CERTIFICATE OF INCORPORATION
OF LEVEL 8 SYSTEMS, INC.
as amended December 30, 2002
1. The name of the corporation is Level 8 Systems, Inc. (the "Corporation").
2. The address, including street, number, city, and county, of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle. The name of its registered
agent at such address is Corporation Service Company.
3. The name and mailing address of the sole incorporator are as follows:
4. The name and mailing address of the initial director of the corporation who shall serve until the first annual
meeting of stockholders or until his successor(s) are elected and qualified, is as follows:
5. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of Delaware.
6. The total number of shares of capital stock which the Corporation is authorized to issue is seventy million
(70,000,000), shares, consisting of:
(i) sixty million (60,000,000) shares of common stock, par value $.001 per share ("Common Stock"); and
(ii) ten million (10,000,000) shares of preferred stock, par value $.001 per share ("Preferred Stock").
The following is a statement of the designations and the powers, privileges and rights, and the qualifications,
limitations or restrictions thereof in respect of each class of capital stock of the Corporation.
A. PREFERRED STOCK.
The Board of Directors is authorized to provide, without stockholder action, for the issuance of shares of
Preferred Stock, subject to limitations prescribed by law and by this Certificate of Incorporation, without
stockholder action in one or more series. The description of shares of each series of Preferred Stock, including
the number of shares to be included in each such series, any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qu