Exhibit 10.2


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive  Employment  Agreement  (this  "AGREEMENT")  is made and
entered  into as of this 17th day of  February  2004,  by and  between  Thinking
Tools,  Inc., a Delaware  corporation  (the "COMPANY") and Nazzareno E. Paciotti
("EXECUTIVE").

1.       ENGAGEMENT AND DUTIES.

         1.1 Upon the  terms and  subject  to the  conditions  set forth in this
Agreement, the Company hereby engages and employs Executive as an officer of the
Company,  with the title and  designation of Chief  Executive  Officer and Chief
Financial  Officer of the Company.  Executive hereby accepts such engagement and
employment.

         1.2 Executive's duties and responsibilities shall be those normally and
customarily  vested in the  offices  of the Chief  Executive  Officer  and Chief
Financial Officer of a corporation,  and Executive will have full responsibility
and  authority for the  management  of the worldwide  operations of the Company,
subject to the supervision, direction and control of the Board of Directors (the
"BOARD") of the Company.  In addition,  Executive's  duties shall  include those
duties and services for the Company and its  affiliates  as the Board shall from
time to time reasonably direct. Executive shall report directly to the Board and
its Chairman.

         1.3  Executive  will be elected to the Board,  and Company will use its
best  efforts  to cause  Executive  to  continue  to be a member  of such  Board
throughout the term of this Agreement.

         1.4 Executive  agrees to devote his primary  business  time,  energies,
skills, efforts and attention to his duties hereunder, and will not, without the
prior written  consent of the Company,  which  consent will not be  unreasonably
withheld, render any material services to any other business concern.  Executive
will use his best efforts and abilities faithfully and diligently to promote the
Company's business interests.

         1.5 Except for routine travel  incident to the business of the Company,
Executive  shall  perform  his  duties  and  obligations  under  this  Agreement
principally  from  an  office  provided  by the  Company  in the New  York  City
metropolitan area (including in New York and/or  Connecticut),  as the Board may
from time to time determine.

2.       TERM OF EMPLOYMENT.

         2.1 The term of this  Agreement (the "TERM") shall commence on the date
set forth above and shall continue until  February 17, 2005,  unless  terminated
earlier in accordance with the provisions below.

         2.2 Notwithstanding any portion of the foregoing to the contrary,  this
Agreement shall  terminate  during the original term at the earliest to occur of
the following:

         (a) the death of Executive;

         (b)  delivery to  Executive  of written  notice of  termination  by the
Company if Executive shall suffer a "permanent  disability,"  which for purposes
of this  Agreement  shall mean a physical  or mental  disability  which  renders
Executive, in the reasonable judgment of the Board, unable to perform his duties
and obligations under this Agreement for 90 days in any 12-month

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period;

         (c)  delivery to  Executive  of written  notice of  termination  by the
Company "for cause," by reason of: (i) the  commission  by Executive of a felony
or any crime  involving  moral  turpitude;  (ii) any act of personal  misconduct
which is  materially  prejudicial  or  injurious  to the  financial  or business
interests  of the  Company;  (iii) any  willful  failure to act in good faith in
accordance  with the  policies of the Company or failure to comply with  written
instructions  of the  Chairman  of the  Board  of  Directors,  or the  Board  of
Directors as a whole; or (vi) any breach of any portion of this Agreement.

         (d)  delivery to  Executive  of written  notice of  termination  by the
Company "without cause."

         2.3 If the  Executive's  employment is  terminated  pursuant to Section
2.2(a), 2.2(b) or 2.2(c), the Company will pay Executive (or his estate or legal
representative)  on the termination  date,  Executive's  accrued and unpaid base
salary  through  the date of  termination  plus  any  accrued  vacation  pay and
unreimbursed  expenses.  If  Executive's  employment is  terminated  pursuant to
Section 2.2(d), the Company will pay, or otherwise provide to, Executive: (i) on
the termination  date, an amount equal to Executive's  accrued and unpaid salary
through  the  date  of  termination,  plus  any  accrued  vacation  pay  and any
unreimbursed  expenses and any Incentive Bonus then earned but not already paid;
(ii) an  amount  equal to the  greater  of six (6)  months of  Executive's  then
current  salary,  or the  remainder  of the term,  in each case payable in equal
bi-monthly  installments  over such period (i.e.,  the 6-month period  following
such  termination,  or greater period following such  termination) (the payments
under clauses  (ii)(A) and (ii)(B) herein shall be referred to as the "SEVERANCE
PAYMENTS");  (iii)  medical  insurance  coverage  for any period  during which a
continuing Severance Payment is being paid to Executive.

3.       COMPENSATION.

         3.1 The Company  shall pay to Executive a base salary at an annual rate
of $200,000,  less applicable  deductions and withholdings (as described below),
during each fiscal  year of this  Agreement.  The base salary will be subject to
annual  review  beginning  at the end of the first year of the term,  and may be
increased (but not decreased)  for  subsequent  years.  The base salary shall be
payable in  installments  throughout the year in the same manner and at the same
times the Company pays base salaries to other executive officers of the Company.

         3.2 In addition to the base salary to be paid to  Executive  hereunder,
Executive  shall be  eligible  to  receive a bonus  (the  "INCENTIVE  BONUS") in
accordance with the terms of the Company's  Management  Incentive Plan as may be
in affect from time to time.

         3.3 Upon  execution  of this  Agreement,  Executive  will be  granted a
non-qualified  stock option (the  "OPTION")  under the Company's  2004 Long-Term
Incentive  Plan to acquire  16,250,000  shares of the  Company's  Common  Stock,
subject to customary  adjustments (the "OPTION SHARES").  The Option will have a
10-year term and an exercise price equal to the fair market value on the date of
grant. The Option will become  exercisable  (i.e., vest) as to the Option Shares
as follows: 25% at February 17, 2004, an additional 25% on February 17, 2005, an
additional 25% on February 17, 2006, and an additional 25% on February 17, 2007.

         3.4 Executive  shall be entitled each year to vacation for a minimum of
four


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<PAGE>

calendar weeks,  plus such additional period or periods as the Board may approve
in the exercise of its reasonable discretion, during which time his compensation
shall be paid in full, with unused vacation time accruing up to eight weeks.

         3.5 Executive shall be entitled to  reimbursement  from the Company for
the  reasonable  costs  and  expenses  which he incurs  in  connection  with the
performance  of his duties and  obligations  under  this  Agreement  in a manner
consistent with the Company's practices and policies as adopted or approved from
time to time by the Board for executive officers.

         3.6 The Company may deduct from any  compensation  payable to Executive
the minimum amounts sufficient to cover applicable  federal,  state and/or local
income  tax  withholding,  old-age  and  survivors'  and other  social  security
payments, state disability and other insurance premiums and payments.

     4. OTHER BENEFITS.  During the term of his employment hereunder,  Executive
shall be eligible to participate in all operative  employee  benefit and welfare
plans of the  Company  then in effect  from time to time and in respect of which
all  executive  officers of the Company  generally  are entitled to  participate
("COMPANY  EXECUTIVE BENEFIT PLANS"),  including,  to the extent then in effect,
all life, health (including medical, dental and vision) and long-term disability
insurance  programs,  all pension,  profit-sharing  and retirement plans and all
other  fringe-benefit  plans and programs,  all on the same basis  applicable to
employees of the Company whose level of  management  and authority is comparable
to that of Executive.

     5. CONFIDENTIALITY OF PROPRIETARY INFORMATION AND MATERIAL.

         5.1  Industrial  Property  Rights.  For the purpose of this  Agreement,
"INDUSTRIAL   PROPERTY  RIGHTS"  shall  mean  all  of  the  Company's   patents,
trademarks, trade names, inventions,  copyrights, know-how or trade secrets, now
in existence  or hereafter  developed or acquired by the Company or for its use,
relating to any and all products and services  which are  developed,  formulated
and/or manufactured by the Company.

         5.2 Trade Secrets.  For the purpose of this Agreement,  "TRADE SECRETS"
shall mean any formula,  pattern,  device, or compilation of information that is
used in the Company's business and gives the Company an opportunity to obtain an
advantage over its  competitors  who do not know and/or do not use it. This term
includes,  but is not limited to,  information  relating to the marketing of the
Company's  products and services,  including price lists,  pricing  information,
customer lists,  customer names, the particular needs of customers,  information
relating to their desirability as customers,  financial information,  intangible
property and other such information which is not in the public domain.

         5.3 Technical Data. For the purpose of this Agreement, "TECHNICAL DATA"
shall mean all  information of the Company in written,  graphic or tangible form
relating  to any  and  all  products  which  are  developed,  formulated  and/or
manufactured by the Company,  as such information  exists as of the date of this
Agreement or is developed by the Company during the term hereof.

         5.4  Proprietary  Information.  For  the  purpose  of  this  Agreement,
"PROPRIETARY  INFORMATION" shall mean all of the Company's  Industrial  Property
Rights,  Trade Secrets and Technical  Data.  Proprietary  Information  shall not
include any  information  which (i)


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<PAGE>

was lawfully in the possession of Executive prior to Executive's employment with
the Company,  (ii) may be obtained by a reasonably diligent  businessperson from
readily available and public sources of information, (iii) is lawfully disclosed
to Executive after termination of Executive's  employment by a third party which
does  not  have  an  obligation   to  the  Company  to  keep  such   information
confidential,  or (iv) is independently developed by Executive after termination
of Executive's  employment  without  utilizing any of the Company's  Proprietary
Information.

         5.5 Agreement Not To Copy Or Use.  Executive agrees, at any time during
the term of his  employment  and for a period  of ten years  thereafter,  not to
copy,  use or disclose  (except as required  by law after  first  notifying  the
Company  and giving it an  opportunity  to object) any  Proprietary  Information
without the Company's  prior written  permission.  The Company may withhold such
permission  as a matter  within  its  sole  discretion  during  the term of this
Agreement and thereafter.

     6. RETURN OF CORPORATE PROPERTY AND TRADE SECRETS.  Upon any termination of
this Agreement,  Executive shall turn over to the Company all property, writings
or documents then in his  possession or custody  belonging to or relating to the
affairs of the Company or comprising or relating to any Proprietary Information.

     7. DISCOVERIES AND INVENTIONS.

         7.1  Disclosure.  Executive  will  promptly  disclose in writing to the
Company complete  information  concerning each and every  invention,  discovery,
improvement,  device, design, apparatus,  practice,  process, method, product or
work of  authorship,  whether  patentable or not,  made,  developed,  perfected,
devised,  conceived or first  reduced to practice by  Executive,  whether or not
during regular working hours (hereinafter referred to as "Developments"), either
solely or in collaboration  with others, (a) prior to the term of this Agreement
while  working for the  Company,  (b) during the term of this  Agreement  or (c)
within six months after the term of this Agreement,  if relating either directly
or indirectly to the business, products,  practices,  techniques or confidential
information of the Company.

         7.2 Assignment. Executive, to the extent that he has the legal right to
do so, hereby acknowledges that any and all Developments are the property of the
Company  and hereby  assigns  and agrees to assign to the Company any and all of
Executive's   right,  title  and  interest  in  and  to  any  and  all  of  such
Developments;  provided,  however, that the provisions of this Section 7.2 shall
not apply to any Development  that the Executive  developed  entirely on his own
time without using the Company's equipment, supplies, facilities or trade secret
information except for those Developments that either:

                  (a) relate at the time of  conception or reduction to practice
of  the  Development  to the  Company's  business,  or  actual  or  demonstrably
anticipated research or development of the Company; or

                  (b)  result  from  any work  performed  by  Executive  for the
Company.

         7.3 Assistance of Executive.  Upon the Company's reasonable request and
without further compensation  therefor,  but at no cost or expense to Executive,
and whether during the term of this Agreement or thereafter,  Executive will, at
times mutually  agreed upon by Company and Executive,  do all reasonable  lawful
acts,  including,  but not limited to, the


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<PAGE>

execution of papers and lawful oaths and the giving of  testimony,  that, in the
reasonable opinion of the Company,  its successors and assigns, may be necessary
or desirable in obtaining, sustaining, reissuing, extending and enforcing United
States and  foreign  Letters  Patent,  including,  but not  limited  to,  design
patents, on any and all Developments and for perfecting, affirming and recording
the Company's  complete  ownership and title thereto,  subject to the proviso in
Section 7.2 hereof, and, at times mutually agreed upon by Company and Executive,
Executive will otherwise  reasonably  cooperate in all  proceedings  and matters
relating thereto.

         7.4 Records. Executive will keep complete and accurate accounts, notes,
data and records of all  Developments  in the manner and form  requested  by the
Company.  Such  accounts,  notes,  data and records shall be the property of the
Company,  subject to the proviso in Section 7.2 hereof, and, upon request by the
Company,  Executive will promptly surrender the same to it or, if not previously
surrendered  upon its request or otherwise,  Executive  will surrender the same,
and all copies thereof, to the Company upon the conclusion of his employment.

         7.5 Obligations,  Restrictions and Limitations.  Executive  understands
that the Company may enter into agreements or arrangements  with agencies of the
United  States  Government  and  that the  Company  may be  subject  to laws and
regulations  which impose  obligations,  restrictions and limitations on it with
respect to  inventions  and patents  which may be acquired by it or which may be
conceived or  developed  by  employees,  consultants  or other agents  rendering
services to it. Executive agrees that he shall be bound by all such obligations,
restrictions  and  limitations  applicable  to any such  invention  conceived or
developed  by him during the term of this  Agreement  and shall take any and all
further action which may be required to discharge such obligations and to comply
with such restrictions and limitations.

     8. NON-SOLICITATION COVENANT.

         8.1  Nonsolicitation  and  Noninterference.  During  the  term  of this
Agreement  and for a period of two  years  thereafter,  Executive  shall not (a)
induce or attempt to induce any  employee  of the Company to leave the employ of
the Company or in any way interfere adversely with the relationship  between any
such  employee and the Company,  (b) induce or attempt to induce any employee of
the  Company  to work  for,  render  services  or  provide  advice  to or supply
confidential  business  information or trade secrets of the Company to any third
person,  firm or  corporation,  or (c) induce or attempt to induce any customer,
supplier,  licensee, licensor or other business relation of the Company to cease
doing  business with the Company or in any way interfere  with the  relationship
between  any such  customer,  supplier,  licensee,  licensor  or other  business
relation and the Company.

         8.2 Indirect  Solicitation.  Executive agrees that,  during the term of
this  Agreement  and the  period  covered by Section  8.1  hereof,  he will not,
directly or  indirectly,  assist or encourage  any other person in carrying out,
directly or indirectly,  any activity that would be prohibited by the provisions
of Section 8.1 if such activity were carried out by Executive,  either  directly
or indirectly;  and, in particular,  Executive agrees that he will not, directly
or  indirectly,  induce any  employee of the  Company to carry out,  directly or
indirectly, any such activity.

         9. INJUNCTIVE  RELIEF.  Executive hereby  recognizes,  acknowledges and
agrees  that in the event of any breach by  Executive  of any of his  covenants,
agreements,  duties or  obligations


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<PAGE>

contained in Sections 5, 6, 7 and 8 of this Agreement,  the Company would suffer
great and  irreparable  harm,  injury and damage,  the Company  would  encounter
extreme  difficulty in attempting to prove the actual amount of damages suffered
by the  Company  as a  result  of such  breach,  and the  Company  would  not be
reasonably or adequately  compensated in damages in any action at law. Executive
therefore covenants and agrees that, in addition to any other remedy the Company
may have at law, in equity, by statute or otherwise,  in the event of any breach
by  Executive  of  any of  his  covenants,  agreements,  duties  or  obligations
contained  in Sections  5, 6, 7 and 8 of this  Agreement,  the Company  shall be
entitled to seek and receive temporary, preliminary and permanent injunctive and
other equitable  relief from any court of competent  jurisdiction to enforce any
of the rights of the Company,  or any of the  covenants,  agreements,  duties or
obligations of Executive hereunder, and/or otherwise to prevent the violation of
any of the terms or provisions  hereof, all without the necessity of proving the
amount of any actual  damage to the Company or any affiliate  thereof  resulting
therefrom;  provided, however, that nothing contained in this Section 9 shall be
deemed or construed in any manner  whatsoever  as a waiver by the Company of any
of the rights which the Company may have against Executive at law, in equity, by
statute or otherwise  arising out of, in connection  with or resulting  from the
breach by Executive of any of his covenants,  agreements,  duties or obligations
hereunder.

     10. MISCELLANEOUS.

         10.1   Notices.   All  notices,   requests  and  other   communications
(collectively,  "NOTICES") given pursuant to this Agreement shall be in writing,
and shall be  delivered  by personal  service or by United  States  first class,
registered  or  certified  mail (return  receipt  requested),  postage  prepaid,
addressed to the party at the address set forth below:

                           If to Company:

                                    Thinking Tools, Inc.


                                    Attention: Board of Directors

                           If to Executive:

                                    Mr. Nazzareno E. Paciotti

                                    14 Crosswicks Ridge Rd.

                                    Wilton, CT 06897



Any Notice shall be deemed duly given when  received by the  addressee  thereof,
provided that any Notice sent by registered or certified mail shall be deemed to
have been duly given three days from date of deposit in the United States mails,
unless  sooner  received.  Either party may from time to time change its address
for further Notices  hereunder by giving notice to the other party in the manner
prescribed in this section.

         10.2 Entire  Agreement.  This  Agreement  contains  the sole and entire
agreement


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and  understanding  of the parties with respect to the entire  subject matter of
this Agreement, and any and all prior discussions, negotiations, commitments and
understandings, whether oral or otherwise, related to the subject matter of this
Agreement  are hereby  merged  herein.  No  representations,  oral or otherwise,
express or  implied,  other than those  contained  in this  Agreement  have been
relied upon by any party to this Agreement.

         10.3 Governing  Law. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO
CONFLICTS OF LAW PRINCIPLES THEREOF.

         10.4 Captions. The various captions of this Agreement are for reference
only and shall not be  considered  or  referred  to in  resolving  questions  of
interpretation of this Agreement.

         10.5  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         10.6  Business  Day. If the last day  permissible  for  delivery of any
Notice under any  provision of this  Agreement,  or for the  performance  of any
obligation  under this Agreement,  shall be other than a business day, such last
day for such  Notice or  performance  shall be  extended  to the next  following
business day (provided,  however, under no circumstances shall this provision be
construed to extend the date of termination of this Agreement).







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     In witness whereof, the parties have executed this Agreement as of the date
first set forth above.

Company:                                             Executive:

THINKING TOOLS, INC.



By: /s/ Howard Safir                                 /s/ N.E. Paciotti
    ----------------------------------------         --------------------------
Name:    Howard Safir                                NAZZARENO E. PACIOTTI
     --------------------------------------
Its:     Chairman
     --------------------------------------








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