REVOLVING LOAN AGREEMENT

FOR VALUE RECEIVED, the undersigned, CICERO, INC., a Delaware corporation (" Borrower "), promises to pay to the order of BARBARA SIVAN, its successors and assigns (hereinafter, together with all subsequent holders of this Note, called " Lender "), whose address is 760 Burgundy Circle, King of Prussia, PA 19406, on or before the Commitment Termination Date (hereinafter defined), the principal sum of Five Hundred Thousand Dollars and no/100 ($500,000.00) or so much thereof as may actually be advanced from time to time. Lender agrees to pay interest on the unpaid principal balance hereof at the rate of thirty six percent (36%) per annum, or as much as may actually be advanced from time to time.

For purposes hereof:

1.1.           " Loan Commitment " means the obligation of the Lender to advance funds pursuant to the terms hereof in an aggregate amount not to exceed Five Hundred Thousand Dollars and No/100 ($500,000.00).

1.2.           " Maturity Date " means, with respect to each advance to the Borrower made by Lender under its Loan Commitment, that date which is one hundred (180) days following the date on which such advance was made.

2.1.            Revolving Loan .  The Lender hereby agrees, upon the terms and subject to the conditions of this Note, to lend on a revolving basis to the Borrower, prior to the Commitment Termination Date, amounts not to exceed in the aggregate at any one time the Loan Commitment.  The Borrower may request from time to time that the Lender advance funds to the Borrower in an amount not to exceed in the aggregate at any one time the Loan Commitment.

3.1.            Payment .  The Borrower shall repay the outstanding amount of any advance upon receipt of certain receivables (“Collateral”) referenced in the Security Agreement dated November 3, 2008. Amounts repaid by the Borrower may be reborrowed under the terms and conditions of same Security Agreement.  The outstanding principal balance of this Note shall be payable upon receipt of same Collateral. All payments hereunder shall be made to Lender at Lender's address set forth in the first paragraph on page 1 of this Note, or at such other address as Lender may from time to time designate.  All amounts payable hereunder are payable in lawful money of the United States of America in immediately available funds. For same day credit all monies shall be received by Lender at such address as Lender may designate, at or before 4:00 p.m. (Cary, North Carolina time); all monies received after such time shall be deemed received on the following business day.

3.2            Prepayment .  The Borrower may prepay the whole or any portion of the principal amount of this Note at any time.

4.1.            Conversion at the Option of the Holder . Subject to the limitations on conversions contained in Article VII, the Holder may, at any time and from time to time, convert (an "OPTIONAL CONVERSION") up to a maximum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) of the unpaid principal amount hereof and any accrued interest thereon into a number of fully paid and non-assessable shares of Common Stock as is equal to the quotient obtained by dividing (x) the amount of principal and interest being  converted by (y) $0.25 cents per common share, the Conversion Price in effect.

4.2.            Mechanics of Conversi on. In order to effect an Optional Conversion, the Holder shall:  fax (or otherwise deliver) a copy of the fully executed Notice of Conversion to the Borrower (Attention: Secretary).  Upon receipt by the Borrower of a facsimile copy of a Notice of Conversion from the Holder, the Borrower shall promptly send, via facsimile, a confirmation to the Holder stating that the Notice of Conversion has been received, the date upon which the Borrower expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Borrower regarding the conversion. The Borrower shall not be obligated to issue shares of Common Stock upon a conversion unless this Note is delivered to the Borrower as provided above, or the Holder notifies the Borrower that this Note has been lost, stolen or destroyed and delivers the documentation to the Borrower required by Article IV hereof.

     (i)           Delivery of Common Stock Upon Conversion. Upon the surrender of this Note accompanied by a Notice of Conversion, the Borrower (itself, or through its transfer agent) shall, no later than the later of (a) the tenth (10 ^th ) business day following the Conversion Date and (b) the business day following the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article VI) (the "DELIVERY PERIOD"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Common Stock issuable upon conversion of that portion of this Note being converted and (y) a new Note representing the principal balance of this Note not being converted, if any.

     (ii)           Taxes. The Borrower shall pay any and all taxes that may be imposed upon it with respect to the issuance and delivery of the shares of Common Stock upon the conversion of this Note.

     (iii)           No Fractional Shares. If any conversion would result in the issuance of a fractional share of Common Stock (aggregating the entire amount of principal and interest being converted pursuant to a given Notice of Conversion), such fractional share shall be payable in cash based upon the Conversion Price of the Common Stock at such time, and the number of shares of Common Stock issuable upon conversion of this Note shall be the next lower whole number of shares. If the Borrower elects not to, or is unable to, make such a cash payment, the holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

     (iv)          Conversion Disputes. In the case of any dispute with respect to a conversion, the Borrower shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute involves the calculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the Holder an