Negative Pledge Agreement

EXHIBIT 10.34


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of December 27, 2002, by and between VIEWLOCITY, INC. ("Borrower") and SILICON VALLEY BANK ("Bank").


In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows:


1. Borrower shall not sell, transfer, assign, mortgage, pledge,
lease, grant a security interest in, or encumber, or enter into
any agreement, document, instrument or other arrangement (except
with or in favor of the Bank and except as permitted by the Loan
Documents, including without limitation the Liens existing on the
Closing Date and disclosed to and accepted by the Bank in writing
as set forth on the Schedule to Loan and Security Agreement) with
any Person which directly or indirectly prohibits or has the
effect of prohibiting Borrower from selling, transferring,
assigning, mortgaging, pledging, leasing, granting a security
interest in or upon, or encumbering any of Borrower's personal
property, including, without limitation, the following:


a. All goods and equipment as defined in the Uniform Commercial
Code now owned or hereafter acquired, including, without
limitation, all machinery, fixtures, vehicles (including
motor vehicles and trailers), and any interest in any of the
foregoing, and all attachments, accessories, accessions,
replacements, substitutions, additions, and improvements to
any of the foregoing, wherever located;


b. All inventory as defined in the Uniform Commercial Code and
includes, now owned or hereafter acquired, including,
without limitation, all merchandise, raw materials, parts,
supplies, packing and shipping materials, work in process
and finished products including such inventory as is
temporarily out of Borrower's custody or possession or in
transit and including any returns upon any accounts or other
Proceeds, , resulting from the sa ...