EXHIBIT 10.28A
May 5, 2001
VIA HAND DELIVERY
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Dear ▇▇▇▇▇▇:
This letter shall constitute an amendment to the Separation Agreement and
General Release (the "Agreement"). Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 1 of the Agreement is hereby amended to provide that the Termination
Date shall be the date of the 2001 Annual Meeting of Shareholders of Level 8
Systems, Inc. Section 2a. of the Agreement is hereby amended to provide for the
payment of Employee's severance in one lump sum to be paid on May 7, 2001 (the
"Payment Date"). Section 2g. of the Agreement is hereby amended to provide that
Employee shall also receive payment for Employee's earned vacation per the
Agreement on the Payment Date. Employee's regular salary shall continue through
the Termination Date. All other terms of the Agreement shall be unchanged.
Sincerely,
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President
Agreed:
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Employee
