STOCK PURCHASE AGREEMENT
THE A CONSULTING TEAM, INC.
LEVEL 8 SYSTEMS, INC.
Dated as of September 29, 2000
STOCK PURCHASE AGREEMENT dated as of September 29, 2000 (this "Agreement") between (i) THE A
CONSULTING TEAM, INC., a New York corporation (the "Company"), and (ii) LEVEL 8 SYSTEMS, INC.
The parties agree as follows:
1. Authorization. The Company has authorized the issuance and sale, upon the terms and set forth in this
Agreement, of (i) the shares of the Company's Common Stock, $.01 par value (the "Common Stock"), referred
to below, (ii) the Warrant referred to below in the form attached hereto as Exhibit A (the "Warrant"), and
(iii) the shares of Common Stock issuable upon exercise of the Warrant (the "Warrant Shares").
2. Purchase and Sale of the Shares and the Warrant.
2.1. The Investor hereby purchases from the Company, and the Company hereby issues and sells to the Investor,
500,000 shares of Common Stock (collectively, the "Shares") and a Warrant to purchase 500,000 shares of
Common Stock, subject to certain adjustments as provided for in the Warrant, for an aggregate purchase price
of four million dollars ($4,000,000) (the "Purchase Price"). The Investor agrees that payment for the Purchase
Price shall be made pursuant to a wire transfer of immediately available funds in accordance with the wire transfer
instructions set forth in Schedule 2.1.2 hereto on the date hereof (the "Closing Date').
2.2. Upon receipt of the Purchase Price, the Company shall send by overnight courier on the Closing Date (i)
certified copies of all requisite corporate actions taken by the Board of Directors of the Company to authorize the
execution and delivery of this Agreement and the Warrant by the Company and its consummation of the
transactions contemplated thereby, (ii) such other corporate documents and other papers as the Investor or its
counsel may reasonably request, (iii) the Warrant and (iv) the certificate for th