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
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.
This Warrant may be exercised, in whole, or in part, during the period beginning on