This Consulting Agreement (this "Agreement"), is made as of February 18, 2004, by and among Thinking Tools,
Inc. (the "Company"), with an address at 200 Park Avenue, Suite 3900, New York, New York 10166, and
Europa International, Inc. ("Consultant"), with an address at c/o Knoll Capital Management, L.P., 200 Park
Avenue, Suite 3900, New York, New York 10166.
WHEREAS, the Company desires to retain Consultant to render certain consulting services to the Company, and
Consultant desires to provide such services to the Company on the terms and conditions set forth in this
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties
hereto hereby agree as follows:
1. Appointment. The Company hereby engages Consultant and Consultant agrees to render services to the
Company as a consultant upon the terms and conditions hereinafter set forth.
2. Services. During the term of this Agreement, Consultant shall advise and consult with the Company with
respect to the financial affairs of the Company, its capitalization and the elimination of the liabilities of the
Company reflected on its balance sheet dated as of September 30, 2003 (the "Liabilities").
3. Devotion of Time. The Consultant shall devote such time and resources to the performance of its duties
hereunder as the Consultant shall determine in its sole and absolute discretion. Under no circumstances shall
Consultant be required to devote any minimum amount of time or resources to the performance of such services.
4. Consideration for Services. As consideration for the services provided by Consultant to the Company under
this Agreement, the Company shall pay to the Consultant 93% of the amount of all Liabilities eliminated from the
Company's balance sheet (other than as a result of the payment of such Liabilities by the Company), provided,
however, that the aggregate compensation to be paid to the Consultant under this Agreement shall not exceed