Ralph F. Martino

30 Waterway Island Drive

Isle of Palms, South Carolina 29451

May 31, 2005

VIAFACSIMILE 732-919-3157

Board of Directors

Level 8 Systems, Inc.

c/o Mr. Anthony C. Pizi

President and Chief Executive Officer

1433 State Highway 34

Building C

Farmingdale, New Jersey 07727

Gentleman:

I hereby tender my resignation as a member of the Board of Directors of Level 8 Systems, effective immediately.  I have found that serving as Chairman and as a member of the Board is taking a great deal more of my time than I had anticipated, and for personal reasons, I have, therefore, decided to resign.

I wish the Company and each of you the best.

Sincerely,

Ralph F. Martino