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                                                                     Exhbit 10.8


                      FIRST LOAN MODIFICATION AGREEMENT



      This First Loan Modification Agreement is entered into as of April 15,
1999, by and between SYNCHRONICITY, INC., a Massachusetts corporation with its
principal place of business at 201 Forest Street, Marlborough, Massachusetts
01752 (the "Borrower') and SILICON VALLEY BANK, a California chartered bank
("Bank"), with Ks principal place of business at 3003 Tasman Drive, Santa Clara,
CA 95054 and with a loan production office at Wellesley Office Park, 40 William
Street Suits 350, Wellesley, MA 02481, doing business under the name "Silicon
Valley East'.

1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan
arrangement dated as of February 20, 1998, evidenced by, among other documents,
a certain Loan and Security Agreement dated as of February 20,1998 Borrower and
Bank (the "Loan Agreement'). The Loan Agreement established in favor of the
Borrower (i) a working capital line of credit in the maximum principal amount of
Nine Hundred Thousand Dollars ($900,000.00) (the "Committed Revolving Line"),
and (ii) an equipment line of credit in the maximum principal amount of Three
Hundred Fifty Thousand Dollars ($350,000.00) (the "I 998 Committed Equipment
Line"). Capitalized terms used but not se defined herein shall have the same
meaning as in the Loan Agreement

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness".

2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank the "Security Documents").

Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Indebtedness shall be referred to as the "Existing
Loan Documents".

3.    DESCRIPTION OF CHANGE IN TERMS.

      A.    Modification(s) to Loan Agreement.

            1.    The Loan Agreement shall be amended by deleting the following
                  definition appearing in Section 1.1 thereof:

                        "Committed Revolving Line" means a credit extension
                        of up to Nine Hundred Thousand Dollars ($900,000.00)."

                  and inserting in lieu thereof the following:

                        "Committed Revolving Line" means a credit extension of
                        up to One Million Five Hundred Thousand Dollars
                        ($1,500,000.00). Notwithstanding the foregoing, the
                        availability of Advances under

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                                      -2-


                        the Committed Revolving Line shall be subject to the
                        receipt by the Bank of satisfactory results, in the sole
                        and absolute discretion of the Bank, of the Initial
                        Audit of Borrowers Accounts pursuant to Section 6.3
                        hereof. If the results of the Initial Audit are not
                        satisfactory to the Bank for any reason, the Bank may,
                        at its discretion, reduce ft amount of the Committed
                        Revolving Line, or not make any Advances hereunder,
                        except pursuant to terms satisfactory to the Bank."

            2.    All references to "Committed Equipment Line" in the Loan
                  Agreement shall mean and refer to the "1998 Committed
                  Equipment Line".

            3.    The Loan Agreement shall be amended by deleting the following
                  text appearing as paragraph (c) in the definition of "Eligible
                  Accounts" in Section 1.1 thereof

                        "(c) Accounts with respect to an account debtor,
                        including Affiliates, whose total obligations to
                        Borrower exceed twenty-five percent (25%) of all
                        Accounts to the extent such obligations exceed the
                        aforementioned percentage, except as approved in writing
                        by Bank;"

                  and inserting in lieu thereof the following:

                        "(c) Accounts with respect to an account debtor,
                        including Affiliates, whose total obligations to
                        Borrower exceed thirty-five percent (35%) of all
                        Accounts to the extent such obligations exceed the
                        aforementioned percentage, except as approved in writing
                        by Bank;"

            4.    The Loan Agreement shall be amended by deleting the following
                  definition appearing in Section 1.1 thereof.

                        "Equipment Advance" has the meaning set forth in
                        Section 2.1.2."

                  and inserting in lieu thereof the following:

                        "Equipment Advance" or "Equipment Advances" shall mean
                        any advance made hereunder pursuant to Section 2.1.2 or
                        Section 2.1.3 hereof."

            5.    The Loan Agreement shall be amended by deleting the following
                  definition appearing in Section 1.1 thereof

                        "Maturity Data" means, as applicable, the Revolving
                        Maturity Date or the Equipment Maturity Date."


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                                      -3-


                  and inserting in lieu thereof the following:

                        "Maturity Date" means, as applicable, (i) the Revolving
                        Maturity Date with respect to Advances pursuant to
                        Section 2.1.1; (ii) the Equipment Maturity Date for
                        Equipment Advances pursuant to Section 2.1.2; and (iii)
                        the 1999 Equipment Maturity Date for Equipment Advances
                        pursuant to Section 2.1.3."

            6.    The Loan Agreement shall be amended by inserting the following
                  definitions immediately after the definition of "Negotiable
                  Collateral" appearing in Section 1.1 thereof:

                        "1999 Committed Equipment Line" means a credit extension
                        of up to Five Hundred Thousand Dollars ($500,000.00).

                        "1999 Equipment Availability End Date" has the
                        meaning set forth in Section  2.1.3.

                        "1999 Equipment Maturity Date" means that date which is
                        thirty-six (36) months from the 1999 Equipment
                        Availability End Date."

            7.    The Loan Agreement shall be amended by deleting em following
                  definition appearing in Section 1.1 thereof:

                        "Revolving Maturity Date" means the date which is one
                        (1) year from the Closing Date."

                  and inserting in lieu thereof the following:

                        "Revolving Maturity Date' means February 19, 2000."

            8.    Section 2.1.2 of the Loan Agreement shall be retitled as "1998
                  Equipment Advances".

            9.    There are no outstanding Equipment Advances under the 1998
                  Committed Equipment Line. No additional Equipment Advances
                  shall be made to Borrower under Section 2.1.2.

            10.   The Loan Agreement shall be amended by inserting after Section
                  2.1.2 thereof the Following new section entitled "1999
                  Equipment Advances":

                         "2.1.3 1999 Equipment Advances.

                        (a) Subject to and upon the terms and Conditions of this
                        Agreement at any time through _____________________,
                        2000 (the "1999 Equipment Availability End Date"), Bank
                        agrees to make Equipment Advances (each an "Equipment
                        Advance" and

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                                      -4-


                        collectively, the "Equipment Advance") to Borrower under
                        this Section 2.1.3 in an aggregate outstanding amount
                        not to exceed the 1999 Committed Equipment Line. To
                        evidence the Equipment Advances, Borrower shall deliver
                        to Bank, at the time of each Equipment Advance request
                        an invoice for the equipment purchased. The Equipment
                        Advances under this Section 2.1.3 shall be used only to
                        purchase Equipment and shall not exceed One Hundred
                        Percent (100%) of the invoice amount of such equipment
                        approved from time to time by Bank, excluding taxes,
                        shipping, warranty charges, freight discounts and
                        installation expense. Software may only constitute up to
                        Two Hundred Fifty Thousand Dollars ($250,000.00) of
                        aggregate Equipment Advances under this Section 2.1.3.

                        (b) Interest shall accrue from the date of each
                        Equipment Advance made pursuant to this Section 2.1.3 at
                        a per annum rate equal to the aggregate of the Prime
                        Rate, plus One Half of One percent (0.50%), and shall be
                        payable monthly on the Payment Date of each month
                        through the month in which the 1999 Equipment
                        Availability End Date falls. Any Equipment Advances made
                        pursuant to this Section 2.1.3 that are outstanding on
                        the 1999 Equipment Availability End Date will be payable
                        in thirty-six (36) equal monthly installments of
                        principal, plus all accrued interest beginning on the
                        Payment Date of each month following the 1999 Equipment
                        Availability End Date and ending on the 1999 Equipment
                        Maturity Date. Equipment Advances, once repaid, may not
                        be reborrowed.

                        (c) When Borrower desires to obtain an Equipment
                        Advance, Borrower shall notify Bank (which notice shall
                        be irrevocable) by facsimile transmission to be received
                        no later than 3:00 p.m. Eastern time one (1) Business
                        Day before the day on which the Equipment Advance is to
                        be made. Such notice shall be substantially in the form
                        of Exhibit B. The notice shall be signed by a
                        Responsible Officer or its designee and include a copy
                        of the invoice for the Equipment to be financed."

            11.   The Loan Agreement shall be amended by deleting the following
                  text appearing in the first paragraph of Section 6.3 thereof
                  entitled "Financial Statements, Reports, Certificates":

                        "(b) as soon as available, but in any event within
                        ninety (90) days after the end of Borrower's fiscal
                        year, audited consolidated financial statements of
                        Borrower prepared in accordance with GAAP, consistently
                        applied, together with an unqualified opinion

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                                      -5-


                        on such financial statements of an independent certified
                        public accounting firm reasonably acceptable to Bank;"

                  and inserting in lieu thereof the following:

                        "(b) as soon as available, but in any event within one
                        hundred twenty (120) days after the end of Borrower's
                        fiscal year, audited consolidated financial statements
                        of Borrower prepared in accordance with GAAP,
                        consistently applied, together with an unqualified
                        opinion on such financial statements of an independent
                        certified public accounting firm reasonably acceptable
                        to Bank;"

            12.   The Loan Agreement shall be amended by deleting the following
                  text appearing as the second paragraph of Section 6.3 thereof:

                        "Within twenty five (25) days after the last day of each
                        month (or portion thereof) during which there are any
                        Advances outstanding under the Committed Revolving Line,
                        Borrower shall deliver to Bank a Borrowing Base
                        Certificate signed by a Responsible Officer in
                        substantially the form of Exhibit C hereto, together
                        with aged listings of accounts receivable provided
                        however that the Borrowing Base Certificate shall be
                        delivered only in the event that the Borrower has
                        requested Advances under the Committed Revolving Line."

                  and inserting in lieu thereof the following:

                        "Within in twenty-five (25) days after the last day of
                        each month with respect to which either (i) Obligations
                        under the Committed Revolving Line are outstanding, or
                        (ii) Advances were made, Borrower shall deliver to Bank
                        a Borrowing Base Certificate signed by a Responsible
                        Officer in substantially the form of Exhibit C hereto,
                        together with aged listings of accounts receivable (by
                        invoice date)."

            13.   The Loan Agreement shall be amended by deleting the following
                  text appearing as the fourth paragraph of Section 6.3 thereof:

                        "Bank shall have a right from time to time hereafter to
                        audit Borrowers Accounts at Borrowers expense, provided
                        that such audits will be conducted no more often than
                        once every twelve (12) months unless an Event of Default
                        has occurred and is continuing with the first such audit
                        to take place within one hundred eighty (1 80) days of
                        the Closing Date."

                  and inserting in lieu thereof the following:


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                                      -6-


                        "Bank shall have a right from time to time hereafter to
                        audit Borrower's Accounts at Borrower's expense,
                        provided that such audits will be conducted: (a) no more
                        often than every twelve (12) months, and (b) only when
                        either (i) Obligations under the Committed Revolving
                        Line are outstanding or (ii) Advances were made during
                        the preceding twelve (12) month period. Notwithstanding
                        the foregoing, the Bank shall have the right to audit
                        Borrower's Accounts at Borrower's expense at any time
                        after the occurrence of an Event of Default. The initial
                        Advance under the Committed Revolving Line shall be
                        subject to satisfactory results, in the sole discretion
                        of Bank, of an initial audit (the "Initial Audit") of
                        Borrower's Accounts."

            14.   The Loan Agreement shall be amended by deleting the following
                  text appearing as Sections 6.7, 6.8, 6.9 and 6.10 thereof.

                        "6.7  Principal Depository.  Borrower shall maintain
                        its principal depository and operating accounts with
                        Bank.

                        6.8 Quick Ratio. Borrower shall maintain, as of the last
                        day of each calendar month, a ratio of Quick Assets to
                        Current Liabilities of at least 1.50 to 1.0.

                        6.9 Liquidity Ratio/Debt Service Coverage. Borrower
                        shall maintain, as of the last day of each calendar
                        month either (1) a Liquidity Ratio of at least 1.50 to
                        1.0 or (ii) a Debt Service Coverage Ratio of 1.25 to 1.0
                        (measured for the preceding calendar quarter).

                        6.10 Tangible Net Worth. Borrower shall maintain, as of
                        the last day of each calendar month, a Tangible Net
                        Worth of not less than One Million Five Hundred Thousand
                        Dollars ($1,500,000.00)."

                  and inserting in lieu thereof the following:

                        "6.7 Principal Depository. Borrower shall maintain its
                        principal depository and operating accounts with Bank,
                        which shall include, limitation, a demand deposit
                        account or money market account with the Bank in the
                        minimum aggregate amount at all time, of Two Hundred
                        Fifty Thousand Dollars ($250,000.00).

                        6.8 Quick Ratio. Borrower shall maintain, as of the last
                        day of each calendar month, a ratio of Quick Assets to
                        Current Liabilities of at least 1.50 to 1.0.

                        6.9 Liquidity Ratio/Debt Service Coverage. Borrower
                        shall maintain, as of the last day of each calendar
                        month either (i) a

<PAGE>   7
                                      -7-


                        Liquidity Ratio of at least 1.50 to 1.0 or (ii) a Debt
                        Service Coverage Ratio of at least 1.25 to 1.0 (measured
                        for the preceding calendar quarter).

                        6.10 Tangible Net Worth. Borrower shall maintain: (i) as
                        of the last day of each quarter, a Tangible Net Worth of
                        not less than Three Million Dollars ($3,000,000.00), and
                        (ii) on a monthly basis, as of the last day of all
                        months which are not the last month of a quarter, a
                        Tangible Net Worth of not less than Two Million Five
                        Hundred Thousand Dollars ($2,500,000.00)."

            15.   The Borrower hereby ratifies, confirms and reaffirms, all and
                  singular, the terms and conditions of a certain Negative
                  Pledge Agreement dated as of February 20, 1998 between
                  Borrower and Bank, and acknowledges, confirms and agrees that
                  said Negative Pledge Agreement shall remain in full force and
                  effect.

            16.   The Borrowing Base Certificate appearing as Exhibit C to the
                  Loan Agreement is hereby replaced with the Compliance
                  Certificate attached as Exhibit A hereto.

            17.   The Compliance Certificate appearing as Exhibit D to the Loan
                  Agreement is hereby replaced with the Compliance Certificate
                  attached as Exhibit B hereto.

4. FEE. Borrower shall pay to Bank a modification fee equal to Two Thousand Five
Hundred Dollars ($2,500.00), which fee shall be due on the date hereof and shall
be deemed fully earned as of the date hereof. The Borrower shall also reimburse
Bank for all legal fees and expenses incurred in connection with this amendment
to the Existing Loan Documents.

5. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
limitation, the Indebtedness.

6. NO DEFENSES OF BORROWER. Borrower agrees that, as of this date, it has no
defenses against the obligations to pay any amounts under the Indebtedness.

7. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Indebtedness, Bank is relying upon Borrowers representations,
warranties, and agreements, as set forth in the Documents. Except as expressly
modified pursuant to this Loan Modification Agreement, the terms of the Existing
Loan Documents remain unchanged and in full force and effect. Bank's agreement
to mod s to the existing Indebtedness pursuant to this Loan Mod Agreement in no
way shall obligate Bank to make any future modifications to the Indebtedness.
Nothing in this Loan Modification Agreement shall constitute a satisfaction of
the Indebtedness. It is the intention of Bank and Borrower to retain as liable
parties all makers of

<PAGE>   8
                                      -8-


Existing Loan Documents, unless the party is expressly released by Bank in
writing. No maker will be released by virtue of this Loan Modification
Agreement.

8. JURISDICTION/VENUE. Borrower accepts for itself and in connection with its
properties, unconditionally, the non-exclusive jurisdiction of any state or
federal court of competent 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 Loan Modification Agreement provided, however, that if for any
reason Bank cannot avail itself of the courts of the Commonwealth of
Massachusetts, then venue shall lie in Santa Clara County, California.

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

      This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                                 BANK:

SYNCHRONICITY, INC.                       SILICON VALLEY BANK doing business
                                          a as SILICON VALLEY EAST


By: /s/ Eugene Connolly                   By: ________________________________
    __________________________________

Name: ________________________________    Name: ______________________________

Title: _______________________________    Title:______________________________



                                          SILICON VALLEY BANK


                                          By: ________________________________

                                          Name: ______________________________

                                         Title:_______________________________
                                                (signed in Santa Clara
                                                  County, California)




<PAGE>   9



CORPORATE RESOLUTIONS FOR
AMENDING LOAN ARRANGEMENT



________________________, being the Clerk of SYNCHRONICITY, INC., a corporation
duly organized, validly existing, and in good standing under the laws of the
Commonwealth of Massachusetts, CERTIFIES that the following resolutions were
adopted

CHECK  / /  at a duly called and conducted meeting of the Directors of said
            corporation held on ________________________ at which a quorum was
            present and voting throughout.

       / /  by the unanimous consent of the Directors of said corporation, the
            originals of which consents having been placed with the records of
            meetings of Directors of said corporation,

and are in conformity with the Articles of incorporation and By-Laws of said
corporation (each as amended to date) and that each of the following resolutions
presently is in full force and effect without change:

AMENDMENT OF LOAN ARRANGEMENT

RESOLVED,   That this corporation amend its loan arrangements) with Silicon
            Valley Bank (hereinafter, with any successor, the "Bank") in such
            manner as has been or is hereafter discussed and negotiated by and
            between the Bank on the one hand and any of the following, acting on
            behalf of this corporation, on the other:

Insert title, only, if
Persons to act on behalf of
corporation have titles.
otherwise, insert names.

In connection with the foregoing, each of said officers and/or persons, acting
as described above, is authorized to execute, seal, acknowledge, and deliver in
the name of and on behalf of this corporation such instruments, documents, and
papers which relate thereto as may be appropriate, each in such form and upon
such terms as the officer(s) and/or person(s) so authorized determines, such
execution and delivery to be conclusive of such officer'(s) and/or person' (s)
authority so to act in the name of and on behalf of this corporation.

DELEGATION OF AUTHORITY

RESOLVED,   That any one of the officers and/or persons authorized by the
            foregoing Resolution, acting singly, may by written instrument
            furnished the Bank delegate to any other officer or person the
            same authority which is vested singly and individually by said
            Resolution in the person(s) or officer(s) so delegating
            authority, which written delegation shall be in such form as may
            be requested by


<PAGE>   10



            the Bank and may be subject to such restrictions and limitations as
            may be indicated thereon.

CONTINUATION OF AUTHORITY

RESOLVED,   That all resolutions and delegations relative to the authority of
            any officer or person to act on behalf of this corporation shall
            remain in full force and effect until the Bank's receipt of
            written notice of the revocation or modification of such
            authority from the person signing below as the Clerk of this
            corporation or from that person whom the Bank reasonably believes
            to be authorized to act in this regard on behalf of this
            corporation.

RATIFICATION OF PRIOR TRANSACTIONS

RESOLVED,   That all action heretofore taken on behalf of this corporation
            and all instruments, documents, and papers heretofore executed in
            the name of and on behalf of this corporation concerning this
            corporation's relationship with the Bank be, and they hereby are,
            approved, adopted, and ratified.  This corporation shall
            indemnify, defend, and hold the Bank harmless of and from any
            loss, liability, or damage the Bank may suffer or incur on
            account of this corporation's relationship with the Bank.

REVOCATION OF INCONSISTENT RESOLUTIONS

RESOLVED,   That any and all resolutions of this corporation which may be in
            conflict with any of the foregoing resolutions be, and they hereby
            are, revoked.

RESOLVED,   That the resolutions of this corporation's Directors concerning
            this corporation's relationship with and borrowing from Silicon
            Valley Bank (the "Bank"), with offices at 40 William Street,
            Suite 350, Wellesley, Massachusetts 02481, pursuant to which,
            among other things, this corporation may be granting the Bank a
            security interest or other collateral in and to, and/or
            mortgaging, all or any portion of the assets of this corporation,
            be, and said resolutions are hereby approved, adopted, and
            incorporated herein by reference.

                     PERSONS PRESENTLY AUTHORIZED TO ACT

I further certify that the following persons presently are authorized under the
preceding Resolutions to act:
<PAGE>   11

<TABLE>
<CAPTION>
Name                                              Title
<S>                                               <C>
_____________________________                     _____________________________

_____________________________                     _____________________________

_____________________________                     _____________________________

_____________________________                     _____________________________
</TABLE>


      IN WITNESS WHEREOF, I have set my hand and the seal of this corporation on
this _____ day of __________________, 2000.



(Corporate Seal)                          _________________________________
                                          Clerk

                                          Print Name: _______________________



      If the foregoing Resolutions confer authority upon the Clerk, this
Certificate should be confirmed by another officer of the corporation.

                                    CONFIRMED: ___________________________

                                    Print Name: _____________________________

                                    Title: ___________________________________