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                                                                     EXHIBIT 4.1

                            ARTICLES OF AMENDMENT OF
                         THE THIRD AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                 SYNQUEST, INC.

         SynQuest, Inc., a corporation organized and existing under the laws of
the State of Georgia (the "Corporation"), hereby certifies as follows:

         1.  The name of the Corporation is SynQuest, Inc.

         2. The Corporation's Third Amended and Restated Articles of
Incorporation are amended by removing Article V in its entirety, and replacing
it with the following:

                                   "ARTICLE V.

                  (a)      The aggregate number of shares which the Corporation
         shall have the authority to issue shall be as follows:

                           (i)      100,000,000 shares of common stock, $0.01
                  par value (the "Common Stock"), such shares to have such
                  rights as are enumerated in Article VI of these Articles of
                  Incorporation;

                           (ii)     14,850,279 shares of preferred stock, $0.01
                  par value (the "Preferred Stock"); and

                           (iii)    13,200,000 shares of Preferred Stock which
                  shall be designated as Series A Convertible Preferred Stock,
                  $0.01 par value (the "Series A Preferred Stock"), such series
                  to have such rights, preferences and limitations as are
                  hereinafter enumerated under the heading "SERIES A CONVERTIBLE
                  PREFERRED STOCK" in this Article V.

                  (b)      Subject to the limitations and in the manner provided
         by law, shares of Preferred Stock may be issued from time to time in
         series. In addition to the Series A Convertible Preferred Stock
         established and designated in these Articles of Incorporation, as
         amended, the Board of Directors of the Corporation is hereby empowered
         and authorized to establish and designate additional series, to fix the
         number of shares constituting each such additional series, and to fix
         the designations and the relative rights, preferences and limitations
         of the shares of each such additional series in accordance with Section
         14-2-602 of the Georgia Business Corporation Code. In such regard, the
         Board of Directors of the Corporation is expressly authorized, at any
         time, by adopting resolutions providing for the issuance of, or
         providing for a change in the number of, shares of any particular
         series of Preferred Stock and, if and to the extent from time to time
         required by law, by filing a certificate of amendment which is
         effective without shareholder action to increase or decrease the number
         of shares included in each series of



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         Preferred Stock, but not below the number of shares then issued, and to
         set or change in any one or more respects the designations,
         preferences, conversions or other rights, voting powers, restrictions,
         limitations as to dividends, qualifications, or terms and conditions of
         redemption relating to the shares of each such series. Notwithstanding
         the foregoing, the Board of Directors of the Corporation shall not be
         authorized to change the right of holders of the Common Stock of the
         Corporation to vote one vote per share on all matters submitted for
         shareholder action.

                  (c)      The rights, preferences, privileges, restrictions and
         other matters relating to the Series A Preferred Stock are as follows:

                      SERIES A CONVERTIBLE PREFERRED STOCK

                  1.       Dividends. The holders of shares of Series A
         Preferred Stock shall be entitled to receive, when, as and if declared
         by the Board of Directors, a seven percent (7%) cumulative dividend on
         the Original Issue Price (as defined below), prior to and in preference
         of any declaration or payment of any dividend to the holders of shares
         of Common Stock. The "Original Issue Price" of the Series A Preferred
         Stock shall be $2.50 per share. The Corporation may elect to pay such
         dividend, to the extent assets are legally available, in cash or in
         shares of Common Stock, par value $0.01 per share of the Corporation
         (the "Common Stock"). If the Corporation elects to declare and pay such
         dividend in shares of Common Stock, the value of each such share of
         Common Stock so issued shall be: (i) if such Common Stock is listed on
         a national securities exchange or national inter-dealer quotation
         system, then the market price of such share of Common Stock as of the
         close of trading on the date of declaration of such dividend; or (ii)
         if such Common Stock is not so listed on a national securities exchange
         or national inter-dealer quotation system, the fair market value of
         such share of Common Stock as determined by and in the good faith
         discretion of the Board of Directors on the date of declaration. Any
         amounts for which assets are not legally available shall be paid
         promptly as assets become legally available therefor. The dividends on
         the Series A Preferred Stock shall be cumulative and shall accrue daily
         on and after the date of original issuance of each share of Series A
         Preferred Stock (the "Original Issue Date"). For a period of two years
         following the Original Issue Date, the Corporation shall not declare or
         pay any dividends; provided however that dividends shall accrue during
         this period as set forth above.

                  2.       Liquidation, Dissolution or Winding Up; Certain
         Mergers, Consolidations and Asset Sales.

                           (a)      Treatment of Liquidation. In the event of
         any voluntary or involuntary liquidation, dissolution or winding up of
         the Corporation, distributions to the stockholders of the Corporation
         shall be made in the following manner:

                                    (i)      the holders of outstanding shares
                  of the Series A Preferred Stock then outstanding shall be
                  entitled to be paid, ratably, out of the assets of the
                  Corporation available for distribution, whether such assets
                  are capital, surplus or earnings, an amount in cash equal to
                  the greater of:


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                                    (A)      the amount of any liquidating
                  distribution or distributions the holders of the outstanding
                  shares of Series A Preferred Stock would be entitled to
                  receive from the Corporation upon any such liquidation,
                  dissolution or winding up if such shares had been converted
                  into Common Stock immediately prior to such event in
                  accordance with Section 4 hereof; and

                                    (B)      the lesser of (1) ninety two
                  percent (92%) of any assets available for distribution to
                  shareholders and (2) an amount equal to the Original Issue
                  Price per share (subject to appropriate adjustment in the
                  event of any stock dividend, stock split, combination or other
                  similar recapitalization affecting the number of issued and
                  outstanding shares of Series A Preferred Stock), plus any
                  accrued but unpaid dividends on the Series A Preferred Stock,
                  plus any additional amount necessary to provide the holders of
                  the outstanding shares of the Series A Preferred Stock with an
                  overall internal rate of return, compounded annually, on the
                  Original Issue Price per share of fifteen percent (15%) per
                  annum, taking into account any dividends previously declared
                  and paid on the Series A Preferred Stock, calculated from the
                  Original Issue Date (the "Series A Liquidation Preference");

                           (ii)     the holders of shares of the Common Stock
         then outstanding shall be entitled to be paid, ratably, out of the
         assets of the Corporation available for distribution, whether such
         assets are capital, surplus or earnings, an amount in cash equal to:

                                    (A)      in the event the outstanding shares
                  of Series A Preferred Stock receive a liquidating distribution
                  or distributions pursuant to Section 2(a)(i)(A) above, then
                  the holders of the Common Stock shall be entitled to share
                  ratably with the holders of the outstanding shares of Series A
                  Preferred Stock in any such distribution or distributions, as
                  if such outstanding shares of Series A Preferred Stock had
                  been converted into Common Stock immediately prior to such
                  liquidation, dissolution or winding up in accordance with
                  Section 4 hereof; or

                                    (B)      in the event the outstanding shares
                  of Series A Preferred Stock receive a liquidating distribution
                  or distributions pursuant to Section 2(a)(i)(B) above, the
                  greater of (1) eight percent (8%) of any assets available for
                  distribution to shareholders and (2) the entire amount of such
                  assets available for distribution minus an amount equal to the
                  Series A Liquidation Preference.

                  (b)      Treatment of Reorganizations, Consolidations,
Mergers, Etc. In any merger or consolidation in which the Corporation is a
constituent party (except any such merger or consolidation involving the
Corporation in which the holders of capital stock of the corporation immediately
prior to such merger or consolidation continue to

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hold immediately following such merger or consolidation at least fifty percent
(50%) by voting power of the capital stock of (1) the surviving or resulting
corporation or (2) if the surviving or resulting corporation is a wholly-owned
subsidiary of another corporation immediately following such merger or
consolidation, the parent corporation of such resulting or surviving
corporation), the sale, conveyance, mortgage, pledge or lease of all or
substantially all of the assets of the Corporation or any transaction or series
of transactions requiring approval of the Board of Directors in which a majority
of the voting capital of the Corporation is transferred (except for a Qualified
Public Offering, as defined in Section 5(a) hereof):


                           (i)      the holders of shares of the Series A
         Preferred Stock then outstanding shall be entitled to be paid an amount
         of consideration for their shares of Series A Preferred Stock, in cash,
         securities or other property to be delivered in such transaction, equal
         to the greater of:


                                    (A)      the amount of any consideration
                  that the holders of the outstanding shares of Series A
                  Preferred Stock would be entitled to receive from the
                  Corporation in such transaction if such shares had been
                  converted into Common Stock immediately prior to such event in
                  accordance with Section 4 hereof; and


                                    (B)      the lesser of (1) ninety two
                  percent (92%) of any such consideration and (2) an amount
                  equal to the Original Issue Price per share (subject to
                  appropriate adjustment in the event of any stock dividend,
                  stock split, combination or other similar recapitalization
                  affecting the number of issued and outstanding shares of
                  Series A Preferred Stock), plus any accrued but unpaid
                  dividends on the Series A Preferred Stock, plus any additional
                  amount necessary to provide the holders of the outstanding
                  shares of the Series A Preferred Stock with an overall
                  internal rate of return, compounded annually, on the Original
                  Issue Price per share of fifteen percent (15%) per annum,
                  taking into account any dividends previously declared and paid
                  on the Series A Preferred Stock, calculated from the Original
                  Issue Date (the "Series A Transaction Amount"), and


                           (ii)     the holders of shares of the Common Stock
         then outstanding shall be entitled to be paid an amount of
         consideration for their shares, in cash, securities or other property
         to be delivered in such transaction, equal to:


                                    (A)      in the event the outstanding shares
                  of Series A Preferred Stock receive consideration pursuant to
                  Section 2(b)(i)(A)

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                  above, then the holders of the Common Stock shall be entitled
                  to share ratably with the holders of the outstanding shares of
                  Series A Preferred Stock in any such consideration, as if such
                  outstanding shares of Series A Preferred Stock had been
                  converted into Common Stock immediately prior to such
                  transaction in accordance with Section 4 hereof; or

                                    (B)      in the event the outstanding shares
                  of Series A Preferred Stock receive consideration pursuant to
                  Section 2(b)(i)(B) above, the greater of (1) eight percent
                  (8%) of such consideration and (2) the entire amount of such
                  consideration minus an amount equal to the Series A
                  Transaction Amount.

         3.       Voting.

                  (a)      Each holder of outstanding shares of Series A
Preferred Stock shall be entitled to the number of votes equal to the number of
whole shares of Common Stock into which the shares of Series A Preferred Stock
held by such holder are then convertible, as adjusted from time to time pursuant
to Section 4 hereof, at each meeting of shareholders of the Corporation, and
written actions of shareholders in lieu of meetings, with respect to any and all
matters presented to the shareholders of the Corporation for their action or
consideration. Except as provided by law or by the provisions establishing any
other series of Preferred Stock, the holders of the Series A Preferred Stock
shall vote together with the holders of Common Stock as a single class on any
actions to be taken by the shareholders of the Corporation.

                  (b)      So long as any shares of Series A Preferred Stock are
outstanding, the Corporation shall not amend, alter, repeal or eliminate,
through amendment of these Articles of Incorporation or this Certificate of
Designations or by merger or otherwise, the preferences, special rights or other
powers of the Series A Preferred Stock so as to affect adversely the Series A
Preferred Stock without the written consent or affirmative vote of the holders
of not less than seventy-five percent (75%) of the then outstanding shares of
Series A Preferred Stock, given in writing or by vote at a meeting, consenting
or voting, as the case may be, separately as a class. For this purpose, without
limiting the generality of the foregoing, the authorization or issuance of any
shares of capital stock with preference or priority over or on parity with the
Series A Preferred Stock as to the right to receive either dividends or amounts
distributable upon liquidation, dissolution or winding up of the Corporation
shall be deemed to affect adversely the Series A Preferred Stock.

         4.       Optional Conversion. The holders of the Series A Preferred
Stock shall have voluntary conversion rights (the "Conversion Rights") as
follows:

                  (a)      Right to Convert. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, and without the payment of additional consideration by the
holder thereof, into such number (the "Conversion Rate") of fully paid and
nonassessable shares of Common Stock as is determined by dividing (i) the
Original Issue Price of such share of Series A Preferred

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Stock by (ii) the Conversion Price, as defined below, in effect at the time of
conversion. In addition, upon the conversion of shares of Series A Preferred
Stock into shares of Common Stock pursuant to this Section 4(a) or into shares
of such other securities or property as is contemplated by the provisions of
this Section 4, the holder of each share of Series A Preferred Stock so
converted shall be entitled, before any other distributions are made to any
holders of the capital stock of the Corporation, to receive payment of any
accrued but unpaid dividends as to such converted share. The form of such
dividend payment shall be at the option of the Corporation and shall consist of
either (i) a cash payment equal to all accrued and unpaid dividends up to the
Conversion Date, as defined below or (ii) such number of shares of Common Stock
as is equal to the quotient of (A) the amount of all accrued and unpaid
dividends up to the Conversion Date divided by (B) the lesser of (y) the fair
market value of the Common Stock as determined by and in the good faith
discretion of the Board of Directors or (z) the Conversion Price in effect at
the time of conversion. The "Conversion Price" shall initially be the Original
Issue Price. The initial Conversion Price, and the rate at which shares of
Series A Preferred Stock may be converted into shares of Common Stock, shall be
subject to adjustment as provided below.

                  (b)      Fractional Shares. No fractional shares of Common
Stock or other securities shall be issued upon conversion of the Series A
Preferred Stock. In lieu of any fractional shares to which the holder would
otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the then effective Conversion Price.

                  (c)      Mechanics of Conversion.

                           (i)      In order for a holder of Series A Preferred
         Stock to convert shares of Series A Preferred Stock into shares of
         Common Stock, such holder shall surrender the certificate or
         certificates for such shares of Series A Preferred Stock, at the office
         of the transfer agent for the Series A Preferred Stock, or at the
         principal office of the Corporation if the Corporation serves as its
         own transfer agent, together with an irrevocable written notice that
         such holder elects to convert all or any number of the shares of Series
         A Preferred Stock represented by such certificate or certificates. Such
         notice shall state such holder's name or the names of the nominees in
         which such holder wishes the certificate or certificates for shares of
         Common Stock to be issued. If required by the Corporation, certificates
         surrendered for conversion shall be endorsed or accompanied by a
         written instrument or instruments of transfer, in form satisfactory to
         the Corporation, duly executed by the registered holder or his or its
         attorney duly authorized in writing. The date of receipt of such
         certificates and notice by the transfer agent, or by the Corporation if
         the Corporation serves as its own transfer agent, shall be the
         conversion date (the "Conversion Date"). The Corporation shall, as soon
         as practicable after the Conversion Date, issue and deliver at such
         office to such holder of Series A Preferred Stock, or to his or its
         nominees, a certificate or certificates for the number of shares of
         Common Stock or such other securities or property as is contemplated by
         the provisions of this Section 4 to which such holder shall be
         entitled, together with cash in lieu of any fraction of a

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         share as set forth in Section 4(b) and payment of any accrued and
         unpaid dividends up to the Conversion Date with respect to each share
         of Series A Preferred Stock so converted as provided by Section 4(a)
         above.

                           (ii)     The Corporation shall, at all times when the
         Series A Preferred Stock shall be outstanding, reserve and keep
         available out of its authorized but unissued shares, for the purpose of
         effecting the conversion of the Series A Preferred Stock, such number
         of its duly authorized shares of Common Stock as shall from time to
         time be sufficient to effect the conversion of all then outstanding
         Series A Preferred Stock. Before taking any action which would cause an
         adjustment reducing the Conversion Price below the then par value of
         the shares of Common Stock issuable upon conversion of the Series A
         Preferred Stock, the Corporation will take any corporate action which
         may, in the opinion of its counsel, be necessary in order that the
         Corporation may validly and legally issue fully paid and nonassessable
         shares of Common Stock, or of such other securities as is contemplated
         by the provisions of this Section 4, at such adjusted Conversion Price.

                           (iii)    Upon any conversion, no adjustment to the
         Conversion Price shall be made for any accrued but unpaid dividends on
         the Series A Preferred Stock surrendered for conversion or on the
         Common Stock or such other securities or property delivered upon
         conversion.

                           (iv)     All shares of Series A Preferred Stock which
         shall have been surrendered for conversion as herein provided shall no
         longer be deemed to be outstanding and all rights with respect to such
         shares, including the rights, if any, to receive notices and to vote,
         shall immediately cease and terminate on the Conversion Date, except
         only the right of the holders thereof to receive (A) shares of Common
         Stock or such other securities or property as is contemplated by the
         provisions of this Section 4 in exchange therefor, (B) cash in lieu of
         any fraction of a share as set forth in Section 4(b) and (C) payment of
         any dividends accrued but unpaid thereon as set forth in Section 4(a).
         Any shares of Series A Preferred Stock so converted shall be retired
         and cancelled and shall not be reissued, and the Corporation, without
         the need for shareholder action, may from time to time take such
         appropriate action as may be necessary to reduce the authorized number
         of shares of Series A Preferred Stock accordingly.

                           (v)      The Corporation shall pay any and all issue
         and other taxes that may be payable in respect of any issuance or
         delivery of shares of Common Stock or other securities or property upon
         conversion of shares of Series A Preferred Stock pursuant to this
         Section 4. The Corporation shall not, however, be required to pay any
         tax which may be payable in respect of any transfer involved in the
         issuance and delivery of shares of Common Stock or such other
         securities in a name other than that in which the shares of Series A
         Preferred Stock so converted were registered, and no such issuance or
         delivery shall be made unless and until the person or entity requesting
         such issuance has paid to the

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         Corporation the amount of any such tax or has established, to the
         satisfaction of the Corporation, that such tax has been paid.

                  (d)      Adjustment for Stock Splits and Combinations. If the
Corporation shall at any time or from time to time after Original Issue Date
effect a subdivision of the outstanding Common Stock, the Conversion Price then
in effect immediately before that subdivision shall be proportionately
decreased. If the Corporation shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock, the
Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this paragraph shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

                  (e)      Adjustment for Certain Dividends and Distributions.
In the event the Corporation at any time, or from time to time after the
Original Issue Date, shall make or issue a dividend or other distribution
payable in additional shares of Common Stock, then and in each such event the
Conversion Price then in effect immediately before such event shall be decreased
as of the time of such issuance by multiplying the Conversion Price then in
effect by a fraction:

                           (i)      the numerator of which shall be the total
         number of shares of Common Stock actually issued and outstanding
         immediately prior to the time of such issuance, and

                           (ii)     the denominator of which shall be the total
         number of shares of Common Stock actually issued and outstanding
         immediately prior to the time of such issuance plus the number of
         shares of Common Stock issuable in payment of such dividend or
         distribution to the holders of Common Stock; provided, however, that no
         such adjustment shall be made if the holders of Series A Preferred
         Stock simultaneously receive (i) a dividend or other distribution of
         shares of Common Stock in a number equal to the number of shares of
         Common Stock that they would have received if all outstanding shares of
         Series A Preferred Stock had been converted into Common Stock
         immediately prior to such event or (ii) a dividend or other
         distribution of shares of Series A Preferred Stock which are
         convertible, as of the date of such event, into such number of shares
         of Common Stock as is equal to the number of additional shares of
         Common Stock being issued with respect to each share of Common Stock in
         such dividend or distribution.

                  (f)      Adjustments for Other Dividends and Distributions. In
the event the Corporation at any time or from time to time after the Original
Issue Date shall make or issue a dividend or other distribution payable in
securities of the Corporation other than shares of Common Stock, then and in
each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of such securities of
the Corporation that they would have received had the Series A

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Preferred Stock been converted into Common Stock immediately prior to such event
and had they thereafter, during the period from the date of such event to and
including the Conversion Date or Mandatory Conversion Date, as applicable,
retained such securities receivable by them as aforesaid during such period,
giving application to all adjustments called for during such period under this
paragraph with respect to the rights of the holders of the Series A Preferred
Stock; provided, however, that no such adjustment shall be made if the holders
of Series A Preferred Stock simultaneously receive a dividend or other
distribution of such securities in an amount equal to the amount of such
securities as they would have received if all outstanding shares of Series A
Preferred Stock had been converted into Common Stock immediately prior to such
event.

                  (g)      Adjustment for Reclassification, Exchange, or
Substitution. If the Common Stock issuable upon the conversion of the Series A
Preferred Stock shall be changed into the same or a different number of shares
of any class or classes of shares, whether by capital reorganization,
reclassification, or otherwise, other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, or sale of assets provided for below, then and in each such event
the holder of each such share of Series A Preferred Stock shall have the right
thereafter to convert such share into the kind and amount of shares of stock and
other securities and property receivable, upon such reorganization,
reclassification, or other change, by holders of the number of shares of Common
Stock into which such share of Series A Preferred Stock could have been
converted immediately prior to such reorganization, reclassification, or change,
all subject to further adjustment as provided herein.

                  (h)      Adjustment for Merger or Reorganization, etc. In case
of any consolidation or merger of the Corporation with or into another
corporation or the sale of all or substantially all of the assets of the
Corporation to another corporation, other than a consolidation, merger or sale
in which consideration is distributed in accordance with Subsection 2(b), each
share of Series A Preferred Stock shall thereafter be convertible, or shall be
converted into a security which shall be convertible, into the kind and amount
of shares of stock or other securities or property to which a holder of the
number of shares of Common Stock of the Corporation deliverable upon conversion
of such share of Series A Preferred Stock immediately prior to such event would
have been entitled upon such consolidation, merger or sale; and, in such case,
appropriate adjustment, as determined in good faith by the Board of Directors,
shall be made in the application of the provisions in this Section 4 set forth
with respect to the rights and interest thereafter of the holders of Series A
Preferred Stock to the end that the provisions set forth in this Section 4,
including provisions with respect to changes in and other adjustments of the
Conversion Price, shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter deliverable
upon the conversion of the Series A Preferred Stock.

                  (i)      No Impairment. The Corporation will not, by amendment
of its Articles of Incorporation, or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed

<PAGE>

under this Section 4 by the Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 4 and in the
taking of all such action as may be necessary or appropriate in order to protect
the Conversion Rights of the holders of the Series A Preferred Stock against
impairment.

                  (j)      Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment of the Conversion Price pursuant to this Section
4, the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series A Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, (iii) the number of
shares of Common Stock and the amount, if any, of other securities or property
which then would be received upon the conversion of Series A Preferred Stock and
(iv) the amount of any accrued and unpaid dividends payable to holders of Series
A Preferred Stock.

                  (k)      Notice of Record Date. In the event:

                           (i)      that the Corporation declares a dividend, or
         any other distribution, on its Common Stock payable in Common Stock or
         other securities of the Corporation;

                           (ii)     that the Corporation subdivides or combines
         its outstanding shares of Common Stock;

                           (iii)    of any reclassification of the Common Stock
         of the Corporation, other than a subdivision or combination of its
         outstanding shares of Common Stock or a stock dividend or stock
         distribution thereon, or of any consolidation or merger of the
         Corporation into or with another corporation, or of the sale of all or
         substantially all of the assets of the Corporation, or of the transfer
         of a majority of the voting capital of the Corporation, other than a
         Qualified Public Offering, as defined in Section 5(a); or

                           (iv)     of the involuntary or voluntary dissolution,
         liquidation or winding up of the Corporation;

                  then the Corporation shall use reasonable efforts to cause to
         be filed at its principal office or at the office of the transfer agent
         of the Series A Preferred Stock, and shall cause to be mailed to the
         holders of the Series A Preferred Stock at their last addresses as
         shown on the records of the Corporation or such transfer agent, at
         least ten days prior to the date specified in (A) below or twenty days
         before the date specified in (B) below, a notice stating

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                           (A)      the record date of such dividend,
                  distribution, subdivision or combination, or, if a record is
                  not to be taken, the date as of which the holders of Common
                  Stock of record to be entitled to such dividend, distribution,
                  subdivision or combination are to be determined; or

                           (B)      the date on which such reclassification,
                  consolidation, merger, sale, dissolution, liquidation or
                  winding up is expected to become effective, and the date as of
                  which it is expected that holders of Common Stock of record
                  shall be entitled to exchange their shares of Common Stock for
                  securities or other property deliverable upon such
                  reclassification, consolidation, merger, sale, dissolution or
                  winding up; provided, however, that the failure of the
                  Corporation to provide any notice required under this Section
                  4(k) after using reasonable efforts shall not be deemed a
                  default, breach or violation of this Section 4(k).

         5.       Mandatory Conversion.

                  (a)      Upon (i) the closing of the sale of shares of Common
Stock, at a price to the public of at least $6.25 per share, subject to
appropriate adjustment for stock splits, stock dividends, combinations and other
similar recapitalizations affecting such shares of Common Stock after the
initial issuance of such shares of Series A Preferred Stock, in a firm
underwritten public offering (a "Qualified Public Offering") pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
resulting in at least $25,000,000 of proceeds, after deducting underwriter
discounts and commissions, to the Corporation, (ii) a vote of the holders of at
least 66 2/3% of the Series A Preferred Stock to the effect that all such shares
of Series A Preferred Stock shall be converted into shares of Common Stock, or
(iii) the close of trading on the first date on which the Common Stock has
traded at a price per share of at least $10.00, subject to appropriate
adjustment for stock splits, stock dividends, combinations and other similar
recapitalizations affecting such shares of Common Stock, on at least 100 of the
previous 120 consecutive trading days (each, a "Mandatory Conversion Date"), (x)
all outstanding shares of Series A Preferred Stock shall automatically be
converted into shares of Common Stock, at the then effective Conversion Rate,
(y) except in the case of a Qualified Public Offering, all accrued and unpaid
dividends on shares of Series A Preferred Stock shall be paid, at the option of
the Corporation, in either cash or Common Stock as described below in Section
5(b), and (z) the number of authorized shares of Preferred Stock shall be
automatically reduced by the number of shares of Preferred Stock that had been
designated as Series A Preferred Stock; provided, however, that no event or date
described in (i), (ii) or (iii) herein shall constitute a Mandatory Conversion
Date until the later of (A) a registration statement pursuant to which the
holders of the Series A Preferred Stock may sell any and all shares of Common
Stock issuable on conversion of the Series A Preferred Stock has been declared
effective by the U.S. Securities and Exchange Commission, and (B) [November 15],
2003.

                  (b)      The holders of record of shares of Series A Preferred
Stock shall be given written notice of the Mandatory Conversion Date and the
place designated for

<PAGE>

mandatory conversion of all such shares of Series A Preferred Stock pursuant to
this Section 5. Such notice need not be given in advance of the occurrence of
the Mandatory Conversion Date. Such notice shall be sent by first class or
registered mail, postage prepaid, to each record holder of Series A Preferred
Stock at such holder's address last shown on the records of the transfer agent
for the Series A Preferred Stock, or the records of the Corporation, if it
serves as its own transfer agent. Upon receipt of such notice, each holder of
shares of Series A Preferred Stock shall surrender his or its certificate or
certificates for all such shares to the Corporation at the place designated in
such notice, and shall thereafter receive certificates for the number of shares
of Common Stock to which such holder is entitled pursuant to this Section 5,
cash in lieu of any fraction of a share as described in Section 4(b), and,
except in the case of a Qualified Public Offering, payment of any accrued but
unpaid dividends up to the Mandatory Conversion Date. The form of any such
dividend payment shall, at the option of the Corporation, consist of either (i)
a cash payment equal to all accrued and unpaid dividends up to the Mandatory
Conversion Date or (ii) such number of shares of Common Stock as is equal to the
quotient of (A) the amount of all accrued and unpaid dividends up to the
Mandatory Conversion Date divided by (B) the lesser of (y) the fair market value
of the Common Stock as determined by and in the good faith discretion of the
Board of Directors or (z) the Conversion Price in effect at the time of
conversion. On the Mandatory Conversion Date, all rights with respect to the
Series A Preferred Stock so converted, including the rights, if any, to receive
notices and vote, other than as a holder of Common Stock, will terminate, except
only the rights of the holders thereof, upon surrender of their certificate or
certificates therefor, to receive (i) certificates for the number of shares of
Common Stock into which such Series A Preferred Stock has been converted, (ii)
cash in lieu of any fraction of a share, and (iii) payment of any accrued but
unpaid dividends on the Series A Preferred Stock. If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or by
his or its attorney duly authorized in writing. As soon as practicable after the
Mandatory Conversion Date and the surrender of the certificate or certificates
for Series A Preferred Stock, the Corporation shall cause to be issued and
delivered to such holder, or on his or its written order, (i) a certificate or
certificates for the number of full shares of Common Stock issuable on such
conversion in accordance with the provisions hereof, (ii) cash as provided in
Subsection 4(b) in respect of any fraction of a share of Common Stock otherwise
issuable upon such conversion and (iii) payment of any accrued but unpaid
dividends thereon.

                  (c)      All certificates evidencing shares of Series A
Preferred Stock which are required to be surrendered for conversion in
accordance with the provisions hereof shall, from and after the Mandatory
Conversion Date, be deemed to have been retired and cancelled and the shares of
Series A Preferred Stock represented thereby converted into Common Stock for all
purposes, notwithstanding the failure of the holder or holders thereof to
surrender such certificates on or prior to such date. Such converted Series A
Preferred Stock may not be reissued, and the Corporation may thereafter take

<PAGE>

such appropriate action, (without the need for stockholder action, as may be
necessary to reduce the authorized number of shares of Series A Preferred Stock
accordingly.


                  6.       Redemption. The Series A Preferred Stock shall not be
         redeemable.

                  7.       Waiver. Any of the rights of the holders of Series A
         Preferred Stock set forth herein may be waived by the affirmative vote
         or written consent of the holders of at least seventy-five percent
         (75%) of the shares of Series A Preferred Stock then outstanding.

                  8.       Other Rights. The shares of Series A Preferred Stock
         shall not have any voting powers, preferences or relative,
         participating, optional or other special rights, or qualifications,
         limitations or restrictions thereof, other than as set forth herein or
         in the Articles of Incorporation of the Corporation or as required by
         Georgia law after giving effect to any limitations included herein or
         in the Articles of Incorporation that are permitted by such law.

         3.       These Articles of Amendment were adopted by the Board of
Directors of the Corporation on August 30, 2002.

         4.       On November 15, 2002, the shareholders of the Corporation duly
approved these Articles of Amendment in accordance with the provisions of
Section 14-2-1003 of the Georgia Business Corporation Code.

                                          SynQuest, Inc.

                                          By:     /s/ John Bartels
                                                -------------------------------

                                          Name:   John Bartels
                                                -------------------------------

                                          Title:  EVP
                                                -------------------------------