LEVEL 8 SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10.10A
<SEQUENCE>8
<FILENAME>v02278_ex99-3.txt
<TEXT>
                                                         [LOGO OF BANK HAPOALIM]


                                                         As of November 15, 2003

Level 8 Systems, Inc.
8000 Regency Parkway
Cary, NC  27511

     RE: TERM LOAN EXTENDED BY BANK HAPOALIM B.M. (THE "BANK") TO LEVEL 8
     SYSTEMS, INC. (THE "BORROWER") DATED MARCH 6, 2002 IN PRESENT
     OUTSTANDING AMOUNT OF $1,971,000.00 (THE "LOAN")

Gentlemen:

This will confirm  that,  at the request of the  Borrower,  the Bank has agreed,
subject to the  conditions  set forth below,  to extend the maturity date of the
Loan from  November  15,  2003 to  November 8, 2004.  The  effectiveness  of the
extension of the maturity  date of the Loan is subject to the Bank's  receipt of
such  documentation  as it  may  request,  including,  but  not  limited  to the
following,  each in form and substance satisfactory to the Bank: (a) this Letter
Agreement  dated the date  hereof,  (b) a new  Promissory  Note in the amount of
$1,971,000.00  dated the date hereof  executed  by the  Borrower in favor of the
Bank in substitution of and replacement for the existing  Promissory Note in the
amount of  $3,000,000.00  by the  Borrower  in favor of the Bank dated  March 6,
2002, (c) a Letter of Undertaking  from Bank Hapoalim B.M. Rishon Le Zion Branch
in amount not less than $2,171,000.00,  (d) an opinion of Borrower's counsel and
(e) any other documents as the Bank may require.  The effectiveness of the terms
of this Letter  Agreement  is also  subject to  repayment by the Borrower to the
Bank in immediately available funds in lawful money of the United States of such
amount  necessary,  if any, to reduce the outstanding  balance under the Loan to
$1,971,000.00.  The  Borrower  shall  also pay the Bank a  documentation  fee of
$350.00.

Please indicate your acknowledgment of and agreement to the foregoing by signing
and  returning the enclosed copy of this letter to the attention of Maxine Levy,
Vice President.

                                                    Very truly yours,


Acknowledged and Agreed to                          BANK HAPOALIM B.M.

LEVEL 8 SYSTEMS, INC.                               By:
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                                                    Title:
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By:
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NEW YORK BRANCHES
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              1177 Avenue of the Americas New York NY 10036-2790 T.
                212 782 2000 F. 212 782 2222 www.hapoalimusa.com


                                      E-39

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</DOCUMENT>
