promises to pay to the order of Level 8 Systems, Inc., a Delaware corporation (hereafter, the "Lender"), at 8000 Regency Parkway, Cary, North Carolina 27511, or at such place as the Lender may designate and notify the Maker, without grace except as expressly provided herein, in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private, Four Hundred Ninety-Five Thousand and No/100 Dollars ($495,000.00), together with simple interest accruing daily for the actual number of days elapsed (including the first but not the last) at 1/365th of the annual rate of interest stated below subject to adjustment as provided below: INTEREST RATE: Interest shall accrue on the daily unpaid principal balance from the date hereof until paid in full at six and one half percent (6.5%) per annum rate of interest. PAYMENTS: All amounts payable hereunder shall be due and payable as follows: Optional prepayments may be made by the Maker in whole or in part at any time and from time to time without premium or penalty. The principal balance and all accrued interest thereon is due and payable in five (5) equal annual payments, commencing on March 1, 2001. Each payment shall be deducted from Maker's annual bonus payment to occur on or about March 1, of each calendar year until fully paid. If Maker retires from the Company payments on the note shall be deducted ratably over the life of his retirement payout as set forth in that certain retirement agreement dated February 26, 1999 between Maker and the Company. At Maker's option upon his retirement in order to halt the accrual of interest, Maker may elect to forego any payments under his retirement agreement to satisfy the then outstanding balance of the Note, in which event, Maker shall have no further obligations hereunder. Each payment made on this note, whether required or optional, will first reduce unpaid earned interest, and then the unpaid principal balance. INTEREST AND CHARGES: The only charge imposed by the Lender for the use of money in connection with the loan evidenced by this note is and shall be the interest expressed in this note, at the rate set forth in this note which rate of interest at the date hereof expressed in simple interest terms is six and one half percent (6.5%) per annum. Commencing on the date of maturity of the note (whether by acceleration or otherwise) interest shall accrue on the outstanding principal balance of the note at the applicable interest rate which otherwise would be in effect thereunder, plus two percent (2%). No matter how the interest rate is computed, it will never be higher than the highest rate allowed by law.

ACCELERATION: Repayment of this note shall accelerate upon the occurrence of the death of the Maker or upon the termination of Maker's employment with the Company for reasons other than his retirement, in which case the unpaid principal balance and all accrued but unpaid interest thereon shall become due and payable in full on the 180th day after the day on which one of the above occurs. Company agrees to maintain life insurance at a reasonable rate on the life of Maker in the amount of the Note. SET-OFF: The Lender has the right to set off any amount the Maker owes the Lender under this note and that is then due and payable against any right the Maker has to receive money from the Lender. DEFAULT: The Maker will be in default if any one or more of the following occur (each an "Event of Default"): (1) the Maker fails to make a payment on time or in the amount due, which failure continues uncured ten (10) days after Maker's receipt of written notice from the Lender specifying such failure; or (2) the Maker goes into bankruptcy, whether through the Maker's own choice or not, or makes an assignment for the benefit of creditors, or admits his inability to pay his debts as they become due. REMEDIES: If an Event of Default occurs, the Lender has the following remedies: (1) the Lender may, without further notice, accelerate the due date on this note and all unpaid principal, interest, and all other charges immediately shall be due and payable; (2) the Lender may set-off this debt against any right the Maker has to the payment of money from the Lender; (3) the Lender may demand security or that new parties become obligated to pay this note; (4) the Lender may make use of any remedy the Lender has under state or federal law; and (5) the Lender may make use of any remedy given to the Lender in any agreement securing or entered into in connection with this note. By selecting any one or more of these remedies the Lender does not give up his right to later use any other remedy. By deciding not to use any remedy should the Maker default, the Lender does not waive his right to later consider the event an Event of Default if it happens again. WAIVER: The Maker gives up his rights to require the Lender to do certain things. The Maker will not require the Lender to: 2

(1) except as expressly provided in this note, demand payment of amounts due (presentation); (2) obtain official certification of nonpayment (protest); or (3) except as expressly provided in this note, give notice that amounts due have not been paid (notice of dishonor). ATTORNEYS' FEES: If the Maker defaults, the Maker will pay all of the Lender's reasonable expenses in the collection of this note including reasonable, documented attorney's fees actually incurred by the Lender, if this note is collected by law or through an attorney at law. ADDITIONAL PARTIES AND SECURITY: The Lender may sue the Maker, or any one else who is obligated on this note, to collect this note. The Lender may, without notice, release any cosigner, release or substitute secured property, fail to perfect any security interest or otherwise impair the secured property, or waive any right the Lender may have against any one obligated on this note and the Maker will still be obligated to pay this note. Extending new credit or renewing or modifying this note will not affect the Maker's duty to pay this note. If any one obligated on this note has his or her obligation discharged in bankruptcy, this fact will not affect the obligation of any other person who has agreed to pay this note. INVESTMENT INTENT: By accepting this note, the Lender represents and warrants that the Lender is acquiring this note for the Lender's own account for investment and not for distribution in any manner that would violate applicable securities laws, but without prejudice to the Lender's right in the future to dispose of this note or to foreclose on the collateral securing this note, in accordance with such laws. APPLICABLE LAW: This note shall be governed by and construed under the internal laws of the State of North Carolina. NOTICE: Time is of the essence of this note. All notices and other communications hereunder shall be in writing. Notices in writing shall be delivered personally or sent by certified or registered mail, postage pre-paid, or by overnight courier, or facsimile transmission and shall be deemed received when actually received by the addressee or, if sooner, in the case of personal delivery, when delivered, in the case of mailing, when receipted for, in the case of overnight delivery, on the next business day after delivery to the courier, and in the case of facsimile transmission, upon transmittal if during regular business hours at the destination or at the open of the next business day, provided that in the case of notices to the Lender, notice shall be deemed to have been given only when such notice is actually received by the Lender. Notices to either party shall be sent to it at the address set forth below, or any other address of which such party notifies all the other parties in writing. 3

If to Maker: Samuel Somech

Fax:____________________ If to Lender: Level 8 Systems, Inc. 8000 Regency Parkway Cary, North Carolina 27511 Attn: Dennis McKinnie Fax: (919) 461-2690 IN WITNESS WHEREOF, the undersigned has executed, sealed and delivered this note as of the date hereof. Samuel Somech 4

EXHIBIT 10.25 PROMISSORY NOTE $ 75,000 Cary, North Carolina January ___, 2001 FOR VALUE RECEIVED, Paul Rampel (hereafter, the "Maker") promises to pay to the order of Level 8 Systems, Inc., a Delaware corporation (hereafter, the "Lender"), at 8000 Regency Parkway, Cary, North Carolina 27511, or at such place as the Lender may designate and notify the Maker, without grace except as expressly provided herein, in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private, Seventy Five Thousand and No/100 Dollars ($75,000.00), together with simple interest accruing daily for the actual number of days elapsed (including the first but not the last) at 1/365th of the annual rate of interest stated below subject to adjustment as provided below: INTEREST RATE: Interest shall accrue on the daily unpaid principal balance from the date hereof until paid in full at ten percent (10%) per annum rate of interest. PAYMENTS: All amounts payable hereunder shall be due and payable as follows: Optional prepayments may be made by the Maker in whole or in part at any time and from time to time without premium or penalty. The principal balance and all accrued interest thereon is due and payable in one (1) payment due on January __, 2002. INTEREST AND CHARGES: The only charge imposed by the Lender for the use of money in connection with the loan evidenced by this note is and shall be the interest expressed in this note, at the rate set forth in this note which rate of interest at the date hereof expressed in simple interest terms is ten percent (10%) per annum. Commencing on the date of maturity of the note (whether by acceleration or otherwise) interest shall accrue on the outstanding principal balance of the note at the applicable interest rate which otherwise would be in effect thereunder, plus two percent (2%). No matter how the interest rate is computed, it will never be higher than the highest rate allowed by law. SECURITY INTEREST: This Note is secured by that certain Pledge Agreement of even date herewith in favor of Lender, pledging to Lender, and granting a security interest in, certain capital stock of Level 8 Systems, Inc. held by Maker. ACCELERATION: Repayment of this note shall accelerate upon the occurrence of the death of the Maker or upon the termination of Maker's employment with the Company whether voluntarily or for or without cause, in which case the unpaid principal balance and all accrued but unpaid interest thereon shall become due and payable in full on the 10/th/ day after the day on which one of

the above occurs. Notwithstanding the above, Maker agrees to remain in the employee of Lender during the term of this Note and for any period during which any amounts remain due under this Note so long as Lender continues to desire Maker's employment with Lender. SET-OFF: The Lender has the right to set off any amount the Maker owes the Lender under this note and that is then due and payable against any right the Maker has to receive money from the Lender. DEFAULT: The Maker will be in default if any one or more of the following occur (each an "Event of Default"): (1) the Maker fails to make a payment on time or in the amount due, which failure continues uncured ten (10) days after Maker's receipt of written notice from the Lender specifying such failure; or (2) Maker leaves the employee of Lender during the term of this Note or at any time during which an amount remains due under this Note; or (3) the Maker goes into bankruptcy, whether through the Maker's own choice or not, or makes an assignment for the benefit of creditors, or admits his inability to pay his debts as they become due. REMEDIES: If an Event of Default occurs, the Lender has the following remedies: (1) the Lender may, without further notice, accelerate the due date on this note and all unpaid principal, interest, and all other charges immediately shall be due and payable; (2) the Lender may set-off this debt against any right the Maker has to the payment of money from the Lender, including salary due Maker; (3) the Lender may demand security or that new parties become obligated to pay this note; (4) the Lender may make use of any remedy the Lender has under state or federal law; and (5) the Lender may make use of any remedy given to the Lender in any agreement securing or entered into in connection with this note. By selecting any one or more of these remedies the Lender does not give up his right to later use any other remedy. By deciding not to use any remedy should the Maker default, the Lender does not waive his right to later consider the event an Event of Default if it happens again. WAIVER: The Maker gives up his rights to require the Lender to do certain things. The Maker will not require the Lender to: 2

(1) except as expressly provided in this note, demand payment of amounts due (presentation); (2) obtain official certification of nonpayment (protest); or (3) except as expressly provided in this note, give notice that amounts due have not been paid (notice of dishonor). ATTORNEYS' FEES: If the Maker defaults, the Maker will pay all of the Lender's reasonable expenses in the collection of this note including reasonable, documented attorney's fees actually incurred by the Lender, if this note is collected by law or through an attorney at law. ADDITIONAL PARTIES AND SECURITY: The Lender may sue the Maker, or any one else who is obligated on this note, to collect this note. The Lender may, without notice, release any cosigner, release or substitute secured property, fail to perfect any security interest or otherwise impair the secured property, or waive any right the Lender may have against any one obligated on this note and the Maker will still be obligated to pay this note. Extending new credit or renewing or modifying this note will not affect the Maker's duty to pay this note. If any one obligated on this note has his or her obligation discharged in bankruptcy, this fact will not affect the obligation of any other person who has agreed to pay this note. INVESTMENT INTENT: By accepting this note, the Lender represents and warrants that the Lender is acquiring this note for the Lender's own account for investment and not for distribution in any manner that would violate applicable securities laws, but without prejudice to the Lender's right in the future to dispose of this note or to foreclose on the collateral securing this note, in accordance with such laws. APPLICABLE LAW: This note shall be governed by and construed under the internal laws of the State of North Carolina. NOTICE: Time is of the essence of this note. All notices and other communications hereunder shall be in writing. Notices in writing shall be delivered personally or sent by certified or registered mail, postage pre-paid, or by overnight courier, or facsimile transmission and shall be deemed received when actually received by the addressee or, if sooner, in the case of personal delivery, when delivered, in the case of mailing, when receipted for, in the case of overnight delivery, on the next business day after delivery to the courier, and in the case of facsimile transmission, upon transmittal if during regular business hours at the destination or at the open of the next business day, provided that in the case of notices to the Lender, notice shall be deemed to have been given only when such notice is actually received by the Lender. Notices to either party shall be sent to it at the address set forth below, or any other address of which such party notifies all the other parties in writing. 3

If to Maker: Paul Rampel

Fax:____________________ If to Lender: Level 8 Systems, Inc. 8000 Regency Parkway Cary, North Carolina 27511 Attn: Steven Dmiszewicki Fax: (919) 461-2690 IN WITNESS WHEREOF, the undersigned has executed, sealed and delivered this note as of the date hereof. Dennis McKinnie 4

EXHIBIT 10.25A STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT, dated as of the ___ day of January 2001, made by Paul Rampel (the "Pledgor") to Level 8 Systems, Inc., a Delaware corporation (the "Secured Party"). Preliminary Statement A. Pledgor has entered into that certain promissory note (the "Note") as of even date herewith payable to Secured Party. B. Pledgor has agreed to secure his obligation under the Promissory Note pursuant to the terms of this Stock Pledge Agreement. Statement of Agreement NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the Pledgor and Secured Party hereby agree as follows: SECTION 1. Pledge. The Pledgor hereby pledges to the Secured Party, and grants to the Secured Party, a continuing security interest in ________ shares of Level 8 Systems, Inc. common stock now owned by Pledgor (the "Pledged Shares"), and the certificates representing the Pledged Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares (collectively, the "Pledged Collateral"). SECTION 2. Security for Obligations. This Agreement secures the payment of all of the obligations of the Pledgor now or hereafter existing under the Promissory Note (all such obligations of Pledgor being the "Obligations"). SECTION 3. Delivery of Pledged Collateral. All certificates representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. The Secured Party shall have the right, at any time following the occurrence and during the continuation of an Event of Default (as defined in Section 10 hereof), in its discretion and without prior notice to the Pledgor except as may be required by applicable law, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Collateral. In any event, the Secured Party shall notify the Pledgor of such transfer to or registration in the name of the Secured Party or its nominee promptly thereafter, provided, however, that failure to provide such notice shall not invalidate or otherwise affect such transfer or registration nor shall the Secured Party have any liability to the Pledgor for failure to give any such notice.

SECTION 4. Representations and Warranties. The Pledgor represents and warrants as follows: (a) Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any lien, security interest, option or other charge or encumbrance other than by virtue of this Agreement or the Promissory Note. (b) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor. SECTION 5. Further Assurances. The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. SECTION 6. Transfers and Other Liens. The Pledgor agrees that it will not (a) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (b) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement. SECTION 7. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints the Secured Party the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Secured Party's discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, indorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. SECTION 8. Secured Party May Perform. If the Pledgor fails to perform any agreement contained herein, the Secured Party may itself perform, or cause performance of, such agreement, and the expenses of the Secured Party incurred in connection therewith shall be payable by Pledgor. SECTION 9. Reasonable Care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property of the same type, or if it appoints an agent to hold the Pledged Collateral on its behalf and such agent agrees to be bound by a similar standard of care, it being understood that neither the Secured Party nor such agent shall have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party or such 2

agent has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. SECTION 10. Events of Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder: (a) The failure of the Pledgor to perform any of its agreements or obligations as specified in this Agreement and such default shall continue for a period of five (5) days after receipt by the Pledgor of written notice thereof from the Secured Party; (b) If at any time any representation or warranty made by the Pledgor to the Secured Party in connection with this Agreement shall prove to have been false or misleading in any material respect as of the time made or furnished; (c) Should the Pledgor make a general assignment for the benefit of creditors, or should any proceedings be instituted by or against the Pledgor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief or debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for it or for any substantial part of its property (and, in the case of any such proceeding instituted against the Pledgor, should the same remain undismissed or unstayed for a period of 60 days); or (d) The occurrence (and continuation beyond any applicable grace or cure period) of any "Event of Default" under the Note. SECTION 11. Remedies upon Default. If any Event of Default shall have occurred and be continuing: (a) The Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of North Carolina at that time, and the Secured Party may also, upon notice specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale may be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor acknowledges that if and to the extent that the Pledged Collateral consisting of securities is not registered under the Securities Act of 1933 (as amended and in effect from time to time, the "Securities Act") or does not constitute a controlling interest in the voting stock of Pledgor, the best price obtainable for such securities in 3

an arm's length transaction may reflect a substantial discount from the book value of such securities. (b) Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any sale of, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied in whole or in part by the Secured Party against, all or any part of the Obligations in such order as the Secured Party shall elect. Notwithstanding the rights of Pledgor under the Code, the Secured Party shall have the right to retain any surplus of such cash proceeds held by the Secured Party and remaining after payment in full of all the Obligations. (c) Pledgor agrees that it is the purpose and intent of the provisions of this Section 11 to cause an immediate and irrevocable forfeiture of the Pledged Collateral to the Secured Party if any default in payment under the Note is not cured including payment in full of all principal and interest due at maturity, within five (5) days of such maturity date. SECTION 12. Security Interest Absolute. All rights of the Secured Party and security interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Note, the Guaranty Agreement or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Note, or any extension of the maturity date of the Note; (c) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations or the Pledgor in respect of this Agreement or otherwise. SECTION 13. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. SECTION 14. Notices. All notices and other communications hereunder shall be in writing. Notices in writing shall be delivered personally or sent by certified or registered mail, postage pre-paid, or by overnight courier, telex or facsimile transmission and shall be deemed received when actually received by the addressee or, if sooner, in the case of personal delivery, when delivered, in the case of mailing, when receipted for, in the case of overnight delivery, on the next Business Day after delivery to the courier, and in the case of telex and facsimile 4

transmission, upon transmittal if during regular business hours at the destination or at the open of the next Business Day, provided that in the case of notices to the Secured Party, notice shall be deemed to have been given only when such notice is actually received by the Secured Party. Notices to either party shall be sent to it at the address set forth for such party on the signature pages of this Agreement, or any other address of which such party notifies all the other parties in writing. If to Pledgor: Paul Rampel If to Secured Party: Level 8 Systems, Inc. Attn: Renee Fulk 8000 Regency Parkway Cary, NC 27511 SECTION 15. Continuing Security Interest; Transfer of Note. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the Obligations have matured and have been paid in full, (b) be binding upon and inure to the benefit of the Pledgor, the Pledgor's executors, administrators, successors and assigns, and (c) inure to the benefit of and be binding upon the Secured Party and its successors, transferees and assigns. SECTION 16. Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the State of North Carolina. SECTION 17. Limitation on Recourse. Notwithstanding anything contained in this Agreement to the contrary, in any action brought to enforce any obligation of the Pledgor hereunder with respect to the Secured Obligations, the judgment or decree shall be enforceable only against the Pledged Collateral and against Pledgor to the extent of its interest in the Pledged Collateral, and Pledgor shall not be liable to the Secured Party for the Secured Obligations beyond its interest in the Pledged Collateral, provided, however, that nothing contained in this Section 17 shall limit or relieve the Pledgor from liability for failing to comply with the terms, covenants, conditions and provisions of this Agreement. SECTION 18. Further Assurances. Pledgor shall execute and deliver to Secured Party any papers furnished by Secured Party, from time to time, and take any such actions, which Secured Party reasonably deems necessary or desirable, from time to time, at no cost to Secured Party, to obtain, maintain or perfect the security interest of Secured Party granted hereunder or to enable Secured Party to comply with any federal or state law with respect to the Pledged 5

Collateral or proceeds thereof. To the extent permitted by applicable law, a carbon, photographic or other reproduction of this Agreement or any financing statement covering the Pledged Collateral under this Agreement shall be sufficient as a financing statement. IN WITNESS WHEREOF, the Pledgor and the Secured Party by its duly authorized officers have or have caused this Agreement to be duly executed and delivered under seal as of the date first above written. PAUL RAMPEL (Pledgor): Paul Rampel SECURED PARTY: Level 8 Systems, Inc. By:________________________________ Name: Title: 6

EXHIBIT 10.27 VOTING COORDINATION AGREEMENT This Agreement is made and entered into July 31, 1997 by and between Samuel Somech, an individual residing at 9 Cloudy Lane, New Hyde Park, New York 11040 ("Somech"), and Liraz Systems Ltd., an Israeli corporation, having its principal place of business at 5 Hatzoref Street, Holon 58856 Israel ("Liraz"). WHEREAS, both parties hereto are significant shareholders in Level 8 Systems, Inc., a publicly traded New York corporation; and WHEREAS the parties hereto desire to make provision for the harmonious operation of Level 8 with the aim of making said corporation prosper and grow and with the intention of protecting the investments of the respective parties hereto in the corporation; and WHEREAS, the parties believe that it is in their best as shareholders of Level 8 as well as in the best interests of Level 8 to pool and coordinate the vote to which their respective shares of common stock and Level 8 are entitled for the time and on the terms hereinafter mentioned; and WHEREAS, the parties desire to provide for such coordination and for certain other procedures, all on the basis set forth more fully herein; NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1 Voting Arrangements (a) Agreement on Board of Directors Appointments. Each of the parties hereto agrees, as a shareholder of Level 8, to take, or cause its designees to take, all action necessary including, with out limitation, the voting of all its shares of Level 8, the voting of all shares of stock for which such party holds a proxy to vote such shares, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board of Directors, the waiving of notice, the attending of meetings and the amending of the bylaws of Level 8, so as to cause the Board of Directors of Level 8 to at all times include Somech and so long as Somech is a member of the Board of Directors of Level 8, the candidates designated by Liraz. (b) Agreement Not to Amend Charter. The parties covenant and agree with each other that each of them will not vote any of the shares of Level 8 held of record by them to amend in any respect the Certificate of Incorporation of Level 8, as amended, in effect on the date hereof, unless each party receives a notice in writing from the other party that it consents to vote all of the shares of Common Stock held of record by it in favor of such amendment. (c) Voting of Stock in Reorganization, Recapitalization, Consolidation, Merger or Sale of Assets. In the event of proposed (i) reorganization of Level 8, (ii) recapitalization of Level 8, (iii) consolidation or merger of Level 8 with or into another corporation, or the sale of all or substantially all the assets of Level 8 to another person or entity (including another corporation), where such consolidation or merger or sale of assets is to or with (A) a person or entity other than an Affiliate (as defined below), or (B) an Affiliate in a bona fide arm's-length transaction or (iv) any other business reorganization or combination (similar in effect to any of the foregoing) (each, individually, a "Corporate Event"), then each party shall vote his or its, as the case may be, shares entitled to vote on such Corporate Event in the same manner as the other party. For purposes of this Section ___, the term "Affiliate" shall refer to any corporation which controls, is controlled by or is under common control with, Level 8. For purposes of Section ___, the concept of "control" shall mean the right to vote a majority of the issued and

outstanding shares of voting stock of the relevant corporation, either through ownership of such stock or by agreement or proxy. (d) This Agreement shall be operative forthwith and the several provisions thereof requiring corporate action and sanction shall be effected by appropriate procedure as soon as practicable. 2. Acquisition Options (a) Liraz hereby grants Somech the right (the "Put Option") to require Liraz, upon the occurrence of any sale, exchange or other disposition of the Level 8 stock held by Liraz, including a sale which is part of a public offering (an "Exercise Event"), to purchase from Somech and Level 8 shares ("Somech Shares") acquirable by Somech pursuant to the exercise of an option or warrant issued by Somech by Level 8 (a "Level 8 Option") upon the terms described in Section 2(d). (b) Somech hereby grants Liraz the right (the "Call Option") to require Somech, upon the occurrence of an Exercise Event, to sell to Liraz the Somech Shares in consideration of $27 per Somech Share. (c) Liraz shall notify Somech (the "Liraz Notice") of the occurrence of an Exercise Event and if applicable, of its intention to exercise the Call Option, with 5 days of the earlier to occur of Liraz's entering into a binding agreement to effectuate such Exercise Event or the closing of such Exercise Event. Somech shall notify Liraz (the "Somech Notice") within 5 days of his receipt of the Liraz Notice of that, if applicable (i) he intends to exercise the Put Option, (ii) he notified Level 8 he intends to exercise the appropriate number of Level 8 Options and (iii) he requests Liraz to extend the Loan (as defined below). (d) Upon the occurrence of an Exercise Event and the receipt of the Somech Notice, Liraz shall extend to Somech an interest free loan (the "Loan") in an amount equal to the aggregate exercise price of the Level 8 Options for Somech Shares subject to the Put Option or Call Option, as the case may be, in the form of the transfer to Level 8, for the account of Somech, of such aggregate exercise price. Immediately upon the issuance by Level 8 of the Somech Shares, Somech shall transfer title to such shares to Liraz and the Loan shall be considered repaid. In addition, Liraz shall pay Somech an amount per Somech Share equal to (i) in the case of a Put Option exercise, $10, or (ii) in the case of a Call Option exercise, the excess of (x) $27, over (y) the Level 8 Option exercise price for such Somech Share. Any amount payable to Somech by Liraz pursuant to this Agreement shall be paid within 15 days of the delivery to Liraz of the Somech Shares. (e) In no event shall the amount payable to Liraz to Somech upon a Put Option exercise exceed 13% of the aggregate amount realized by Liraz upon the disposition of its Level 8 shares in an Exercise Event. 3. Term The duration of this agreement shall for 10 years from the date hereof, unless sooner terminated or amended by mutual agreement of the parties or their respective heirs, legal representatives and assigns. Liraz Systems Ltd.
By: /s/ A. Kilman ----------------Name: A. Kilman Title: CEO /s/ Samuel Somech ----------------Samuel Somech

EXHIBIT 21.1 LEVEL 8 SYSTEMS, INC. LIST OF SUBSIDIARIES BY JURISDICTION OF INCORPORATION All Companies are 100% owned unless otherwise noted. Australia: (Both Offices are in the process of being closed.) Level 8 Systems Australia Pty Limited Template Software SE Asia Pty Austria: (This office is in the process of being closed.)
Milestone Software GmbH Barbados: Level 8 FSC, Inc. Benelux: Level 8 Benelux B.V. Canada: Level 8 Canada, Inc. Domestic Province: 3020126 Canada Inc. Domestic Province: Denmark: Level 8 Denmark ApS France: Level 8 France S.A.R.L. Template Software S.A.

Ontario

Canada

Germany: Level 8 Europe (Deutschland) GmbH Template Software GmbH Template Software Holding GmbH Template Software Geschaftsfuhrungs GmbH

Ireland: Level 8 Ireland Limited Italy: Level 8 Italia S.r.L. Mexico: SEER Technologies de Mexico S.A. de C.V. (Closed) Template Software de Mexico, S.A. de C.V. (This office is in the process of being closed.) Korea: (This office is in the process of being closed.) SEER Korea Co., Limited Spain: (This office is in the process of being closed.) Level 8 Espana, S.L. Sweden: Level 8 Systems Nordic AB Switzerland: Milestone Software AG (20% owned) United Kingdom: Level 8 Systems (U.K.) Limited Template Software, UK Limited Template Software Limited United States: Parent Company: Level 8 Systems, Inc. State of Incorporation: Delaware Subsidiary: SEER Technologies, Inc.
State of Incorporation: Level 8 Technologies, Inc. State of Incorporation: Delaware

New York

SEER Technologies (Worldwide Holdings) Limited
State of Incorporation: ProfitKey International, Inc. State of Incorporation: StarQuest Software, Inc. State of Incorporation: Delaware

Delaware

California

Level 8 Worldwide Holdings Limited State of Incorporation: Delaware

EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333- 44588 of Level 8 Systems, Inc. (the "Company") on Form S-1 and Nos. 333-33122, 333-44598 and 333-51936 of the Company on Form S-8 of our reports dated February 12, 2001 and March 27, 2001 as to Note 23, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2000.
/S/ DELOITTE & TOUCHE LLP Raleigh, North Carolina

March 28, 2001

Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-1 (No. 33344588) and Form S-8 (Nos. 333-33122, 333-44598 and 333-51936) of Level 8 Systems, Inc. of our report dated February 18, 2000 relating to the financial statements of Level 8 Systems, Inc. as of December 31, 1999 and for the years ended December 31, 1999 and 1998, which appears in this Form 10-K. PricewaterhouseCoopers LLP McLean, Virginia March 28, 2001