AGREEMENT dated April 2, 1998, by and between Level 8 Technologies, Inc., a New York corporation
("Level 8") and Gonen Ziv ("Executive").
BACKGROUND Level 8 desires to employ Executive as a Vice President Technical Services of Level 8, and
Executive desires to be employed by Level 8 as a Level 8 Vice President Technical Services, upon the terms and
conditions herein stated.
NOW THEREFORE, INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual covenants
and agreements stated below, Executive and Level 8 agree as follows:
1. Employment and Term. Level 8 hereby employs Executive and Executive accepts such employment, subject to
all the terms and conditions of this Agreement, for a term of three (3) years beginning with the date of [the
merger] (the `Commencement Date"), unless sooner terminated in accordance with other provisions hereof.
Executive shall be employed as a Vice President Technical Services of Level 8 and shall perform such duties and
functions and hold such positions as the Board of Directors of Level 8 shall from time to time determine and in the
performance of his duties, comply with the policies of and be subject to the reasonable direction of the Board of
Directors of Level 8 and the Chief Operating Officer.
2.1 Executive agrees to devote his entire working time, attention and energies to the performance of the business
of Level 8; and Executive shall not, directly or indirectly, alone or as a member of any partnership, or as an
officer, director or employee of any other corporation, partnership or other organization, be actively engaged in
or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or
which, even if not interfering, may be inimical to or contrary to the best interest of Level 8.
2.3 Executive agrees that the "Proprietary Information and Inventions Agreement" annexed hereto as Exhibit "A'
and made a part hereof shall be deemed to be a part of thi