Exhibit 10.14B

                            SEVENTH AMENDMENT TO THE
                             LEVEL 8 SYSTEMS, INC.
                             1997 STOCK OPTION PLAN

This  SEVENTH  AMENDMENT  is made on this  ___ day of  June,  2003,  by  Level 8
Systems,  Inc., a corporation organized and existing under the laws of the State
of Delaware (hereinafter called the "Company").

                                  INTRODUCTION

The Company  maintains  the Level 8 Systems,  Inc.  1997 Stock  Option Plan (the
"Plan").  The Company  wishes to amend the Plan to increase the number of shares
reserved for issuance under the Plan.

                                    AMENDMENT

      NOW,  THEREFORE,  the Company does hereby  amend  Section 4.1 of the Plan,
effective as of June __, 2003, by replacing the phrase  "6,500,000  shares" with
the phrase "10,000,000 shares."

This Seventh Amendment is conditioned upon stockholder approval within 12 months
following the adoption of the Seventh Amendment by the Board of Directors of the
Company,  and in the event that such stockholder  approval is not obtained,  the
Seventh Amendment shall be null and void.

      IN WITNESS  WHEREOF,  the Company has caused this Seventh  Amendment to be
executed as of the day and year first above written.

LEVEL 8 SYSTEMS, INC.

By:
   -----------------------------------

John P. Broderick
Chief Financial and Operating Officer,
Corporate Secretary


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