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                                                                    EXHIBIT 4.13


                              THINKING TOOLS, INC.
                          2004 LONG-TERM INCENTIVE PLAN

I.       PURPOSE

         The purpose of the Thinking Tools, Inc. 2004 Long-Term Incentive Plan
(the "Plan") is to attract and retain and provide incentives to employees,
officers, directors and consultants of the Corporation and its Subsidiaries, and
to thereby increase overall stockholders' value. The Plan generally provides for
the granting of stock, stock options, stock appreciation rights, restricted
shares or any combination of the foregoing to the eligible participants.

II.      DEFINITIONS

         (a) "Award" includes, without limitation, stock options (including
incentive stock options within the meaning of Section 422(b) of the Code), stock
appreciation rights, dividend equivalent rights, stock awards, restricted share
awards, or other awards that are valued in whole or in part by reference to, or
are otherwise based on, the Common Stock ("other Common Stock-based Awards"),
all on a stand alone, combination or tandem basis, as described in or granted
under this Plan.

         (b) "Award Agreement" means a written agreement setting forth the terms
and conditions of each Award made under this Plan.

         (c) "Board" means the Board of Directors of the Corporation.

         (d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (e) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to time
to administer this Plan or if no such committee is designated, the Board.

         (f) "Common Stock" means the common stock of the Corporation, par value
$.001 per share, or any other securities of the Corporation into which such
common stock is reclassified or reconstituted.

         (g) "Corporation" means Thinking Tools, Inc., a Delaware corporation.

         (h) "Employee" means an employee of the Corporation or a Subsidiary.

         (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

         (j) "Fair Market Value" means the closing price for the Common Stock as
officially reported on the relevant date (or if there were no sales on such
date, on the next preceding date on which such closing price was recorded) by
the principal national securities exchange on which the Common Stock is listed
or admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any such national securities exchange, the closing price as furnished
by the National Association of Securities Dealers through Nasdaq or a similar
organization if Nasdaq is no longer reporting such information, or, if the
Common Stock is not quoted on Nasdaq, as determined in good faith by resolution
of the Committee (whose determination shall be conclusive), based on the best
information available to it.

         (k) "Participant" means an Employee, officer, director or consultant
who has been granted an Award under the Plan.

         (l) "Plan Year" means a twelve-month period beginning with January 1 of
each year.


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         (l) "Subsidiary" means any corporation or other entity, whether
domestic or foreign, in which the Corporation has or obtains, directly or
indirectly, a proprietary interest of more than 50% by reason of stock ownership
or otherwise.

III.     ELIGIBILITY

         Any Employee, officer, director or consultant of the Corporation or a
Subsidiary selected by the Committee is eligible to receive an Award.

IV.      PLAN ADMINISTRATION

         (a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with respect to
the participation of Employees, officers, directors and consultants in the Plan
and, except as otherwise required by law or this Plan, the grant terms of
Awards, including vesting schedules, price, restriction or option periods,
dividend rights, post-retirement and termination rights, payment alternatives
such as cash, stock, contingent awards or other means of payment consistent with
the purposes of this Plan, and such other terms and conditions as the Board or
the Committee deems appropriate which shall be contained in an Award Agreement
with respect to a Participant.

         (b) The Committee shall have authority to interpret and construe the
provisions of the Plan and any Award Agreement and make determinations pursuant
to any Plan provision or Award Agreement which shall be final and binding on all
persons. No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation, as it may be amended from time to time.

         (c) The Committee shall have the authority at any time to provide for
the conditions and circumstances under which Awards shall be forfeited. The
Committee shall have the authority to accelerate the vesting of any Award and
the times at which any Award becomes exercisable.

V.       CAPITAL STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN

         (a) The capital stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of Common Stock held
as treasury stock. Subject to (i) adjustment in accordance with the provisions
of Section X, (ii) Sections V(b) and (c) below, and (iii) the adoption of an
amendment to Corporation's certificate of incorporation pursuant to which the
Corporation shall have available for grants of Awards such number of authorized
but unissued shares of Common Stock provided for in this Section V(a), the total
number of shares of Common Stock available for grants of Awards shall not exceed
386,094,320.

         (b) The grant of a restricted share Award shall be deemed to be equal
to the maximum number of shares which may be issued under the Award. Awards
payable only in cash will not reduce the number of shares available for Awards
granted under the Plan.

         (c) There shall be carried forward and be available for Awards under
the Plan, in addition to shares available for grant under paragraph (a) of this
Section V, all of the following: (i) any unused portion of the limit set forth
in paragraph (a) of this Section V; (ii) shares represented by Awards which are
cancelled, forfeited, surrendered, terminated, paid in cash or expire
unexercised; and (iii) the excess amount of variable Awards which become fixed
at less than their maximum limitations.

VI.      AWARDS UNDER THIS PLAN

         As the Committee may determine, the following types of Awards and other
Common Stock-based Awards may be granted under this Plan on a stand alone,
combination or tandem basis:

         (a) Stock Option. A right to buy a specified number of shares of Common
Stock at a fixed exercise price during a specified time, all as the Committee
may determine.


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         (b) Incentive Stock Option. An Award in the form of a stock option
which shall comply with the requirements of Section 422 of the Code or any
successor section as it may be amended from time to time. Subject to adjustment
in accordance with the provisions of Section X, the aggregate number of shares
which may be subject to incentive stock option Awards under this Plan shall not
exceed 386,094,320, subject to Section V above. To the extent that Section 422
of the Code requires certain provisions to be set forth in a written plan, said
provisions are incorporated herein by this reference.

         (c) Stock Appreciation Right. A right, which may or may not be
contained in the grant of a stock option or incentive stock option, to receive
in cash (or its equivalent value in Common Stock) the excess of the Fair Market
Value of a share of Common Stock on the date the right is surrendered over the
option exercise price or other price specified in the Award Agreement.

         (d) Restricted Shares. The issuance of Common Stock to a Participant
subject to forfeiture until such restrictions, terms and conditions as the
Committee may determine are fulfilled.

         (e) Dividend or Equivalent. A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.

         (f) Stock Award. The issuance of Common Stock, which may be on a
contingent basis, to a Participant.

         (g) Other Stock-Based Awards. Other Common Stock-based Awards which are
related to or serve a similar function to those Awards set forth in this Section
VI.

VII.     AWARD AGREEMENTS

         Each Award under the Plan shall be evidenced by an Award Agreement that
(i) shall set forth the terms and conditions of the Award, (ii) shall be
executed by the Corporation and the Participant, and (iii) to the extent the
Award includes stock options granted to a resident of the State of California,
shall include the following terms, in addition to any other applicable terms
required by this Plan or the Committee:

                  (a) An exercise price which is not less than 85% of the Fair
Market Value of the Common Stock at the time the stock option is granted, except
that the price shall not be less than 110% of the Fair Market Value of the
Common Stock in the case of any person who owns securities possessing more than
10% of the total combined voting power (as defined in Section 194.5 of the
California Corporations Code) of all classes of securities of the Company or its
parent or subsidiaries possessing voting power;

                  (b) An exercise period of not more than 120 months from the
date the stock option is granted;

                  (c) The non-transferability of the stock options, provided
that the Award Agreement may permit transferability by will, by the laws of
descent and distribution, or as permitted by applicable securities laws;

                  (d) The right to exercise at the rate of at least 20% per year
over 5 years from the date the stock option is granted, subject to reasonable
conditions such as continued employment;

                  (e) Unless employment is terminated for cause as defined by
applicable law, the terms of the Award Agreement or a contract of employment,
the right to exercise in the event of termination of employment, to the extent
that the Optionee is entitled to exercise on the date employment terminates, as
follows: (1) at least 6 months from the date of termination if termination was
caused by death or


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disability, and (2) at least 30 days from the date of termination if termination
was caused by other than death or disability; and

                  (f) A termination date of not more than 10 years from the date
the Award Agreement is entered into or the date the Award Agreement is approved
by the security holders, whichever is earlier.

VIII.    OTHER TERMS AND CONDITIONS

         (a) Assignability. Unless provided to the contrary in any Award, no
Award shall be assignable or transferable except by will or by the laws of
descent and distribution and during the lifetime of a Participant, the Award
shall be exercisable only by such Participant.

         (b) Termination of Employment or Other Relationship. The Committee
shall determine the disposition of the grant of each Award in the event of the
retirement, disability, death or other termination of a Participant's employment
or other relationship with the Corporation or a Subsidiary.

         (c) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant is the holder of record. Except as provided in Section X, no
adjustment will be made for dividends or other rights for which the record date
is prior to such date.

         (d) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.

         (e) Payments by Participants. The Committee may determine that Awards
for which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of shares of
Common Stock with a Fair Market Value equal to the total payment due from the
Participant; (iii) pursuant to a broker-assisted "cashless exercise" program if
established by the Corporation; (iv) by a combination of the methods described
in (i) through (iii) above; or (v) by such other methods as the Committee may
deem appropriate.

         (f) Withholding. Except as otherwise provided by the Committee, (i) the
deduction of withholding and any other taxes required by law will be made from
all amounts paid in cash and (ii) in the case of payments of Awards in shares of
Common Stock, the Participant shall be required to pay the amount of any taxes
required to be withheld prior to receipt of such stock, or alternatively, a
number of shares the Fair Market Value of which equals the amount required to be
withheld may be deducted from the payment.

         (g) Maximum Awards. The maximum number of shares of Common Stock that
may be issued to any single Participant pursuant to Awards under this Plan in
any single Plan Year is 193,047,160.

IX.      TERMINATION, MODIFICATION AND AMENDMENTS

         (a) The Plan may from time to time be terminated, modified or amended
by the affirmative vote of the holders of a majority of the outstanding shares
of the capital stock of the Corporation present or represented and entitled to
vote at a duly held stockholders meeting.

         (b) Notwithstanding the provisions of Section IX(a) above, the Board
may at any time terminate the Plan or from time to time make such modifications
or amendments of the Plan as it may deem advisable; provided, however, that the
Board shall not make any material amendments to the Plan without the approval of
at least the affirmative vote of the holders of a majority of the outstanding
shares of the capital stock of the Corporation present or represented and
entitled to vote at a duly held stockholders meeting.

         (c) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by an Award without the consent of the recipient
thereof.


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X.       RECAPITALIZATION

         The aggregate number of shares of Common Stock as to which Awards may
be granted to Participants, the number of shares thereof covered by each
outstanding Award and the price per share thereof in each such Award, shall all
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by the Corporation, or other change in corporate or capital structure; provided,
however, that any fractional shares resulting from any such adjustment shall be
eliminated. The Committee may also make the foregoing changes and any other
changes, including changes in the classes of securities available, to the extent
it is deemed necessary or desirable to preserve the intended benefits of the
Plan for the Corporation and the Participants in the event of any other
reorganization, recapitalization, merger, consolidation, spin-off, extraordinary
dividend or other distribution or similar transaction.

XI.      NO RIGHT TO EMPLOYMENT

         No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of, or in any other relationship with, the Corporation or
a Subsidiary. Further, the Corporation and each Subsidiary expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any Award Agreement issued
hereunder.

XII.     GOVERNING LAW

         To the extent that federal laws do not otherwise control, the Plan
shall be construed in accordance with and governed by the laws of the State of
Delaware.

XIII.    SAVINGS CLAUSE

         This Plan is intended to comply in all aspects with applicable laws and
regulations. In case any one or more of the provisions of this Plan shall be
held invalid, illegal or unenforceable in any respect under applicable law and
regulation, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and the invalid,
illegal or unenforceable provision shall be deemed null and void; however, to
the extent permissible by law, any provision which could be deemed null and void
shall first be construed, interpreted or revised retroactively to permit this
Plan to be construed in compliance with all applicable laws so as to foster the
intent of this Plan.

XIV.     EFFECTIVE DATE AND TERM

         The effective date of this Plan is February 16, 2004. The Plan shall
terminate on February 16, 2014. No awards shall be granted after the termination
of the Plan.


         The adoption of the Plan is subject to approval by the Corporation's
stockholders, which approval must be obtained within 12 months from the date the
Plan is adopted by the Board. In the event that the stockholders fail to approve
the Plan within 12 months after its adoption by the Board, any Awards made under
the Plan shall be rescinded, and no additional Awards shall be made thereafter
under the Plan.




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