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                                                                   Exhibit 10.10

                            NEGATIVE PLEDGE AGREEMENT


      This Negative Pledge Agreement is made as of February 20, 1998, by and
between SYNCHRONICITY, INC., a Massachusetts corporation with a chief executive
office located at 201 Forest Street, Marlborough, Massachusetts 01752
("Borrower") and SILICON VALLEY BANK, a California-chartered bank, with its
principal place of business at 3003 Tasman Drive, Santa Clara, California 95054
and with a loan production office located at Wellesley Office Park, 40 William
Street, Suite 350, Wellesley, Massachusetts 02181, doing business under the name
"Silicon Valley East" ("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.    Except for the granting of licenses by borrower in the ordinary course of
      business, Borrower shall not sell, transfer, assign, mortgage, pledge,
      lease, grant a security interest in, or encumber any of Borrower's
      Intellectual Property (as defined below):

2.    It shall be an event of default under the Loan Documents between Borrower
      and Bank if there is a breach of any term of this Negative Pledge
      Agreement.

3.    As used herein,

      (a) "Intellectual Property" means:

            (i)   Any and all Copyright rights, Copyright applications,
                  copyright registrations and like protections in each work or
                  authorship and derivative work thereof, whether published or
                  unpublished and whether or not the same also constitutes a
                  trade secret, now or hereafter existing, created, acquired or
                  held;

            (ii)  Any and all trade secrets, and any and all intellectual
                  property rights in computer software and computer software
                  products now or hereafter existing, created, acquired or held;

            (iii) Any and all design rights which may be available to Borrower
                  now or hereafter existing, created, acquired or held;

            (iv)  All Mask Works or similar rights available for the protection
                  of semiconductor chips;

            (v)   All Patents, Patent applications and like protections
                  including, without limitation, improvements, divisions,
                  continuations, renewals, reissues, extensions and
                  continuations-in-part of the same, including without
                  limitation the Patents and Patent applications;
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            (vi)  Any Trademark and servicemark rights, whether registered or
                  not, applications to register and registrations of the same
                  and like protections, and the entire goodwill of the business
                  of Borrower connected with and symbolized by such Trademarks;

            (vii) Any and all claims for damages by way of past, present and
                  future infringements of any of the rights included above, with
                  the right, but not the obligation, to sue for and collect such
                  damages for said use or infringement of the intellectual
                  property rights identified above;

            (viii) All licenses or other rights to use any of the Copyrights,
                  Patents, Trademarks, or Mask Works and all license fees and
                  royalties arising from such use to the extent permitted by
                  such license or rights; and

            (ix)  All amendments, extensions, renewals and extensions of any of
                  the Copyrights, Trademarks, Patents, or Mask Works; and

            (x)   All proceeds and products of the foregoing, including without
                  limitation all payments under insurance or any indemnity or
                  warranty payable in respect of any of the foregoing.

      (b)   "Copyrights" means any and all copyright rights, copyright
            applications, copyright registrations and like protections in each
            work or authorship and derivative work thereof, whether published or
            unpublished and whether or not the same also constitutes a trade
            secret, now or hereafter existing, created, acquired or held;

      (c)   "Mask Works" means all mask work or similar rights available for the
            protection of semiconductor chips, now owned or hereafter acquired;

      (d)   "Patents" means all patents, patent applications and like
            protections including without limitation improvements, divisions,
            continuations, renewals, reissues, extension and
            continuations-in-part of the same;

      (e)   "Trademarks" means any trademark and servicemark rights, whether
            registered or not, applications to register and registrations of the
            same and like protections, and the entire goodwill of the business
            of Borrower connected with and symbolized by such trademarks.

4.    Capitalized terms used but not otherwise defined herein shall have the
      same meaning as in the Loan Documents.

5.    The laws of the Commonwealth of Massachusetts shall apply to this
      Agreement. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
      PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE
      OR FEDERAL COURT OF COMPETENT
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      JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT, OR
      PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF
      THIS AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON BANK CANNOT
      AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, BORROWER
      ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA CLARA COUNTY,
      CALIFORNIA.

6.    This Agreement shall become effective only when it shall have been
      executed by Borrower and Bank (provided, however, in no event shall this
      Agreement become effective until signed by an officer of Bank in
      California).

                                    BORROWER:

                                    SYNCHRONICITY, INC.


                                    By:     /s/ Eugene Connolly
                                       --------------------------------------
                                    Name:
                                         ------------------------------------
                                    Title:
                                          -----------------------------------

                                    BANK:

                                    SILICON VALLEY BANK d/b/a SILICON VALLEY
                                      EAST


                                    By:     /s/ Carolyn Macedo
                                       --------------------------------------
                                    Name:
                                         ------------------------------------
                                    Title:
                                          -----------------------------------



                                    SILICON VALLEY BANK

                                    By:     /s/ Michelle Giannini
                                       --------------------------------------
                                    Name:
                                         ------------------------------------
                                    Title:
                                          -----------------------------------
                                          (Signed in Santa Clara, California)