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                                                                    EXHIBIT 99.2

                            TEMPLATE SOFTWARE, INC.

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS
                    FOR THE SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON DECEMBER 17, 1999

    The undersigned hereby appoints JOSEPH M. FOX and PETER J. RUSSO, and each
of them, as attorneys and proxies of the undersigned, each with full power of
substitution, as proxies to vote all of the shares of stock of Template
Software, Inc. which the undersigned may be entitled to vote at the Special
Meeting of Shareholders of Template Software, Inc. to be held at the
headquarters of Template Software, Inc., 45365 Vintage Park Plaza, Suite 100,
Dulles, Virginia 20166, on Friday, December 17, 1999 at 9:30 a.m. (local time),
and at any and all postponements, continuations and adjournments thereof, with
all powers that the undersigned would possess if personally present, upon and in
respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters that
may properly come before the meeting. The undersigned hereby acknowledges
receipt of the Notice of the Special Meeting of Shareholders of Template
Software, Inc. and the accompanying Joint Proxy Statement/Prospectus.

    UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL DESCRIBED BELOW, AS MORE SPECIFICALLY DESCRIBED IN THE JOINT PROXY
STATEMENT/PROSPECTUS. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE
VOTED IN ACCORDANCE THEREWITH.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.

PROPOSAL 1: Approval and adoption of the Agreement and Plan of Merger, dated as
            of October 19, 1999, by and among Template Software, Inc., Level 8
            Systems, Inc. and TSAC, Inc., and the transactions contemplated
            thereby.

             [ ] FOR             [ ] AGAINST             [ ] ABSTAIN

                          (To be signed on other side)

                          (Continued from other side)

                                                DATED:
                                                --------------------------------

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                                                          SIGNATURE(s)

Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.

PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.