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                                                                   EXHIBIT 10.39

                              AMENDMENT NUMBER TWO
                        TO SECURITIES PURCHASE AGREEMENT

          This Amendment Number Two to Securities Purchase Agreement (this
"Amendment") dated as of November 14, 2002, is entered into between VIEWLOCITY,
INC., a Delaware corporation (the "Company"), and each of the entities
identified on SCHEDULE I attached hereto (each a "Purchaser," collectively, the
"Purchasers"), with reference to the following:

                                    RECITALS

          A.   The Company and the Purchasers are parties to that certain
Securities Purchase Agreement, dated as of December 7, 2000, as amended by that
certain Amendment Number One to Securities Purchase Agreement, dated as of
February 23, 2001 (as amended, the "Securities Purchase Agreement").

          B.   The Company has entered into that certain Agreement and Plan of
Merger, by and between the Company and SynQuest, Inc., a Georgia corporation
("SynQuest"), dated as of August 30, 2002 (the "Merger Agreement"), pursuant to
which the Company will merger with and into SynQuest (the "SynQuest Merger"),
with SynQuest as the surviving corporation (the "Surviving Corporation").

          C.   SynQuest has entered into a Stock Purchase Agreement, dated as of
August 30, 2002, as amended September 20, 2002, with the investors listed on
Schedule I thereto (the "SynQuest Stock Purchase Agreement"), pursuant to which
such investors will invest an aggregate amount of up to $33,000,000 in the
Surviving Corporation (the "Additional Investment").

          D.   In  connection  with the Merger and the  Additional  Investment,
the Company and the Purchasers desire to amend certain of the provisions of the
Securities Purchase Agreement.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Purchasers hereby
agree as follows:

     1.   DEFINED TERMS. Capitalized terms not otherwise defined herein shall
have the meaning ascribed thereto in the Securities Purchase Agreement.

     2.   AMENDMENTS TO THE SECURITIES PURCHASE AGREEMENT. The parties hereby
agree that, effective upon the Closing (as that term is defined in the Merger
Agreement) of the Merger, the Securities Purchase Agreement is amended as
follows:

     a.   ARTICLE I of the Securities Purchase Agreement is hereby amended by
adding a new SECTION 1.8 as follows:

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          1.8  MODIFICATION OF NOTES IN CONNECTION WITH SYNQUEST MERGER.

               (a)  TOTAL LIABILITY FIXED. Notwithstanding anything herein to
          the contrary, as of the Closing of the Merger, the Notes shall cease
          to bear interest on the unpaid balances thereof, and the aggregate
          principal of and accrued interest on the Notes shall be fixed at
          $11,500,000.

               (b)  PARTIAL PREPAYMENT. Within one business day following the
          closing of the Additional Investment, and with a portion of the
          proceeds therefrom, the Surviving Corporation shall make a partial
          prepayment of the Notes in the aggregate amount of $5,000,000 in
          accordance with Section 1.7(b) herein (the "Prepayment").

               (c)  CONTINUING OBLIGATION OF SURVIVING CORPORATION. Promptly
          following the Prepayment, the Notes shall be canceled in exchange for
          new senior subordinated notes of the Surviving Corporation (the "New
          Notes"), in an aggregate principal amount of $6,500,000, to bear
          interest on the unpaid balances thereof until the principal thereof
          shall be paid in full at the rate of 8.0% per annum, based upon a 365
          day year for actual days elapsed, and to otherwise be substantially
          identical in form and substance to the Notes, as set forth in EXHIBIT
          A attached hereto. The Prepayment and the New Notes collectively shall
          represent satisfaction in full of the Notes.

     b.   ARTICLE IV of the Securities Purchase Agreement is hereby deleted and
replaced in its entirety with the following:

          4.1  AFFIRMATIVE COVENANTS OF THE COMPANY OTHER THAN REPORTING
     REQUIREMENTS. Without limiting any other covenants and provisions hereof,
     the Company covenants and agrees that until the outstanding principal
     amount of the Notes (together with all interest thereon) shall have been
     repaid in full, it will perform and observe the following covenants and
     provisions, and will cause each Subsidiary, if and when such Subsidiary
     exists, to perform and observe such of the following covenants and
     provisions as are applicable to such Subsidiary:

               (a)  PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION. Duly and
          timely file all tax returns and reports required to be filed in
          compliance with all applicable laws, regulations, rules, and
          procedures and pay all taxes, assessments, and other governmental
          charges imposed upon the Company or any of its Subsidiaries or any of
          the assets of the Company or any of its Subsidiaries or in respect of
          any franchises, business, income, or assets of the Company or any of
          its Subsidiaries before any penalty or interest accrues thereon, and
          all claims (including claims for labor, services, materials, and
          supplies) that have become due and payable and that by law have or may
          become a Lien (other than Permitted Liens) upon any of such assets,
          prior to the time when any material penalty or fine shall be incurred
          with respect thereto except where the failure to so file or pay such
          taxes, assessments, or other governmental charges could nor reasonably

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          expected to have a Material Adverse Effect; PROVIDED, HOWEVER, that no
          such charge, claim, or Lien need be paid if it is being contested in
          good faith by appropriate proceedings promptly instituted and
          diligently conducted and if such reserve or other appropriate
          provision, if any, as shall be required in conformity with GAAP shall
          have been made therefor.

               (b)  MAINTENANCE OF INSURANCE. At its expense and for so long as
          the Notes, the Warrants, or the Warrant Shares remain outstanding, the
          Company shall maintain with a reputable insurance company or
          association insurance in such amounts and covering its properties and
          assets and such risks as ordinarily are insured against by other
          persons engaged in the same or similar businesses and owning similar
          properties in the same general areas in which the Company or any
          Subsidiary operates for the type and scope of its properties and
          businesses.

                (c) COMPLIANCE WITH LAWS. Comply, and cause all Subsidiaries to
          comply, with the requirements of all applicable laws, rules,
          regulations and orders of any governmental authority, where
          noncompliance could reasonably be expected to have a Material Adverse
          Effect.

          4.2  NEGATIVE COVENANTS OF THE COMPANY. Without limiting any other
     covenants and provisions hereof, the Company covenants and agrees that
     until the outstanding principal amount of the Notes (together with all
     interest thereon) shall have been repaid in full, it will comply with and
     observe the following covenants and provisions, and will cause each
     Subsidiary, if and when such Subsidiary exists, to comply with and observe
     such of the following covenants and provisions as are applicable to such
     Subsidiary, and will not:

               (a)  LIMITATION ON INDEBTEDNESS. At any time permit the aggregate
          amount of Senior Indebtedness to exceed $7,500,000 at any one time
          outstanding. "Senior Indebtedness" shall mean any indebtedness that is
          senior in priority to the Senior Subordinated Notes.

               (b)  DISTRIBUTIONS. Except for Distributions declared and paid
          solely in Common Stock of the Company, or for cash dividends paid with
          the Purchasers' prior written consent (which consent shall not be
          unreasonably withheld), declare or pay any dividends, purchase,
          repurchase, redeem, retire, or otherwise acquire for value any of its
          capital stock (or rights, options or warrants to purchase such shares)
          now or hereafter outstanding, return any capital to its stockholders
          as such, or make any distribution of assets to its stockholders as
          such, and will not make any payment in cash, securities or other
          property or purchase on or in respect of, or repurchase, redeem,
          retire or otherwise acquire for value, any indebtedness of the Company
          that is subordinated by its express terms in right of payment to the
          Notes, or permit any Subsidiary to do any of the foregoing (such
          transactions being hereinafter referred to as "DISTRIBUTIONS"), except
          that any such Subsidiary may declare and make payment of cash and
          stock dividends, return capital and make distributions of assets to
          the Company, and EXCEPT as specifically provided for in the Company's
          Certificate of Incorporation or if such

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          dividend, purchase, repurchase, redemption, retirement or other
          acquisition for value is solely in the form of capital stock (or
          rights, options or warrants to purchase such shares) of the Company;
          provided, HOWEVER, that nothing herein contained shall prevent the
          Company from:

                    (i)   effecting a stock split or declaring or paying any
               dividend consisting of shares of any class of capital stock to
               the holders of shares of such class of capital stock, or

                    (ii)  redeeming any stock of a deceased stockholder out of
               insurance held by the Company on that stockholder's life, or

                    (iii) repurchasing the shares of Common Stock at the
               original cost thereof held by officers, employees, directors or
               consultants of the Company which are subject to restrictive stock
               purchase agreements under which the Company has the option, to
               repurchase such shares upon the occurrence of certain events,
               including the termination of employment,

          if in the case of any such transaction the payment can be made in
          compliance with the other terms of this Agreement.

               (c)  DEALINGS WITH AFFILIATES AND OTHERS. Other than as
          contemplated by this Agreement, and other than transactions in the
          ordinary course of business involving less than $50,000, enter into
          any transaction, including, without limitation, any loans or
          extensions of credit or royalty agreements, with any officer or
          director of the Company or any Subsidiary or holder of any class of
          capital stock of the Company, or any member of their respective
          immediate families or any corporation or other entity directly or
          indirectly affiliated with one or more of such officers, directors or
          stockholders or members of their immediate families unless such
          transaction is approved in advance by a majority of disinterested
          members of the Board of Directors, or absent such Board of Directors
          approval, by the Majority Holders.

               (d)  CONDUCT OF BUSINESS. Engage in any business other than the
          business currently conducted by them as of the Closing and other lines
          of business reasonably incidental or related thereto.

               (e)  UPSTREAM LIMITATIONS. Enter into any agreement, contract, or
          arrangement restricting the ability of any Subsidiary of Company to
          pay or make dividends or distributions in cash or kind, to make loans,
          advances, or other payments of whatsoever nature or to make transfers
          or distributions of all or any part of its properties or assets to
          Company or to any Subsidiary of the Company.

          4.3  REPORTING REQUIREMENTS. The Company will furnish the following to
     each Purchaser who holds Notes with at least $1,000,000 in principal amount
     outstanding in the aggregate; provided, however, that following the
     consummation of a Qualifying Public Offering, none of the following
     statements, reports, or documents shall be delivered to any such Purchaser
     unless and until such Purchaser has delivered to the

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     Company a non-disclosure agreement and an agreement not to trade on the
     disclosed information, in each case, in form and substance reasonably
     acceptable to the Company: as soon as practicable after the end of the
     reporting date required by the Securities Exchange Commission ("SEC"),
     Company will provide a copy of the applicable SEC report ("SEC Reports") to
     the applicable Purchasers. Public availability of such reports on EDGAR
     shall constitute delivery to the applicable Purchasers hereunder. If the
     Company ceases to be a publicly traded entity during the term hereof, then
     the Company will provide reports to the applicable Purchasers that are
     materially similar to the SEC Reports and on the same time schedule as
     required by the SEC of publicly traded entities and reporting materials
     that are regularly distributed to the Company's Board of Directors ("Board
     Materials"); provided that the Company may redact portions of such Board
     Materials that it deems to be confidential and reasonably believes should
     not be produced.

     c.   SECTION 6.1 of the Securities Purchase Agreement is hereby amended by
deleting and replacing in its entirety the definition of "Event of Default" with
the following:

          An "EVENT OF DEFAULT" shall exist if any of the following conditions
     or events shall occur and be continuing:

               (a)  the Company defaults in the payment of any amounts due under
          any one or more of the Notes when due;

               (b)  the Company or any of its Subsidiaries defaults in
          observance of any covenants contained in Sections 4.1 or 4.3 which
          continues unremedied 20 days after written notice thereof is sent to
          the Company or the Company or any of its Subsidiaries defaults in
          observance of any covenants contained elsewhere in this Agreement or
          any of the other Financing Documents (other than a covenant that is
          dealt with elsewhere in this definition);

               (c)  the Company or any of its Subsidiaries defaults (after
          applicable notice and any applicable grace period, and as determined
          by a court of competent jurisdiction) in the payment of any principal
          or interest or any other amount in respect of or in any covenant,
          term, or provision governing Indebtedness for Borrowed Money (other
          than the Notes) of the Company or such Subsidiary with an aggregate
          amount outstanding in excess of $250,000, the effect of which default
          is (i) to cause or permit the holder or holders of such indebtedness,
          irrespective of whether exercised, to accelerate the maturity of the
          obligations thereunder, or (ii) to cause the termination of the
          agreement or instrument evidencing such Indebtedness for Borrowed
          Money;

               (d)  excluding any creditors or accounts reserved for in the
          Company's financial statement dated June 30, 2002, a final judgment or
          final order of a court of competent jurisdiction for the payment of
          money aggregating in excess of $200,000 (in excess of the amount
          covered by insurance) is rendered against the

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          Company or any of its Subsidiaries which judgment or order remains
          uncontested, unappealed, unpaid, unstayed for a period of 45 days;

               (e)  any representation or warranty in this Agreement or in any
          certificate, financial statement or other document delivered pursuant
          to this Agreement shall prove to have been incorrect in any material
          respect when made where such failure to be correct has a Material
          Adverse Effect;

               (f)  the Company or any of its Subsidiaries shall commence a
          voluntary case or other proceeding seeking liquidation, reorganization
          or other relief with respect to itself or its debts under any
          bankruptcy, insolvency or other similar law now or hereafter in effect
          or seeking the appointment of a trustee, receiver, liquidator,
          custodian or other similar official of it or any substantial part of
          its property, or shall consent to any such relief or to the
          appointment of or taking possession by any such official in an
          involuntary case or other proceeding commenced against it, or shall
          make a general assignment for the benefit of creditors, or shall fail
          generally to pay its debts as they become due, or shall take any
          corporate action to authorize any of the foregoing; or

               (g)  an involuntary case or other proceeding shall be commenced
          against the Company or any of its Subsidiaries seeking liquidation,
          reorganization or other relief with respect to it or its debts under
          any bankruptcy, insolvency or other similar law now or hereafter in
          effect or seeking the appointment of a trustee, receiver, liquidator,
          custodian or other similar official of it or any substantial part of
          its property, and such involuntary case or other proceeding shall
          remain undismissed and unstayed for a period of 60 days; or an order
          for relief shall be entered against the Company or any of its
          Subsidiaries under the federal bankruptcy laws as now or hereafter in
          effect.

     c.   ARTICLE VIII of the Securities Purchase Agreement is hereby deleted in
its entirety.

     3.   REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants to the Purchasers that (a) the execution, delivery, and performance of
this Amendment is within the Company's corporate powers, have been duly
authorized by all necessary corporate action, and are not in contravention of
any law, rule, or regulation, or any order, judgment, decree, writ, injunction,
or award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any contract or undertaking to which it is a party
or by which any of its properties may be bound or affected, and (b) this
Amendment and the Securities Purchase Agreement, constitute the Company's legal,
valid, and binding obligation, enforceable against the Company in accordance
with its terms, (c) this Amendment has been duly executed and delivered by the
Company.

     4.   EXPENSES. The Company agrees, whether the transactions hereby
contemplated shall be consummated, to pay the reasonable legal fees of Brobeck,
Phleger & Harrison LLP, special counsel to the Purchasers, incurred in
connection with the negotiation and preparation of

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this Amendment, and in connection with the transactions contemplated hereby and
agrees to reimburse the Purchasers for their reasonable out-of-pocket costs and
expenses (exclusive of any salaries or other overhead items) incurred in
connection with the transactions contemplated hereby (collectively, the
"Expenses"); provided, however, that the Company shall not pay aggregate legal
fees and Expenses in excess of $15,000.

     5.   CONSTRUCTION. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.

     6.   COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart. Delivery of an executed counterpart of this Amendment by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Amendment. Any party delivering an executed counterpart of
this Amendment by telefacsimile also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.

     7.   AMENDMENTS. This Amendment cannot be altered, amended, changed or
modified in any respect or particular unless each such alteration, amendment,
change or modification shall have been agreed to by each of the parties and
reduced to writing in its entirety and signed and delivered by each party.

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          IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.

                              VIEWLOCITY, INC.,


                              By: /s/ Allen Plunk
                                 -----------------------------------------
                              Name: Allen Plunk
                              Title: Senior Vice President and Chief Financial
                                      Officer


                              WESTBRIDGE VENTURES, L.P.

                              By: Westbridge Ventures, L.L.C., its
                                  General Partner

                                  By: TCW Asset Management Company, as
                                      Managing Member


                                      By: /s/ Steven F. Strandberg
                                         -----------------------------
                                      Name: Steven F. Strandberg
                                      Title: Managing Director


                                  By: TCW Asset Management Company, as
                                      Managing Member


                                      By: /s/ Andrew L. Sun
                                         -----------------------------
                                      Name: Andrew L. Sun
                                      Title: Vice President


                           [Signature page continues]

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                              TCW LEVERAGED INCOME TRUST IV, L.P.

                              By: TCW Asset Management Company, as its
                                  Investment Adviser


                                  By: /s/ Melissa V. Weiler
                                     ---------------------------------
                                  Name: Melissa V. Weiler
                                  Title: Managing Director


                                  By: /s/ Mark D. Senkpiel
                                     ---------------------------------
                                  Name: Mark D. Senkpiel
                                  Title: Managing Director


                              By: TCW (LINC IV), L.L.C., as General Partner

                                  By: TCW Asset Management Company, as
                                      its Managing Member


                                      By: /s/ Steven F. Strandberg
                                         -----------------------------
                                      Name: Steven F. Strandberg
                                      Title: Managing Director


                                      By: /s/ Mark D. Senkpiel
                                         -----------------------------
                                      Name: Mark D. Senkpiel
                                      Title: Managing Director


                           [Signature page continues]

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                              TCW SHARED OPPORTUNITY FUND III, L.P.

                              By: TCW Asset Management Company, its
                                  investment adviser


                                  By: /s/ Steven F. Strandberg
                                     ---------------------------------
                                  Name: Steven F. Strandberg
                                  Title: Managing Director


                                  By: /s/ F. Chace Brundige
                                     ---------------------------------
                                  Name: F. Chace Brundige
                                  Title: Vice President


                              SHARED OPPORTUNITY FUND IIB, L.L.C.

                              By: TCW Asset Management Company, as its
                                  Investment Adviser


                                  By: /s/ Steven F. Strandberg
                                     ---------------------------------
                                  Name: Steven F. Strandberg
                                  Title: Managing Director


                                  By: /s/ F. Chace Brundige
                                     ---------------------------------
                                  Name: F. Chace Brundige
                                  Title: Vice President

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                                   SCHEDULE I

                                  (PURCHASERS)

WestBridge Ventures, L.P.

TCW Leveraged Income Trust IV, L.P.

TCW Shared Opportunity Fund III, L.P.

Shared Opportunity Fund IIB, L.L.C.