0001140361-05-010772 Sample Contracts

AGREEMENT Dated September 29, 2004
Guaranty Agreement • December 9th, 2005 • Cicero, Inc. • Services-computer integrated systems design • New York

Pursuant to a guaranty agreement between Liraz and Bank Hapoalim B.M. (the "Bank"), Liraz has guaranteed certain obligations of the Company under the Company's promissory note (the "Note") dated September 28, 2001, in favor of the Bank, which is due and payable on or about November 15, 2004 (the "Guaranty"). The outstanding principal amount of the Note is $1,971,000.

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 9th, 2005 • Cicero, Inc. • Services-computer integrated systems design • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of September 13, 2005, is entered into between Level 8 Systems, Inc., a public company incorporated in the State of Delaware (the "Company") and Cicero, Inc., a Delaware corporation ("Cicero").

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