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Changes in Control of Registrant, Acquisition or Disposition of Assets, Other

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Thinking Tools, Inc. Acquires GVI Security, Inc.

http://biz.yahoo.com/bw/040223/235241_1.html

http://www.nasdaq.com/asp/quotes_sec.asp?symbol=TSIM&selected=TSIM&page=filings

Thinking Tools, Inc. Board Approves Recapitalization and Name Change
Friday February 27, 9:00 am ET


NEW YORK--(BUSINESS WIRE)--Feb. 27, 2004--Thinking Tools, Inc. (OTCBB:TSIM - News), a provider of complete video surveillance solutions to the fast-growing retail, business-to-business, professional, and homeland security market segments, today announced that its Board of Directors approved certain actions in connection with its recently completed acquisition of GVI Security.
In connection with the GVI acquisition, the Company issued shares of preferred stock convertible into an aggregate of approximately 1.9 billion shares of common stock. To permit the conversion of these shares of preferred stock, and in accordance with its obligations under the merger agreement with GVI Security, the Board of Directors of the Company has approved a one-for-65 reverse stock split of the Company's common stock, and an increase in its authorized shares of common stock from 20,000,000 to 75,000,000.

In addition, to reflect its new business, Thinking Tools' Board of Directors approved the change of the Company's name to GVI Security Solutions, Inc.

The recapitalization and name change are subject to stockholder approval, which the Company anticipates obtaining shortly, and will become effective after requisite filings are made with the Securities and Exchange Commission and the filing of a Certificate of Amendment to the Company's Certificate of Incorporation with the Delaware Secretary of State.

Following the filing of such Certificate of Amendment, based on the current number of outstanding shares of the Company's common stock and shares of preferred stock that will convert into common stock at such time, the Company will have outstanding approximately 30 million shares of common stock.

About Thinking Tools:

Through its acquisition of GVI, Thinking Tools provides complete video surveillance solutions to the fast-growing retail, business-to-business, professional, and homeland security market segments. The Company is the exclusive distributor of Samsung Electronics video security products in both North and South America and the Caribbean, and distributes video surveillance and other security products to wholesale distributors and consumers. The Company also serves the import, support, marketing, inventory, warranty, and distribution needs of Samsung and other high technology manufacturers.

Some of the statements made by Thinking Tools, Inc. in this press release are forward-looking in nature. Actual results may differ materially from those projected in forward-looking statements. Thinking Tools believes that its primary risk factors include, but are not limited to: reliance on primary supplier; effective integration of recently acquired operations and personnel; expansion risks; effective internal processes and systems; the ability to attract and retain high quality employees; changes in the overall economy; rapid change in technology; the number and size of competitors in its markets; law and regulatory policy; and the mix of products and services offered in the company's target markets.



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Contact:
Thinking Tools, Inc.
Nazzareno Paciotti, 972-245-7353, ext. 2239
or
CCG Investor Relations
Crocker Coulson, 818-789-0100
[e-mail]

http://biz.yahoo.com/bw/040227/275118_1.html


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