0001140361-05-010772 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

And Restated Agreement and Plan of Merger • December 9th, 2005 • Cicero, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  And Restated Agreement and Plan of Merger
• Filed
  December 9th, 2005
• Company
  Cicero, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  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").

AGREEMENT Dated September 29, 2004

Agreement • December 9th, 2005 • Cicero, Inc. • Services-computer integrated systems design • New York

• Contract Type
  Agreement
• Filed
  December 9th, 2005
• Company
  Cicero, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  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.