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                                                               EXHIBIT 10.37

                                VIEWLOCITY, INC.
                           2000 STOCK INCENTIVE PLAN

                                   SECTION 1.
                                    PURPOSE

         The purpose of this Plan is to promote the interests of the Company
by providing the opportunity to purchase Shares or to receive compensation
which is based upon appreciation in the value of Shares to Employees and Key
Persons in order to attract and retain Employees and Key Persons by providing
an incentive to work to increase the value of Shares and a stake in the
future of the Company which corresponds to the stake of each of the Company's
shareholders. The Plan provides for the grant of Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock Awards and Stock Appreciation
Rights to aid the Company in obtaining these goals.

                                   SECTION 2.
                                  DEFINITIONS

         Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall
include the singular, and reference to one gender shall include the other
gender.

         2.1      BOARD means the Board of Directors of the Company.

         2.2      CAUSE shall mean an act or acts by an employee involving
(a) the use for profit or disclosure to unauthorized persons of confidential
information or trade secrets of the Company, (b) the breach of any contract
with the Company, (c) the violation of any fiduciary obligation to the
Company, (d) the unlawful trading in the securities of the Company or of
another corporation based on information gained as a result of the
performance of services for the Company, (e) a felony conviction or the
failure to contest prosecution of a felony, or (f) willful misconduct,
dishonesty, embezzlement, fraud, deceit or civil rights violations, or other
unlawful acts.

         2.3      CHANGE OF CONTROL means either of the following:

                 (a) any transaction or series of transactions pursuant to
which the Company sells, transfers, leases, exchanges or disposes of
substantially all (I.E., at least eighty-five percent (85%)) of its assets
for cash or property, or for a combination of cash and property, or for other
consideration; or

                 (b) any transaction pursuant to which persons who are not
current shareholders of the Company acquire by merger, consolidation,
reorganization, division or other business combination or transaction, or by
a purchase of an interest in the Company, an interest in the Company so that
after such transaction, the shareholders of the Company immediately prior to
such transaction no longer have a controlling (I.E., 50% or more) voting
interest in the Company.

However, notwithstanding the foregoing, in no event shall an initial public
offering of the Company's common stock constitute a Change of Control.

         2.4     CODE means the Internal Revenue Code of 1986, as amended.

         2.5     COMMITTEE means the Compensation Committee of the Board, or
any other committee appointed by the Board to administer the Plan, as
specified in Section 5 hereof.

         2.6     COMMON STOCK means the $0.01 par value per share common
stock of the Company.

         2.7     COMPANY means Viewlocity, Inc., a Delaware corporation, and
any successor to such organization.

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         2.8     CONSTRUCTIVE DISCHARGE means a termination of employment
with the Company by an Employee due to any of the following events IF the
termination occurs within thirty (30) days of such event:

                 (a) FORCED RELOCATION OR TRANSFER. The Employee may continue
employment with the Company (or a successor employer), but such employment is
contingent on the Employee's being transferred to a site of employment which
is located further than 50 miles from the Employee's current site of
employment. For this purpose, an Employee's site of employment shall be the
site of employment to which they are assigned as their home base, from which
their work is assigned, or to which they report, and shall be determined by
the Committee in its sole discretion on the basis of the facts and
circumstances.

                 (b) DECREASE IN SALARY OR WAGES. The Employee may continue
employment with the Company (or a successor employer), but such employment is
contingent upon the Employee's acceptance of a salary or wage rate which is
less than the Employee's prior salary or wage rate.

                 (c) SIGNIFICANT AND SUBSTANTIAL REDUCTION IN BENEFITS. The
Employee may continue employment with the Company (or a successor employer),
but such employment is contingent upon the Employee's acceptance of a
reduction in the pension, welfare or fringe benefits provided which is both
significant and substantial when expressed as a dollar amount or when
expressed as a percentage of the Employee's cash compensation. The
determination of whether a reduction in pension, welfare or fringe benefits
is significant and substantial shall be made on the basis of all pertinent
facts and circumstances, including the entire benefit (pension, welfare and
fringe) package provided to the Employee, and any salary or wages paid to the
Employee. However, notwithstanding the preceding, any modification or
elimination of benefits which results solely from the provision of new
benefits to an Employee by a successor employer as a result of a change of
the Employee's employment from employment with the Company to employment with
such successor shall not be deemed a Significant and Substantial Reduction in
Benefits where such new benefits are identical to the benefits provided to
similarly situated Employees of the successor.

         2.9     DIRECTOR means a member of the Board.

         2.10    EMPLOYEE means an employee of the Company, a Subsidiary or a
Parent.

         2.11    EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

         2.12    EXERCISE PRICE means the price which shall be paid to
purchase one (1) Share upon the exercise of an Option granted under this Plan.

         2.13    FAIR MARKET VALUE of each Share on any date means the price
determined below as of the close of business on such date (provided, however,
if for any reason, the Fair Market Value per share cannot be ascertained or
is unavailable for the date in question, the Fair Market Value per share
shall be determined as of the nearest preceding date on which such Fair
Market Value can be ascertained under the appropriate method indicated below):

                 (a) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, its Fair Market Value per share shall
be the closing sale price for the Common Stock (or the mean of the closing
bid and asked prices, if no sales were reported), as quoted on such exchange
or system on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable; or

                 (b) If the Common Stock is not listed on any established
stock exchange or a national market system, its Fair Market Value per share
shall be the average of the closing dealer "bid" and "ask" prices of a share
of the Common Stock as reflected on the NASDAQ interdealer quotation system
of the National Association of Securities Dealers, Inc. on the date of such
determination; or

                 (c) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

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         2.14    INSIDER means an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 11 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

         2.15    ISO means an option granted under this Plan to purchase
Shares which is intended by the Company to satisfy the requirements of Code
ss.422 as an incentive stock option.

         2.16    KEY PERSON means (i) a member of the Board who is not an
Employee, (ii) a consultant, distributor or other person who has rendered or
committed to render valuable services to the Company, a Subsidiary or a
Parent, (iii) a person who has incurred, or is willing to incur, financial
risk in the form of guaranteeing or acting as co-obligor with respect to
debts or other obligations of the Company, or (iv) a person who has extended
credit to the Company. Key Persons are not limited to individuals and,
subject to the preceding definition, may include corporations, partnerships,
associations and other entities.

         2.17    NON-ISO means an option granted under this Plan to purchase
Shares which is not intended by the Company to satisfy the requirements of
Code ss.422.

         2.18    OPTION means an ISO or a Non-ISO.

         2.19    OUTSIDE DIRECTOR means a Director who is not an Employee and
who qualifies as (1) a "non-employee director" under Rule 16b-3(b)(3) under
the 1934 Act, as amended from time to time, and (2) an "outside director"
under Code ss.162(m) and the regulations promulgated thereunder.

         2.20    PARENT means any corporation which is a parent of the
Company (within the meaning of Code ss.424(e)).

         2.21    PARTICIPANT means an individual who receives a Stock
Incentive hereunder.

         2.22    PERFORMANCE-BASED EXCEPTION means the performance-based
exception from the tax deductibility limitations of Code ss.162(m).

         2.23    PLAN means the Viewlocity, Inc. 2000 Stock Incentive Plan,
as may be amended from time to time.

         2.24    RESTRICTED STOCK AWARD means an award of Common Stock
granted to a Participant under this Plan whereby the Participant has
immediate rights of ownership in the shares of Common Stock underlying the
award, but such shares are subject to restrictions in accordance with the
terms and provisions of this Plan and the Stock Incentive Agreement
pertaining to the award and may be subject to forfeiture by the individual
until the earlier of (a) the time such restrictions lapse or are satisfied,
or (b) the time such shares are forfeited, pursuant to the terms and
provisions of the Stock Incentive Agreement pertaining to the award.

         2.25    SHARE means a share of the Common Stock of the Company.

         2.26    STOCK APPRECIATION RIGHT means a right granted to a
Participant pursuant to the terms and provisions of this Plan whereby the
individual, without payment to the Company (except for any applicable
withholding or other taxes), receives cash, shares of Common Stock, a
combination thereof, or such other consideration as the Board may determine,
in an amount equal to the excess of the Fair Market Value per share on the
date on which the Stock Appreciation Right is exercised over the exercise
price noted in the Stock Appreciation Right.

         2.27    STOCK INCENTIVE means an ISO, a Non-ISO, a Restricted Stock
Award or a Stock Appreciation Right.

         2.28    STOCK INCENTIVE AGREEMENT means an agreement between the
Company and a Participant evidencing an award of a Stock Incentive.

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         2.29    SUBSIDIARY means any corporation which is a subsidiary of
the Company (within the meaning of Code ss.424(f)).

         2.30    TEN PERCENT SHAREHOLDER means a person who owns (after
taking into account the attribution rules of Code ss.424(d)) more than ten
percent (10%) of the total combined voting power of all classes of shares of
either the Company, a Subsidiary or a Parent.

         2.31    VESTING TERMINATION shall mean a termination of the
employment of an employee where such termination is done by the Company
without Cause or where such termination is a Constructive Discharge.

                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

         The total number of Shares that may be issued pursuant to Stock
Incentives under this Plan shall not exceed two million (2,000,000) (the
"Initial Reserved Shares"), plus an annual amount added on January 1st of
each calendar year beginning with the calendar year that begins on January 1,
2001, equal to the greater of (i) two percent (2%) of the Diluted Shares
Outstanding as of the last day of the immediately preceding calendar year, or
(ii) a number of shares such that the total number of Shares reserved under
this Plan as of such January 1st (excluding Shares which have been issued
under, or which are issuable under, previously granted Stock Incentives) will
be equal to one million five hundred thousand (1,500,000) (the "Minimum
Reserved Shares"); provided, however, in no event shall the aggregate amount
of Shares that may be issued pursuant to Stock Incentives under this Plan
ever exceed sixteen million five hundred thousand (16,500,000) (the "Maximum
Reserved Shares"), all as adjusted pursuant to Section 10. Such Shares shall
be reserved, to the extent that the Company deems appropriate, from
authorized but unissued Shares, and from Shares which have been reacquired by
the Company. Furthermore, any Shares subject to a Stock Incentive which
remain after the cancellation, expiration or exchange of such Stock Incentive
thereafter shall again become available for use under this Plan.
Notwithstanding anything herein to the contrary, no Participant may be
granted Options or Stock Appreciation Rights covering an aggregate number of
Shares in excess of one million two hundred fifty thousand (1,250,000) in any
calendar year. For purposes of this Section 3, the term "Diluted Shares
Outstanding" as of a date of determination shall mean the aggregate number of
outstanding Shares on such date of determination, plus the number of Shares
which would be issued resulting from (1) conversion of all interests
convertible into Shares which are outstanding on such date of determination
and (2) exercise of any options or warrants to purchase Shares which are
outstanding on such date of determination.

                                   SECTION 4.
                                 EFFECTIVE DATE

         The Effective Date of this Plan, as documented hereby, shall be the
date it is adopted by the Board, as noted in resolutions effectuating such
adoption, provided the shareholders of the Company approve this Plan within
twelve (12) months after such Effective Date. If such Effective Date comes
before such shareholder approval, any Stock Incentives granted under this
Plan before the date of such approval automatically shall be granted subject
to such approval.

                                   SECTION 5.
                                 ADMINISTRATION

         5.1 GENERAL ADMINISTRATION. This Plan shall be administered by the
Board. The Board, acting in its absolute discretion, shall exercise such
powers and take such action as expressly called for under this Plan. The
Board shall have the power to interpret this Plan and, subject to the terms
and provisions of this Plan, to take such other action in the administration
and operation of the Plan as it deems equitable under the circumstances. The
Board's actions shall be binding on the Company, on each affected Employee or
Key Person, and on each other person directly or indirectly affected by such
actions.

         5.2 AUTHORITY OF THE BOARD. Except as limited by law or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Board shall have full power to select Employees and
Key Persons who shall participate in the Plan, to determine the sizes and
types of Stock Incentives in a manner consistent with the Plan, to determine
the terms and conditions of Stock Incentives in a manner consistent with

                   Viewlocity, Inc. 2000 Stock Incentive Plan
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the Plan, to construe and interpret the Plan and any agreement or instrument
entered into under the Plan, to establish, amend or waive rules and
regulations for the Plan's administration, and to amend the terms and
conditions of any outstanding Stock Incentives as allowed under the Plan and
such Stock Incentives. Further, the Board may make all other determinations
which may be necessary or advisable for the administration of the Plan.

         5.3 DELEGATION OF AUTHORITY. The Board may delegate its authority
under the Plan, in whole or in part, to a Committee appointed by the Board
consisting of not less than two (2) directors. The members of the Committee
shall be appointed from time to time by, and shall serve at the discretion
of, the Board. The Committee (if appointed) shall act according to the
policies and procedures set forth in the Plan and to those policies and
procedures established by the Board, and the Committee shall have such powers
and responsibilities as are set forth by the Board. Reference to the Board in
this Plan shall specifically include reference to the Committee where the
Board has delegated its authority to the Committee, and any action by the
Committee pursuant to a delegation of authority by the Board shall be deemed
an action by the Board under the Plan. Notwithstanding the above, the Board
may assume the powers and responsibilities granted to the Committee at any
time, in whole or in part. With respect to Committee appointments and
composition, only a Committee (or a sub-committee thereof) comprised solely
of two (2) or more Outside Directors may grant Stock Incentives which will
meet the Performance-Based Exception, and only a Committee comprised solely
of Outside Directors may grant Stock Incentives to Insiders that will be
exempt from Section 16(b) of the Exchange Act.

         5.4 DECISIONS BINDING. All determinations and decisions made by the
Board (or its delegate) pursuant to the provisions of this Plan and all
related orders and resolutions of the Board shall be final, conclusive and
binding on all persons, including the Company, its stockholders, Directors,
Employees, Key Persons, Participants, and their estates and beneficiaries

         5.5 INDEMNIFICATION FOR DECISIONS. No member of the Board of the
Committee (or a sub-committee thereof) shall be liable for any action taken
or determination made hereunder in good faith. Service on the Committee (or a
sub-committee thereof) shall constitute service as a director of the Company
so that the members of the Committee (or a sub-committee thereof) shall be
entitled to indemnification and reimbursement as directors of the Company
pursuant to its bylaws and applicable law. In addition, the members of the
Board, Committee (or a sub-committee thereof) shall be indemnified by the
Company against (a) the reasonable expenses, including attorneys' fees
actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, to which they or any of them may be a party by
reason of any action taken or failure to act under or in connection with the
Plan, any Stock Incentive granted hereunder, and (b) against all amounts paid
by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such individual is liable for gross negligence or misconduct
in the performance of his duties, provided that within 60 days after
institution of any such action, suit or proceeding a Committee member or
delegatee shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.

                                   SECTION 6.
                                  ELIGIBILITY

         Employees and Key Persons selected by the Board shall be eligible
for the grant of Stock Incentives under this Plan, but no Employee or Key
Person shall have the right to be granted a Stock Incentive under this Plan
merely as a result of his or her status as an Employee or Key Person. Only
Employees shall be eligible to receive a grant of ISO's.

                                   SECTION 7
                           TERMS OF STOCK INCENTIVES

         7.1      TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

                  (a) GRANTS OF STOCK INCENTIVES. The Board, in its absolute
discretion, shall grant Stock Incentives under this Plan from time to time
and shall have the right to grant new Stock Incentives in exchange

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for outstanding Stock Incentives. Stock Incentives shall be granted to
Employees or Key Persons selected by the Board, and the Board shall be under
no obligation whatsoever to grant Stock Incentives to all Employees or Key
Persons, or to grant all Stock Incentives subject to the same terms and
conditions.

                  (b) SHARES SUBJECT TO STOCK INCENTIVES. The number of
Shares as to which a Stock Incentive shall be granted shall be determined by
the Board in its sole discretion, subject to the provisions of Section 3 as
to the total number of shares available for grants under the Plan.

                  (c) STOCK INCENTIVE AGREEMENTS. Each Stock Incentive shall
be evidenced by a Stock Incentive Agreement executed by the Company and the
Participant, which shall be in such form and contain such terms and
conditions as the Board in its discretion may, subject to the provisions of
the Plan, from time to time determine.

                  (d) DATE OF GRANT. The date a Stock Incentive is granted
shall be the date on which the Board has taken all action necessary to
complete the grant of the Stock Incentive.

         7.2      TERMS AND CONDITIONS OF OPTIONS.

                  (a) NECESSITY OF STOCK INCENTIVE AGREEMENTS. Each grant of
an Option shall be evidenced by a Stock Incentive Agreement which shall
specify whether the Option is an ISO or Non-ISO, and incorporate such other
terms and conditions as the Board, acting in its absolute discretion, deems
consistent with the terms of this Plan, including (without limitation) a
restriction on the number of Shares subject to the Option which first become
exercisable or subject to surrender during any calendar year. The Board
and/or the Company shall have complete discretion to modify the terms and
provisions of an Option in accordance with Section 12 of this Plan even
though such modification may change the Option from an ISO to Non-ISO.

                  (b) DETERMINING OPTIONEES. In determining Employee(s) or
Key Person(s) to whom an Option shall be granted and the number of Shares to
be covered by such Option, the Board may take into account the
recommendations of the Chief Executive Officer of the Company and its other
officers, the duties of the Employee or Key Person, the present and potential
contributions of the Employee or Key Person to the success of the Company,
the anticipated number of years of service remaining before the attainment by
the Employee of retirement age, and other factors deemed relevant by the
Board, in its sole discretion, in connection with accomplishing the purpose
of this Plan. An Employee or Key Person who has been granted an Option to
purchase Shares, whether under this Plan or otherwise, may be granted one or
more additional Options. If the Board grants an ISO and a Non-ISO to an
Employee on the same date, the right of the Employee to exercise or surrender
one such Option shall not be conditioned on his or her failure to exercise or
surrender the other such Option.

                  (c) EXERCISE PRICE. Subject to adjustment in accordance
with Section 10 and the other provisions of this Section, the Exercise Price
shall be as set forth in the applicable Stock Incentive Agreement. With
respect to each grant of an ISO to a Participant who is not a Ten Percent
Shareholder, the Exercise Price shall not be less than the Fair Market Value
on the date the ISO is granted. With respect to each grant of an ISO to a
Participant who is a Ten Percent Shareholder, the Exercise Price shall not be
less than one hundred ten percent (110%) of the Fair Market Value on the date
the ISO is granted. If a Stock Incentive is a Non-ISO, the Exercise Price for
each Share shall be no less than the minimum price required by applicable
state law, or by the Company's governing instrument, whichever price is
greater. Any Stock Incentive intended to meet the Performance-Based Exception
must be granted with an Exercise Price equivalent to or greater than the Fair
Market Value of the Shares subject thereto.

                  (d) OPTION TERM. Each Option granted under this Plan shall
be exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

                            (i) make an Option exercisable before the date
                   such Option is granted; or

                           (ii) make an Option exercisable after the earlier
                   of:


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                                (A) the date such Option is exercised in
full, or

                                (B) the date which is the tenth (10th)
anniversary of the date such Option is granted, if such Option is a Non-ISO
or an ISO granted to a non-Ten Percent Shareholder, or the date which is the
fifth (5th) anniversary of the date such Option is granted, if such Option is
an ISO granted to a Ten Percent Shareholder. A Stock Incentive Agreement may
provide for the exercise of an Option after the employment of an Employee has
terminated for any reason whatsoever, including death or disability. The
Employee's rights, if any, upon termination of employment will be set forth
in the applicable Stock Incentive Agreement.

                  (e) PAYMENT. Options shall be exercised by the delivery of
a written notice of exercise to the Company, setting forth the number of
Shares with respect to which the Option is to be exercised accompanied by
full payment for the Shares. Payment for shares of Stock purchased pursuant
to exercise of an Option shall be made in cash or, unless the Stock Incentive
Agreement provides otherwise, by delivery to the Company of a number of
Shares which have been owned and completely paid for by the holder for at
least six (6) months prior to the date of exercise (I.E., "mature shares" for
accounting purposes) having an aggregate Fair Market Value equal to the
amount to be tendered, or a combination thereof. In addition, unless the
Stock Incentive Agreement provides otherwise, the Option may be exercised
through a brokerage transaction following registration of the Company's
equity securities under Section 12 of the Securities Exchange Act of 1934 as
permitted under the provisions of Regulation T applicable to cashless
exercises promulgated by the Federal Reserve Board. However, notwithstanding
the foregoing, with respect to any Option recipient who is an Insider, a
tender of shares or a cashless exercise must (1) have met the requirements of
an exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) be a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b-3
promulgated under the Exchange Act. Unless the Stock Incentive Agreement
provides otherwise, the foregoing exercise payment methods shall be
subsequent transactions approved by the original grant of an Option. Except
as provided in subparagraph (f) below, payment shall be made at the time that
the Option or any part thereof is exercised, and no Shares shall be issued or
delivered upon exercise of an Option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none of the rights
of a stockholder. Notwithstanding the above, and in the sole discretion of
the Board, an Option may be exercised as to a portion or all (as determined
by the Board) of the number of Shares specified in the Stock Incentive
Agreement by delivery to the Company of a promissory note, such promissory
note to be executed by the Participant and which shall include, with such
other terms and conditions as the Board shall determine, provisions in a form
approved by the Board under which: (i) the balance of the aggregate purchase
price shall be payable in equal installments over such period and shall bear
interest at such rate (which shall not be less than the prime bank loan rate
as determined by the Board) as the Board shall approve, and (ii) the
Participant shall be personally liable for payment of the unpaid principal
balance and all accrued but unpaid interest. Other methods of payment may
also be used if approved by the Board in its sole and absolute discretion and
provided for under the Stock Incentive Agreement.

                  (f) CONDITIONS TO EXERCISE OF AN OPTION. Each Option
granted under the Plan shall vest and shall be exercisable at such time or
times, or upon the occurrence of such event or events, and in such amounts,
as the Board shall specify in the Stock Incentive Agreement; provided,
however, that subsequent to the grant of an Option, the Board, at any time
before complete termination of such Option, may accelerate the time or times
at which such Option may vest or be exercised in whole or in part. The Board
may impose such restrictions on any Shares acquired pursuant to the exercise
of an Option as it may deem advisable, including, without limitation, vesting
or performance-based restrictions, restrictions under applicable federal
securities laws, under the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded, and under any blue sky or
state securities laws applicable to such Shares.

                  (g) TRANSFERABILITY OF OPTIONS. An Option shall not be
transferable or assignable except by will or by the laws of descent and
distribution and shall be exercisable, during the Participant's lifetime,
only by the Participant; provided, however, that in the event the Participant
is incapacitated and unable to exercise his or her Option, such Option may be
exercised by such Participant's legal guardian, legal representative, or
other representative whom the Board deems appropriate based on applicable
facts and circumstances. The determination of incapacity of a Participant and
the determination of the appropriate representative of the Participant who
shall be able to exercise the Option if the Participant is incapacitated
shall be determined by the Board in its sole and absolute discretion.
Notwithstanding the foregoing, except as otherwise provided in the Stock
Incentive Agreement, a Non-ISO may also be transferred as a bona fide gift
(i) to his spouse or lineal descendant or lineal ascendant, (ii) to a trust
for the benefit of one or more individuals described in clause (i), or


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(iii) to a partnership of which the only partners are one or more individuals
described in clause (i), in which case the transferee shall be subject to all
provisions of the Plan, the Stock Incentive Agreement and other agreements
between the Company and the Participant in connection with the exercise of
the Option and purchase of Shares. In the event of such a gift, the
Participant shall promptly notify the Board of such transfer and deliver to
the Board such written documentation as the Board may in its discretion
request, including, without limitation, the written acknowledgment of the
donee that the donee is subject to the provisions of the Plan, the Stock
Incentive Agreement and other agreements between the Company and the
Participant in connection with the exercise of the Option and purchase of
Shares.

                  (h) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS.
Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code ss.424(a)
is applicable, may provide for an exercise price computed in accordance with
Code ss.424(a) and the regulations thereunder and may contain such other
terms and conditions as the Board may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions
(including the applicable vesting and termination provisions) as those
contained in the previously issued stock option being replaced thereby.

                  (i) ISO TAX TREATMENT REQUIREMENTS. With respect to any
Option which purports to be an ISO, to the extent that the aggregate Fair
Market Value (determined as of the date of grant of such Option) of stock
with respect to which such Option is exercisable for the first time by any
individual during any calendar year exceeds one hundred thousand dollars
($100,000.00), such Option shall not be treated as an ISO in accordance with
Code ss.422(d). The Board shall interpret and administer the ISO limitation
set forth in this Section 7.2(i) in accordance with Code ss.422(d), and the
Board shall treat this Section 7.2(i) as in effect only for those periods for
which Code ss.422(d) is in effect.

         7.3 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. A Stock
Appreciation Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Option or not in connection with an
Option. A Stock Appreciation Right shall entitle the Participant to receive
upon exercise or payment the excess of the Fair Market Value of a specified
number of Shares at the time of exercise, over a specified price which shall
be not less than the Exercise Price for that number of Shares in the case of
a Stock Appreciation Right granted in connection with a previously or
contemporaneously granted Option, or in the case of any other Stock
Appreciation Right not less than one hundred percent (100%) of the Fair
Market Value of that number of Shares at the time the Stock Appreciation
Right was granted. The exercise of a Stock Appreciation Right shall result in
a pro rata surrender of the related Option to the extent the Stock
Appreciation Right has been exercised, and the exercise of an Option shall
result in a pro rata surrender of a related Stock Appreciation Right to the
extent the Option has been exercised.

             (a) PAYMENT. Upon exercise or payment of a Stock Appreciation
Right, the Company shall pay to the Participant the appreciation in cash or
Shares (at the aggregate Fair Market Value on the date of payment or
exercise) as provided in the Stock Incentive Agreement or, in the absence of
such provision, as the Board may determine.

             (b) CONDITIONS TO EXERCISE. Each Stock Appreciation Right
granted under the Plan shall be exercisable at such time or times, or upon
the occurrence of such event or events, and in such amounts, as the Board
shall specify in the Stock Incentive Agreement; provided, however, that
subsequent to the grant of a Stock Appreciation Right, the Board, at any time
before complete termination of such Stock Appreciation Right, may accelerate
the time or times at which such Stock Appreciation Right may be exercised in
whole or in part.

             (c) TRANSFERABILITY OF STOCK APPRECIATION RIGHTS. Except as
otherwise provided in a Participant's Stock Incentive Agreement, no Stock
Appreciation Right granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Stock Incentive Agreement, all Stock Appreciation Rights
granted to a Participant under the Plan shall be exercisable, during the
Participant's lifetime, only by the Participant; provided, however, that in
the event the Participant is incapacitated and unable to exercise his or her
Stock Appreciation Right, such Stock Appreciation Right may be exercised by
such Participant's legal guardian, legal representative, or other
representative whom the Board deems appropriate based on applicable facts and
circumstances. The determination of incapacity of a Participant and the
determination of the appropriate representative of the Participant shall be
determined by the Board in its sole


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and absolute discretion. Notwithstanding the foregoing, except as otherwise
provided in the Stock Incentive Agreement, (A) a Stock Appreciation Right
which is granted in connection with the grant of a Non-ISO may be
transferred, but only with the Non-ISO, and (B) a Stock Appreciation Right
which is not granted in connection with the grant of a Non-ISO, may be
transferred as a bona fide gift (i) to his spouse or lineal descendant or
lineal ascendant, (ii) to a trust for the benefit of one or more individuals
described in clause (i), or (iii) to a partnership of which the only partners
are one or more individuals described in clause (i), in which case the
transferee shall be subject to all provisions of the Plan, the Stock
Incentive Agreement and other agreements between the Company and the
Participant in connection with the exercise of the Stock Appreciation Right.
In the event of such a gift, the Optionee shall promptly notify the Board of
such transfer and deliver to the Board such written documentation as the
Board may in its discretion request, including, without limitation, the
written acknowledgment of the donee that the donee is subject to the
provisions of the Plan, the Stock Incentive Agreement and other agreements
between the Company and the Participant in connection with the exercise of
the Stock Appreciation Right.

             (d) SPECIAL PROVISIONS FOR TANDEM SAR'S. A Stock Appreciation
Right granted in connection with an Option may only be exercised to the
extent that the related Option has not been exercised. A Stock Appreciation
Right granted in connection with an ISO (1) will expire no later than the
expiration of the underlying ISO, (2) may be for no more than the difference
between the exercise price of the underlying ISO and the Fair Market Value of
the Shares subject to the underlying ISO at the time the Stock Appreciation
Right is exercised, (3) may be transferable only when, and under the same
conditions as, the underlying ISO is transferable, and (4) may be exercised
only (i) when the underlying ISO could be exercised and (ii) when the Fair
Market Value of the Shares subject to the ISO exceeds the exercise price of
the ISO.

         7.4 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Shares awarded
pursuant to Restricted Stock Awards shall be subject to such restrictions as
determined by the Board for periods determined by the Board. Unless the
applicable Stock Incentive Agreement provides otherwise, holders of
Restricted Stock Awards shall be entitled to vote and receive dividends
during the periods of restriction to the same extent as holders of
unrestricted Common Stock. The Board shall have the power to permit, in its
discretion, an acceleration of the expiration of the applicable restriction
period with respect to any part or all of the Shares awarded to a
Participant. The Board may require a cash payment from the Participant in an
amount no greater than the aggregate Fair Market Value of the Shares awarded
determined at the date of grant in exchange for the grant of a Restricted
Stock Award or may grant a Restricted Stock Award without the requirement of
a cash payment. A Restricted Stock Award may be transferred, except as
otherwise provided in the Stock Incentive Agreement, as a bona fide gift (i)
to his spouse or lineal descendant or lineal ascendant, (ii) to a trust for
the benefit of one or more individuals described in clause (i), or (iii) to a
partnership of which the only partners are one or more individuals described
in clause (i), in which case the transferee shall be subject to all
provisions of the Plan, the Stock Incentive Agreement, and other agreements
between the Company and the Participant in connection with the Restricted
Stock Award. In the event of such a gift, the Participant shall promptly
notify the Board of such transfer and deliver to the Board such written
documentation as the Board may in its discretion request, including, without
limitation, the written acknowledgment of the donee that the donee is subject
to the provisions of the Plan, the Stock Incentive Agreement and other
agreements between the Company and the Participant in connection with the
Restricted Stock Award.

                                   SECTION 8.
                             SECURITIES REGULATION

         Each Stock Incentive Agreement may provide that, upon the receipt of
Shares as a result of the exercise of a Stock Incentive or otherwise, the
Participant shall, if so requested by the Company, hold such Shares for
investment and not with a view of resale or distribution to the public and,
if so requested by the Company, shall deliver to the Company a written
statement satisfactory to the Company to that effect. Each Stock Incentive
Agreement may also provide that, if so requested by the Company, the
Participant shall make a written representation to the Company that he or she
will not sell or offer to sell any of such Shares unless a registration
statement shall be in effect with respect to such Shares under the Securities
Act of 1933, as amended ("1933 Act"), and any applicable state securities law
or, unless he or she shall have furnished to the Company an opinion, in form
and substance satisfactory to the Company, of legal counsel acceptable to the
Company, that such registration is not required. Certificates representing
the Shares transferred upon the exercise or surrender of a Stock Incentive
granted under this Plan may at the discretion of the Company bear a legend to
the effect that such Shares have not been registered under the 1933 Act or
any applicable state


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securities law and that such Shares may not be sold or offered for sale in
the absence of an effective registration statement as to such Shares under
the 1933 Act and any applicable state securities law or an opinion, in form
and substance satisfactory to the Company, of legal counsel acceptable to the
Company, that such registration is not required.

                                   SECTION 9.
                                  LIFE OF PLAN

         No Stock Incentive shall be granted under this Plan on or after the
earlier of:

                  (a) the tenth (10th) anniversary of the Effective Date of
this Plan (as determined under Section 4 of this Plan), in which event this
Plan otherwise thereafter shall continue in effect until all outstanding
Stock Incentives have been exercised in full or no longer are exercisable, or

                  (b) the date on which all of the Shares reserved under
Section 3 of this Plan have (as a result of the exercise of Stock Incentives
granted under this Plan or lapse of all restrictions under a Restricted Stock
Award) been issued or no longer are available for use under this Plan, in
which event this Plan also shall terminate on such date.

                                  SECTION 10.
                                  ADJUSTMENT

         Notwithstanding anything in Section 12 to the contrary, the number
of Shares reserved under Section 3 of this Plan, the limit on the number of
Shares which may be granted during a calendar year to any individual under
Section 3 of this Plan, the number of Shares subject to Stock Incentives
granted under this Plan, and the Exercise Price of any Options and the
specified exercise price of any Stock Appreciation Rights, shall be adjusted
by the Board in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits; provided, however, no such adjustment shall
be made to the Initial Reserved Shares, the Minimum Reserved Shares or the
Maximum Reserved Shares by reason of or to reflect any reverse stock split of
the Company's Common Stock effectuated prior to an initial public offering of
the Company's Common Stock. Furthermore, the Board shall have the right to
adjust (in a manner which satisfies the requirements of Code ss.424(a)) the
number of Shares reserved under Section 3, and the number of Shares subject
to Stock Incentives granted under this Plan, and the Exercise Price of any
Options and the specified exercise price of any Stock Appreciation Rights in
the event of any corporate transaction described in Code ss.424(a) which
provides for the substitution or assumption of such Stock Incentives. If any
adjustment under this Section creates a fractional Share or a right to
acquire a fractional Share, such fractional Share shall be disregarded, and
the number of Shares reserved under this Plan and the number subject to any
Stock Incentives granted under this Plan shall be the next lower number of
Shares, rounding all fractions downward. An adjustment made under this
Section by the Board shall be conclusive and binding on all affected persons
and, further, shall not constitute an increase in the number of Shares
reserved under Section 3.

                                  SECTION 11.
                        CHANGE OF CONTROL OF THE COMPANY

         If a Change of Control occurs, and the agreements effectuating the
Change of Control do not provide for the assumption or substitution of the
Stock Incentives granted under this Plan, then, except to the extent
otherwise provided in the Stock Incentive Agreement pertaining to a
particular Stock Incentive, each Stock Incentive shall be governed by
applicable law and the documents effectuating the Change of Control;
provided, however, at the direction and discretion of the Board, or as
otherwise provided in the Stock Incentive Agreements, each Option or Stock
Appreciation Right may be canceled unilaterally by the Company in exchange
for whole Shares (or, subject to satisfying the conditions of an exemption
under Rule 16b-3 or any successor exemption to Section 16(b) of the Exchange
Act, for the whole Shares and cash in lieu of any fractional Share) which
each Participant otherwise would receive if (1) he or she had the right to
exercise his or her outstanding Stock Appreciation Right in full and he or
she exercised that right exclusively for Shares, and (2) he or she
surrendered his or her Option to the Company in exchange for Shares with a
value equal to the


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<PAGE>

excess of the Fair Market Value of the Shares subject to the Option over the
Exercise Price for the Shares subject to the Option, on a date fixed by the
Board which comes before such sale or other corporate transaction.

                                  SECTION 12.
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Board from time to time to the
extent that the Board deems necessary or appropriate; provided, however, no
such amendment shall be made absent the approval of the shareholders of the
Company: (a) to increase the number of Shares reserved under Section 3,
except as set forth in Section 10, (b) to extend the maximum life of the Plan
under Section 9 or the maximum exercise period under Section 7, (c) to
decrease the minimum Exercise Price under Section 7, or (d) to change the
designation of Employees or Key Persons eligible for Stock Incentives under
Section 6. The Board also may suspend the granting of Stock Incentives under
this Plan at any time and may terminate this Plan at any time. The Company
shall have the right to modify, amend or cancel any Stock Incentive after it
has been granted if (I) the Participant consents in writing to such
modification, amendment or cancellation, or (II) there is a dissolution or
liquidation of the Company or a transaction described in Section 10 or
Section 11, or (III) the Company would otherwise have the right to make such
modification, amendment or cancellation by applicable law.

                                  SECTION 13.
                                 MISCELLANEOUS

         13.1 SHAREHOLDER RIGHTS. No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Incentive to
him or to her under this Plan or his or her exercise of such Stock Incentive
pending the actual delivery of Shares subject to such Stock Incentive to such
Participant.

         13.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to
those rights, if any, expressly set forth in the Stock Incentive Agreement
which evidences his or her Stock Incentive.

         13.3 WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company as a
condition precedent for the fulfillment of any Stock Incentive, an amount
sufficient to satisfy Federal, state and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable
event arising as a result of this Plan and/or any action taken by a
Participant with respect to a Stock Incentive Award. Whenever Shares are to
be issued or cash paid to a Participant upon exercise of an Option, the
Company shall have the right to require the Participant to remit to the
Company, as a condition of exercise of the Option, an amount sufficient to
satisfy federal, state and local withholding tax requirements at the time of
exercise. However, notwithstanding the foregoing, to the extent that a
Participant is an Insider, satisfaction of withholding requirements by having
the Company withhold Shares may only be made to the extent that such
withholding of Shares (1) has met the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act, or (2) is a subsequent transaction
the terms of which were provided for in a transaction initially meeting the
requirements of an exemption under Rule 16b-3 promulgated under the Exchange
Act. Unless the Stock Incentive Agreement provides otherwise, the withholding
of shares to satisfy federal, state and local withholding tax requirements
shall be a subsequent transaction approved by the original grant of a Stock
Incentive. Notwithstanding the foregoing, in no event shall payment of
withholding taxes be made by a retention of Shares by the Company unless the
Company retains only Shares with a Fair Market Value equal to the minimum
amount of taxes required to be withheld.

         13.4 NOTIFICATION OF DISQUALIFYING DISPOSITIONS OF ISO OPTIONS. If a
Participant sells or otherwise disposes of any of the Shares acquired
pursuant to an Option which is an ISO on or before the later of (1) the date
two (2) years after the date of grant of such Option, or (2) the date one (1)
year after the exercise of such Option, then the Participant shall
immediately notify the Company in writing of such sale or disposition and
shall cooperate with the Company in providing sufficient information to the
Company for the Company to properly report such sale or disposition to the
Internal Revenue Service. The Participant acknowledges and agrees that he may
be subject to income tax withholding by the Company on the compensation
income recognized by Participant from any such early disposition by either
(or both) his payment to the Company in cash or his payment out of the
current wages or earnings otherwise payable to him by the Company, as the
Company shall

                   Viewlocity, Inc. 2000 Stock Incentive Plan
                                 Page 11 of 12
<PAGE>
require, and agrees that he shall include the compensation from such early
disposition in his gross income for federal tax purposes. Participant also
acknowledges that the Company may condition the exercise of any Option which
is an ISO on the Participant's express written agreement with these
provisions of this Plan.

         13.5 TRANSFER. The transfer of an Employee between or among the
Company, a Subsidiary or a Parent shall not be treated as a termination of
his or her employment under this Plan.

         13.6 CONSTRUCTION. This Plan shall be construed under the laws of
the State of Delaware.

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