BANK HAPOALIM B.M.
CASH COLLATERAL PLEDGE AGREEMENT
Dated as of December 15, 2000
Pledgor: Level 8 Systems, Inc.
(a) Pledgor's Address (include only one address): 8000 Regency Parkway
Cary, NC 27511
(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.
Definitions 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