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                                                                   EXHIBIT 10.34

                            NEGATIVE PLEDGE AGREEMENT

          This Negative Pledge Agreement is made as of December 27, 2002, by and
between VIEWLOCITY, INC. ("Borrower") and SILICON VALLEY BANK ("Bank").

          In connection with, among other documents, the Loan and Security
Agreement (the "Loan Documents") being concurrently executed herewith between
Borrower and Bank, Borrower agrees as follows:

          1.   Borrower shall not sell, transfer, assign, mortgage, pledge,
               lease, grant a security interest in, or encumber, or enter into
               any agreement, document, instrument or other arrangement (except
               with or in favor of the Bank and except as permitted by the Loan
               Documents, including without limitation the Liens existing on the
               Closing Date and disclosed to and accepted by the Bank in writing
               as set forth on the Schedule to Loan and Security Agreement) with
               any Person which directly or indirectly prohibits or has the
               effect of prohibiting Borrower from selling, transferring,
               assigning, mortgaging, pledging, leasing, granting a security
               interest in or upon, or encumbering any of Borrower's personal
               property, including, without limitation, the following:

               a.   All goods and equipment as defined in the Uniform Commercial
                    Code now owned or hereafter acquired, including, without
                    limitation, all machinery, fixtures, vehicles (including
                    motor vehicles and trailers), and any interest in any of the
                    foregoing, and all attachments, accessories, accessions,
                    replacements, substitutions, additions, and improvements to
                    any of the foregoing, wherever located;

               b.   All inventory as defined in the Uniform Commercial Code and
                    includes, now owned or hereafter acquired, including,
                    without limitation, all merchandise, raw materials, parts,
                    supplies, packing and shipping materials, work in process
                    and finished products including such inventory as is
                    temporarily out of Borrower's custody or possession or in
                    transit and including any returns upon any accounts or other
                    Proceeds, , resulting from the sale or disposition of any of
                    the foregoing and any documents of title representing any of
                    the above;

               c.   All contract rights and general intangibles now owned or
                    hereafter acquired, including, without limitation, goodwill,
                    trademarks, servicemarks, trade styles, trade names,
                    patents, patent applications, leases, license agreements,
                    franchise agreements, blueprints, drawings, purchase orders,
                    customer lists, route lists, infringements, claims, computer
                    programs, computer discs, computer tapes, literature,
                    reports, catalogs, design rights, income tax refunds,
                    payments of insurance and rights to payment of any kind;

               d.   All letter-of-credit rights (whether or not the letter of
                    credit is evidenced by a writing);

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

               f.   All mask works or similar rights available for the
                    protection of semiconductor chips, now owned or hereafter
                    acquired;

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

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

               i.   All patents, patent applications and like protections
                    including, without limitation, improvements, divisions,
                    continuations, renewals, reissues, extensions and
                    continuations-in-part of the same, including without
                    limitation the patents and patent applications;

               j.   Any trademark and servicemark rights, whether registered or
                    not, applications to register and registrations of the same
                    and like protections, and the entire goodwill of the
                    business of Borrower connected with and symbolized by such
                    trademarks;

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

               l.   All licenses or other rights to use any of the Copyrights,
                    Patents or Trademarks, and all license fees and royalties
                    arising from such use to the extent permitted by such
                    license or rights; and

               m.   All amendments, extensions, renewals and extensions of any
                    of the Copyrights, Trademarks or Patents; and

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

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

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

                                       BORROWER:

                                       VIEWLOCITY, INC.


                                       By: /s/ L. Allen Plunk
                                          -----------------------------------
                                          Name: L. Allen Plunk
                                          Title: EVP and CFO


                                       BANK:

                                       SILICON VALLEY BANK


                                       By: /s/ Alan Spurgin
                                          -----------------------------------
                                          Name: Alan Spurgin
                                          Title: Vice President