Exhibit 10.3


                                    AGREEMENT
                                   ---------

         This Agreement ("Agreement"), is made this 17th day of February 2004 by
and between November Group, Ltd. ("the Consultant"), a Maryland corporation with
its principal  office at 137 Charles Street,  Annapolis,  MD 21401, and Thinking
Tools,  Inc.,  a  Delaware  corporation  with its  principal  office at 200 Park
Avenue,  New York,  NY ("the  Company").  The Company  seeks to benefit from the
Consultant's  expertise and  experience  by retaining the  Consultant to provide
advice, consultation and assistance to the Company. Accordingly, the Company and
the Consultant agree as follows:

         1. Scope of Services. The Consultant, through its principals,  officers
and/or employees, shall provide such advice,  consultation and assistance as the
parties mutually agree.

         2. Term.  The  initial  term of this  Agreement  shall be for three (3)
years,  renewable upon reasonable  terms and conditions as may be agreed upon by
the Company and the Consultant.

         3. Fees. As consideration  for the consulting  services provided by the
Consultant,  the Company shall pay to Consultant a total fee of $600,000.00,  in
equal  monthly  installments,  for  the  initial  three  (3)  year  term of this
Agreement.

         4. Termination.  If the Company  terminates this Agreement for a reason
other  than  "good  cause",  as  defined  below,  the  Company  agrees  to pay a
termination fee of one half of the entire remaining fee.

         For purposes of the Agreement "good cause" shall be defined as follows:
(i)  commission  of a  felony  or any  crime  involving  moral  turpitude;  (ii)
declaration  of  unsound  mind by a court of  competent  jurisdiction;  or (iii)
inability to perform the essential  functions of the subject  position,  with or
without a reasonable  accommodation,  for a period of 90 days,  as a result of a
medical condition (as permissible under applicable state and federal laws).

         5. Notice and  Opportunity  to Cure.  The Parties agree that,  prior to
either Party seeking to terminate  this  Agreement due to an asserted  breach of
the Agreement, the non-breaching Party shall give to the breaching Party written
notice and a  three-day  opportunity  to cure the  breach.  In the event of such
notice,  the Parties agree to meet and confer in a good faith attempt to resolve
the matter short of termination.

         6. Change of Control.  In the event of a change in control,  the entire
fee shall  become due and owing.  For  purposes  of this  provision,  "change in
control" is defined as: (i) except as provided below, all or  substantially  all
of the assets of the Company are sold to an unrelated  third party;  or (ii) the
acquisition,  directly  or  indirectly  (and  including  through  any  merger or
consolidation),   after  the  Commencement  Date,  of  beneficial  ownership  of
securities of the Company  possessing more than fifty percent (50%) of the total
combined voting power of all outstanding securities of the Company by any person
or entity (or "group" of  affiliated  persons or entities  within the meaning of
Section

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13(d)(3) of the  Securities  Exchange Act of 1934, as amended).  Notwithstanding
the foregoing,  Change in Control shall not include any transaction  between the
Company,  on the one hand,  and any  subsidiary  of the Company,  including  the
Company, on the other hand,  undertaken for the purpose of effecting a corporate
reorganization  whereby the share ownership of the surviving entity  immediately
following such transaction is held in substantially  the same proportions as the
share ownership of the Company  immediately prior to such transaction.  Further,
Change in Control shall not include a transaction  in which the Company uses its
stock  as the  purchase  currency  to  acquire  another  entity  so  long as the
management of Thinking Tools, Inc., is the same as before the acquisition.

         7.  Expenses.  The  Company  shall  reimburse  the  Consultant  for all
out-of-pocket expenses incurred in direct connection with this engagement.

         8.  Confidentiality and Protection of Proprietary Information.

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

             8.2  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 or the Consultant's business and gives the Company
or the Consultant 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  or the  Consultant'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.

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

             8.4  Proprietary  Information.  For the purpose of this  Agreement,
"Proprietary  Information"  shall mean all of the Company's and the Consultant's
Industrial  Property  Rights,  Trade  Secrets and  Technical  Data.  Proprietary
Information  shall not include  any of the  Company's  information  that (i) was
lawfully in the possession of Consultant  prior to Consultant's  engagement 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 Consultant  after  termination  of  Consultant's  engagement by a third party
which  does not have an  obligation  to the

<PAGE>

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

             8.5  Agreement  Not To Copy Or Use. The Parties  agree,  during the
term of this  Agreement and for a period of two years  thereafter,  not to copy,
use or disclose  (except as required by law after first notifying the proprietor
Party and  giving it an  opportunity  to  object)  any  Proprietary  Information
without the proprietor's prior written  permission.  The proprietor may withhold
such permission as a matter within its sole discretion.

         9.  Nonsolicitation  and  Noninterference.  During  the  term  of  this
Agreement  and for a period of two years  thereafter,  each Party agrees that it
shall not, directly or indirectly,  (a) induce or attempt to induce any employee
of the of the other Party to leave that Party's employ, or (b) induce or attempt
to induce any customer,  supplier, licensee, licensor or other business relation
of the  other  Party to cease  doing  business  with  that  Party.  The  Company
acknowledges  that the  principals  of the  Consultant  also serve as directors,
officers, managers and/or principals of third party business entities, including
entities that may do business with the Company (the Third Parties).  The Company
acknowledges  and  agrees  that this  paragraph  9 shall  not apply to  business
decisions made by the  Consultant's  principals in the context of their roles as
directors, officers, managers or principals of any Third Party.

         10.  Injunctive  Relief.  The Parties each  recognize,  acknowledge and
agree that breach of the  covenants  contained  in  paragraphs  8 and 9 would do
great and irreparable harm,  injury and damage to the  non-breaching  Party, the
non-breaching  Party would encounter  extreme  difficulty in attempting to prove
the actual  amount of damages it  suffered as a result of such  breach,  and the
non-breaching Party would not be reasonably or adequately compensated in damages
in any action at law. The Parties therefore covenant and agree that, in addition
to any other remedy they may have at law, in equity, by statute or otherwise, in
the event of any breach of the covenants  contained in paragraphs 8 or 9 of this
Agreement,  the  non-breaching  Party  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 its rights and 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 non-breaching Party;
provided,  however,  that nothing contained in this paragraph 10 shall be deemed
or construed in any manner  whatsoever as a waiver by either Party of any of the
rights it may have  against  the other  Party at law,  in

<PAGE>

equity,  by statute or otherwise arising out of, in connection with or resulting
from the breach of any of the covenants, agreements, duties or obligations under
this Agreement.

         11.  Return  of  Corporate   Property  and  Trade  Secrets.   Upon  any
termination  or expiration of this  Agreement,  Consultant and the Company shall
each  return to the other all  property,  writings  or  documents  then in their
possession  or custody  belonging  to the other Party or  comprising  any of the
other Party's Proprietary Information.

         12.  Indemnification.  The Company shall  indemnify the  Consultant and
shall hold the Consultant harmless from any cost, expense (including  attorneys'
fees) or  liability  arising out of or related to any act on behalf of or in the
course  of  performance  of this  Agreement.  In the  event of  litigation,  the
Consultant shall be entitled to select its own counsel and, if the Consultant so
requests,  the Company  shall  advance to the  Consultant an amount (or amounts)
estimated to cover the Consultant's  litigation  expenses.  Such indemnification
and agreement to advance  expenses in litigation  shall survive the initial term
of this Agreement.

         13.  Nonexclusivity.  The  Company  understands  and  agrees  that  the
Consultant shall not be prevented or barred from rendering  services of any kind
or nature to, for or on behalf of any other person, firm, corporation or entity,
subject  to the  Consultant's  obligation  to  maintain  confidentiality  of the
Company's  Proprietary  Information  pursuant to paragraph 8. Nevertheless,  the
Consultant agrees to avoid entering into any relationship that hinders it timely
performance of services for the Company.

         14. Miscellaneous.

             a. No  Assignment.  Neither this  Agreement  nor any of the rights,
interests or  obligations  hereunder may be assigned by either Party without the
prior written consent of the other Party.

             b.  Independent  Principals.   The  relationship  created  by  this
Agreement shall be that of independent contractor, and the Consultant shall have
no  authority to bind or act as agent for the Company or its  employees  for any
purpose except as expressly authorized by the Board of Directors of the Company.

             c.  Entire  Agreement.   This  Agreement   constitutes  the  entire
understanding  between the Parties  with respect to the subject  matter  hereof,
supersedes all previous written or verbal  agreements  between the Parties,  and
may not be modified except by a written agreement signed by both Parties.

             d.  Notices.  All  notices  and other  communications  required  or
permitted to be given by this Agreement  shall be in writing and shall be deemed
received if and when either hand delivered and a signed receipt given, or mailed
by registered or certified U.S. mail, return receipt requested, postage prepaid,
to the addresses first listed above.

<PAGE>

             e. Governing Law. This Agreement and the  relationship  between the
parties  shall be  construed  under and governed by the laws of the State of New
York without  regard to the conflict of laws and rules  thereof,  and shall take
effect as if executed and performed in the New York, NY.

             f.  Waiver.  Any waiver or alleged  waiver of any breach or term of
this Agreement shall not constitute a waiver of any other breach or term hereof.

             g.  Construction.  Any  ambiguity  in this  Agreement  shall not be
construed  against either Party as a result of such Party's  preparation of this
Agreement,  but shall be  construed  in favor or against the parties in light of
all the facts,  circumstances  and  intentions  of the  parties at the time this
Agreement is effective.

             h.  Severability.  The provisions of this Agreement shall be deemed
several and the  invalidity  of any  provision  shall not affect the validity or
enforceability of the other provisions hereof.

             i. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one instrument.

         In Witness Whereof,  the Parties have executed this Agreement effective
the date first stated above.


    THINKING TOOLS, INC.                      NOVEMBER GROUP, LTD.


BY: /s/ N.E. Paciotti                     BY: /s/ Carol Safir
    --------------------------                ------------------------------
    NAZZARENO E. PACIOTTI                     President
    CHIEF EXECUTIVE OFFICER