CERTIFICATE OF THE DESIGNATIONS, POWERS,
                             PREFERENCES AND RIGHTS
                                     OF THE
                      SERIES D CONVERTIBLE PREFERRED STOCK
                           (par value $.001 per share)

                                       of

                              THINKING TOOLS, INC.
                             a Delaware Corporation

                                   ----------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                                   ----------

      The undersigned DOES HEREBY CERTIFY that the following resolution was duly
adopted by the Board of Directors (the "Board of Directors") of Thinking Tools,
Inc., a Delaware corporation (the "Corporation").

      RESOLVED, that one series of a class of authorized preferred stock, $.001
par value, of the Corporation is hereby created and that the designations,
powers, preferences and relative, participating, optional or other special
rights of the shares of such series, and qualifications, limitations or
restrictions thereof, are hereby fixed as follows (this instrument hereinafter
referred to as the "Designation"):

            1 Number of Shares and Designations. 10,000 shares of the preferred
stock, $.001 par value, of the Corporation are hereby constituted as a series of
preferred stock of the Corporation designated as Series D Convertible Preferred
Stock (the "Series D Preferred Stock").


            2. Dividend Provisions. Subject to the rights of any other series of
Preferred Stock that may from time to time come into existence, the holders of
shares of Series D Preferred Stock shall be entitled to receive dividends, out
of any assets legally available therefor, ratably with any declaration or
payment of any dividend with holders of the Corporation's common stock, $.001
par value per share ("Common Stock"), or other junior securities of the
Corporation, when, as and if declared by the Board of Directors, based on the
number of shares of Common Stock into which each share of Series D Preferred
Stock is then convertible.

            3. Rank. The Series D Preferred Stock shall rank: (i) junior to the
Series A Preferred Stock of the Corporation, the Series B Preferred Stock of the
Corporation and any other class or series of capital stock of the Corporation
hereafter created specifically ranking by its terms senior to the Series D
Preferred Stock (the "Senior Securities"); (ii) prior to all of the
Corporation's Common Stock; (iii) prior to any class or series of capital stock
of the Corporation hereafter created not specifically ranking by its terms
senior to or on parity with the Series D Preferred Stock ("Junior Securities");
and (iv) on parity with the Series E Preferred Stock of the Corporation and any
other class or series of capital stock of the Corporation hereafter created
specifically ranking by its terms on parity with the Series D Preferred Stock
(the "Parity Securities"), in each case as to the distribution of assets upon
liquidation, dissolution or winding up of the Corporation.

<PAGE>

            4. Liquidation Preference.

            (a) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary ("Liquidation"), the holders of
record of the shares of the Series D Preferred Stock shall be entitled to
receive, immediately after any distributions to Senior Securities required by
the Corporation's Certificate of Incorporation and any certificate(s) of
designation, powers, preferences and rights, and before and in preference to any
distribution or payment of assets of the Corporation or the proceeds thereof may
be made or set apart for the holders of Junior Securities or Common Stock, an
amount in cash equal to $.001 per share (subject to adjustment in the event of
stock splits, combinations or similar events). If, upon such Liquidation, the
assets of the Corporation available for distribution to the holders of Series D
Preferred Stock and any Parity Securities shall be insufficient to permit
payment in full to the holders of the Series D Preferred Stock and Parity
Securities, then the entire assets and funds of the Corporation legally
available for distribution to such holders and the holders of the Parity
Securities then outstanding shall be distributed ratably among the holders of
the Series D Preferred Stock and Parity Securities based upon the proportion the
total amount distributable on each share upon liquidation bears to the aggregate
amount available for distribution on all shares of the Series D Preferred Stock
and of such Parity Securities, if any.

            (b) Upon the completion of the distributions required by Section
4(a), if assets remain in the Corporation, they shall be distributed to holders
of Common Stock and Junior Securities in accordance with the Corporation's
Certificate of Incorporation and any certificate(s) of designation, powers,
preferences and rights.

            (c) Neither the consolidation nor merger of the Corporation into or
with another corporation or corporations, nor the merger or consolidation of
another corporation or corporations with or into the Corporation, nor a
reorganization of the Corporation, nor the purchase or redemption of all or part
of the outstanding shares of any class or series of capital stock of the
Corporation, nor a sale or transfer of the property and business of the
Corporation as, or substantially as, an entirety, shall be deemed a liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or involuntary, within the meaning of this Section 4.

            5. Redemption. The Series D Preferred Stock is not redeemable.

            6. Conversion.

            (a) From and after the Conversion Date (as defined in Section 6(b)),
each share of Series D Preferred Stock shall automatically, without any further
action of the holders thereof or the Corporation being required, be converted
(the "Conversion") into and be deemed and treated for all purposes to represent
ownership of that number of fully paid and nonassessable shares of Common Stock
equal to the product of (i) one (1), and (ii) the conversion rate in effect at
the time of Conversion, determined as hereinafter provided (the "Conversion
Rate"). The Conversion Rate shall initially be 7,721.886 and shall be subject to
adjustment from time to time as set forth below.


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<PAGE>

            (b) For the purposes hereof, "Conversion Date" means the close of
business on the date that the Corporation files with the Secretary of State of
the State of Delaware an amendment to the Corporation's Certificate of
Incorporation increasing the authorized number of shares of Common Stock and/or
effecting a reverse stock split of the Common Stock so that the Corporation has
a sufficient number of authorized and unissued shares of Common Stock so as to
permit the conversion of all outstanding shares of the Series D Preferred Stock
and the conversion or exercise, as applicable, of all other outstanding shares
of the Corporation's preferred stock, stock options, warrants, convertible debt
and all other convertible securities of the Corporation.

            (c) After the Conversion Date, each certificate representing Series
D Preferred Stock (i) shall automatically represent the number of shares of
Common Stock into which such Series D Preferred Stock has been converted
pursuant to the provisions of Section 6(a) and (ii) at the option of the holder
thereof, may be surrendered for exchange for a certificate or certificates for
that number of shares of Common Stock into which such Series D Preferred Stock
has been converted pursuant to the provisions of Section 6(a). Each certificate
for Series D Preferred Stock so surrendered shall be accompanied by written
notice to the Corporation stating the name or names (with addresses) in which
the certificate or certificates for Common Stock issuable pursuant to such
exchange shall be issued and shall, unless the Common Stock issuable on exchange
are to be issued in the same name as the registration of such certificate, be
duly endorsed by, or be accompanied by stock powers, duly endorsed for transfer
in form satisfactory to the Corporation duly executed by the holder. The
Corporation shall pay any and all transfer taxes that may be payable in respect
of the issuance or delivery of Common Stock on exchange of Series D Preferred
Stock pursuant to this Section 6. The Corporation shall not, however, be
required to pay any tax that may be payable in respect of any transfer involved
in the issue and delivery of Common Stock in a name other than that in which the
shares of Series D Preferred Stock so exchanged were registered.

            (d) As soon as practicable after the receipt of certificates for
Series D Preferred Stock surrendered for exchange accompanied by the notice
required by Section 6(c) hereof (and stock powers duly endorsed for transfer as
provided in such Section 6(c)), the Corporation shall issue and shall deliver at
the transfer agent, or at the principal executive offices of the Corporation if
no transfer agent exists, to the holder of such Series D Preferred Stock, or to
such other person or persons as may be named in the required notice, a
certificate or certificates for the full number of whole shares of Common Stock
to which the holder is entitled. If the shares of Common Stock issuable on
exchange are not to be issued in the same name as the registration of the
certificate for Series D Preferred Stock surrendered for exchange, the person or
persons in whose name or names any certificate or certificates for Common Stock
shall be issuable upon such exchange shall not be deemed to have become the
holder or holders of record of the Common Stock represented thereby until the
date on which the transfer agent, or if no such transfer agent exists, the
Corporation, shall have received such certificates for Series D Preferred Stock
and the aforesaid notice.


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<PAGE>

                  (e) (i) In case of any reorganization, reclassification or
change of the Common Stock (including any such reorganization, reclassification
or change in connection with a consolidation or merger in which the Corporation
is the continuing entity), or any consolidation of the Corporation with, or
merger of the Corporation with or into, any other entity (other than a
consolidation or merger in which the Corporation is the continuing entity), or
of any sale of the properties and assets of the Corporation as, or substantially
as, an entirety to any other person or entity, prior to the Conversion Date,
each share of Series D Preferred Stock then outstanding shall thereafter be
convertible into the kind and amount of stock or other securities or property
receivable upon such reorganization, reclassification, change, consolidation,
merger or sale by a holder of the number of shares of Common Stock into which
such shares of Series D Preferred Stock would have been converted had the
Conversion Date occurred immediately prior to such reorganization,
reclassification, change, consolidation, merger or sale. The provisions of this
Section 6(e) shall similarly apply to successive reorganizations,
reclassifications, changes, consolidations, mergers or sales immediately prior
to such reorganization, reclassification, change, consolidation, merger or sale.

                  (ii) In case the Corporation shall, prior to the Conversion
Date, (a) issue Common Stock as a dividend or distribution on all shares of
Common Stock of the Corporation, (b) split or otherwise subdivide its
outstanding Common Stock, (c) combine the outstanding Common Stock into a
smaller number of shares, or (d) issue by reclassification of its Common Stock
(except in the case of a merger, consolidation or sale of all or substantially
all of the assets of the Corporation any shares of the capital stock of the
Corporation), the Conversion Rate in effect on the record date for any stock
dividend or the effective date of any such other event shall be appropriately
adjusted (as determined by the Board of Directors) so that the holder of each
share of the Series D Preferred Stock shall thereafter be entitled to receive,
upon the conversion of such share, the number of shares of Common Stock or other
capital stock which it would own or be entitled to receive immediately after the
happening of any of the events mentioned above had such share of the Series D
Preferred Stock been converted immediately prior to the close of business on
such record date or effective date. The adjustments herein provided shall become
effective immediately following the record date for any such stock dividend or
the effective date of any such other events. There shall be no adjustment in the
Conversion Rate in the event that the Corporation pays a cash dividend.

                  (f) No fractional Common Stock or scrip representing
fractional Common Stock shall be issued upon the conversion of Series D
Preferred Stock. If any such conversion would otherwise require the issuance of
a fractional share of Common Stock, then the Corporation shall pay in lieu of
issuing any fractional share an amount in cash equal to the same fraction of the
Market Value (as defined below) of one share of Common Stock on the day of
Conversion. For the purposes of any computation under this Section 6(f), the
"Market Value" per share of Common Stock on any date shall be deemed to be the
average of the daily closing prices for the 10 consecutive business days prior
to the day in question. The closing price for each day shall be the last sales
price or in case no sale takes place on such day, the average of the closing
high bid and low asked prices, in either case (a) as officially quoted by the
NASD over the counter bulletin board, Nasdaq SmallCap Market or the Nasdaq
National Market or such other market on which the Common Stock is then listed
for trading, or (b) if, in the reasonable judgment of the Board of Directors of
the Corporation, the NASD over-the-counter bulletin board, the Nasdaq SmallCap
Market or the Nasdaq National Market is no longer the principal United States
market for the Common Stock, then as quoted on the principal United States
market for the Common Stock, as determined by the Board of Directors of the
Corporation, or (c) if, in the reasonable judgment of the Board of Directors of
the Corporation, there exists no principal United States market for the Common
Stock, then as reasonably determined by the Board of Directors of the
Corporation.


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<PAGE>

            (g) No shares of Series D Preferred Stock which have been converted
to Common Stock shall be reissued by the Corporation; provided, however, that
any such share, upon being converted and canceled, shall be restored to the
status of an authorized but unissued share of preferred stock without
designation as to series, rights or preferences and may thereafter be issued as
a share of preferred stock not designated as Series D Preferred Stock.

            7. Restrictions on Certain Actions Affecting Series D Preferred
Stock. So long as any Series D Preferred Stock is outstanding, the Corporation
will not amend, alter or repeal any of the provisions of its Certificate of
Incorporation so as to authorize the issuance of any new series of preferred
stock ranking senior to the Series D Preferred Stock or to adversely affect the
rights, powers or preferences of the Series D Preferred Stock without the
consent of the holders of at least a majority of the total number of shares of
outstanding shares of Series D Preferred Stock whose powers, preferences or
special rights would be altered in a substantially similar manner, voting
together as a single class, given in person or by proxy.

            8. Voting Rights.

            (a) Except as otherwise provided herein, or as required by the
Delaware General Corporation Law, the holders of shares of Series D Preferred
Stock shall have the right to vote, together with the holders of all the
outstanding shares of capital stock of the Corporation as a single class, and
not as a separate class, on all matters on which holders of Common Stock shall
have the right to vote. The holders of shares of Series D Preferred Stock shall
have the right to cast such number of votes per share that equals the number of
whole shares of Common Stock into which each such share of Series D Preferred
Stock is then convertible, calculated to the nearest whole share.

            (b) Whenever holders of Series D Preferred Stock are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken and signed by the holders
of the outstanding capital stock of the Corporation having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all such shares entitled to vote thereon were present and
voted. Each share of the Series D Preferred Stock shall entitle the holder
thereof to one vote on all matters to be voted on by the holders of the Series D
Preferred Stock, as set forth in this Section 8(b).


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<PAGE>

            IN WITNESS WHEREOF, Thinking Tools, Inc. has caused this Designation
to be executed this 18th day of February, 2004.


                                        THINKING TOOLS, INC.


                                        By: /s/ Moshe Zarmi
                                           -------------------------------------
                                           Name: Moshe Zarmi
                                           Title: President and
                                                  Chief Executive Officer


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