Thinking Tools, Inc.
Ticker: TSIM One Lower Ragsdale Drive, I-250
Exchange: NASDAQ-Small Cap Market Monterey, California 93940
Industry: High-Tech (408) 373-8688

Type of Shares:Common Shares Filing Date:9/3/96
U.S. Shares:1,400,000 Offer Date:10/25/96
Non-U.S. Shares:0 Filing Range:$6.00 - $8.00
Primary Shares:1,400,000 Offer Price:$6.50
Secondary Shares:0 Gross Spread:$0.65
Offering Amount: $9,800,000 Selling:$0.32
Expenses:$773,000 Reallowance:$0.10
Shares Out After:4,431,758

ManagerTierPhone
Barington Capital Group, L.P.Lead Manager (212) 974-5722

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$1.33$0.63$0.68Assets:$0.35
Net Income:-$0.59-$0.35-$0.28Liabilities:$2.26
EPS:-$0.19-$0.11-$0.09Equity:-$1.91

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company develops powerful and flexible PC-based business simulation software programs that enable users to simulate real life business situations, explore complex operational problems and improve functional and problem solving skills. The company's agent-based, adaptive simulation software has a broad range of potential business applications, including strategic planning, sales and marketing, training, competitive positioning, product marketing, operational planning, logistics and supply and demand forecasting. The company believes that its products are unique because they combine user-friendly interactive interfaces used in sophisticated computer games with its proprietary agent-based programming to produce interactive adaptive business simulations, simulate consumer behavior, demonstrate the impact of management actions, seek system vulnerabilities and explore complex operational systems. The company's user-friendly interfaces enable persons with no technical training to comfortably interact with complex systems.

Use of Proceeds
The proceeds from the proposed offering will be used to fund the company's sales and marketing efforts; to fund the company's product development efforts; to fund the retirement of the bridge notes and for working capital and general corporate purposes.

Last updated: 12/8/96

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