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Level 8 Systems, Inc. Announces Amendment To Proposed Reverse Stock Split

Level 8 Systems, Inc. Announces Amendment To Proposed Reverse Stock Split

Level 8 Systems, Inc. (Nasdaq: LVEL), today announced that its Board

of Directors has amended the range of its proposed reverse stock

split to reflect any whole number ratio between 1-for-4 and 1-for-12.

Last week the Board had approved a higher recommended range and after

discussion, felt that the current range of 1-for-4 and 1-for-12

better suited the needs of the Company and its stockholders. The

Company will also continue to seek stockholder approval for a

reduction in the authorized capital stock of the Company from 50

million to 25 million, consisting of 20 million authorized shares of

common stock and 5 million authorized shares of preferred stock at

the Annual Meeting of Stockholders scheduled for December 20, 2002.

Following stockholder approval, the Board of Directors will effect the

reverse stock split, at its discretion, by selecting one of the whole

number ratios between 1-for-4 and 1-for-12 and filing an amendment to

the Company’s Certificate of Incorporation with the State of

Delaware. The Board of Directors has set November 20, 2002 as the

record date for determination of the stockholders entitled to vote at

the Annual Meeting of Stockholders.

Additional Information and Where to Find It

Level 8 will file a preliminary proxy statement regarding the reverse

stock split proposal and other proposals for its Annual Meeting of

Stockholders, and it intends to mail a definitive proxy statement to

its stockholders regarding such proposals. Investors and stockholders

are urged to read the definitive proxy statement when it becomes

available because it will contain important information about the

Company and the reverse stock split proposal. Investors and

stockholders may obtain a free copy of the definitive proxy statement

(when it is available) and all of Level 8’s annual, quarterly and

special reports at the SEC’s web site at A free copy of

the definitive proxy statement, when filed, and all of Level 8’s

annual, quarterly and special reports may also be obtained from the

Company. Level 8 and its executive officers and directors may be

deemed to be participants in the solicitation of proxies from the

Company’s stockholders in favor of the reverse stock split proposal.

Information regarding the security ownership and other interests of

the Company’s executive officers and directors will be included in

the definitive proxy statement.

Cautionary Note Regarding Forward-looking Statements

This press release contains forward-looking statements within the

meaning of the federal securities laws, including, without

limitation, statements regarding the potential effects of a reverse

stock split and continued listing on the Nasdaq National Market or

transfer to the Nasdaq SmallCap Market. A detailed discussion of

other risks and uncertainties that could cause actual results and

events to differ materially from such forward-looking statements is

included in the Company’s most recent filings with the Securities and

Exchange Commission. The Company disclaims any duty to update the

forward-looking statements contained herein, except as may be

required by law.

About Level 8 Systems, Inc.

Level 8 Systems, Inc. (LVEL) is a global provider of high-performance

application integration software solutions that enable companies to

extend the life, flexibility and operational effectiveness of their

mission critical IT investments, substantially improve IT portfolio

ROI, and more efficiently maximize the value of complex business

systems in use throughout the enterprise. Level 8’s breakthrough

technologies, products, and services assist leading companies in such

diverse industries as financial services, government, energy,

telecommunications, utilities, transportation, manufacturing, travel

and hospitality. For more information about Level 8 Systems, visit

Level 8 Systems and Cicero are registered trademarks of Level 8

Systems, Inc. Level 8 and the Level 8 Systems logo are trademarks of

Level 8 Systems, Inc. and/or its affiliates in the U.S. and certain

other countries. All other product and company names mentioned

herein are for identification purposes only and are the property of,

and may be trademarks of, their respective owners.