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                                                                   EXHIBIT 10.22

                         VIEWLOCITY EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") dated December 20, 2002 (the
"Effective Date") is executed by and between VIEWLOCITY, INC. and its successors
and assigns (collectively "Viewlocity") and Michael Sherman ("Executive").

The parties agree as follows:

1.   EMPLOYMENT.

1.1.    EMPLOYMENT. Viewlocity hereby agrees to employ Executive, and Executive
        hereby agrees to be employed by Viewlocity, upon the terms and subject
        to the conditions set forth in this Agreement.

1.2.    TERM OF EMPLOYMENT. The period of Executive's employment under this
        Agreement shall begin as of the Effective Date and shall continue until
        terminated in accordance with Section 3 below. As used in this
        Agreement, the phrase "Employment Term" refers to Executive's period of
        employment from the date of this Agreement until the date his employment
        is terminated.

1.3.    DUTIES AND RESPONSIBILITIES.

        (a)  Viewlocity will employ Executive as its Chief Technology Officer.
             In such capacity, Executive shall perform the customary duties and
             have the customary responsibilities of such position and such other
             duties as may be assigned to Executive from time to time by Board
             of Directors of Viewlocity (the "Board") or Executive's direct
             superiors.

        (b)  Executive agrees to devote Executive's full business time,
             attention, skill, and effort exclusively to the performance of the
             duties that Viewlocity may assign Executive from time to time.
             Executive may not engage in any business activities or render any
             services of a business, commercial, or professional nature for
             compensation for the benefit of anyone other than Viewlocity,
             unless Viewlocity consents in writing, it being agreed that
             Viewlocity will not withhold its consent to any activity which is
             not competitive with Viewlocity's business and does not interfere
             with the performance by Executive of Executive's duties and
             obligations to Viewlocity under this Agreement. This Agreement does
             not prohibit the investment of a reasonable part of Executive's
             assets in the stock of a company whose stock is traded on a
             national stock exchange.

        (c)  Executive agrees (i) to comply with all applicable laws, rules and
             regulations, and all requirements of all applicable regulatory,
             self-regulatory, and administrative bodies; (ii) to comply with
             Viewlocity's rules, procedures, policies, requirements, and
             directions; and (iii) not to engage in any other business or
             employment without the written consent of Viewlocity except as
             otherwise specifically provided herein.

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1.4.    EMPLOYMENT AT WILL. Executive's employment under this Agreement may be
        terminated at any time by either party, at will. This Agreement does not
        alter the at-will employment relationship.

2.   COMPENSATION; EXPENSES; ADDITIONAL EMPLOYMENT BENEFITS.

2.1.    BASE SALARY. Effective as of the closing date of the Merger and
        Investment (as those terms are defined herein) and during the balance of
        the Employment Term, Viewlocity shall pay Executive a base salary at the
        annual rate of $180,000 per year or such rate as may be determined from
        time to time by the Board in its sole discretion ("Base Salary"). Such
        Base Salary shall be paid in accordance with Viewlocity's standard
        payroll practice for executives.

2.2.    BONUS. During the Employment Term, Executive shall be eligible to
        receive a cash bonus and/or commission in accordance with the terms and
        conditions set by the Board each year. The amount of the bonus will be
        determined based upon achievement of performance goals established by
        the Board in its sole discretion.

2.3.    STOCK OPTIONS.

        (a)  Executive will be eligible for consideration for grants of stock
             options in accordance with the terms and conditions of Viewlocity's
             Stock Option Plan (or successor stock option plan adopted by
             Viewlocity during the term of this Agreement). The decision as to
             whether to grant options under the plan to Executive (and, if so,
             how many) will be solely within the discretion of the Board.

        (b)  In the event that a Change in Control (as defined in Section 3.6(b)
             below) occurs during the Employment Term, then the vesting schedule
             applicable to any outstanding stock options granted to Executive
             shall be accelerated by 12 months as of the date of the Change in
             Control.

2.4.    BENEFIT PLANS; FRINGE BENEFITS. Executive shall be eligible to
        participate in or receive benefits under any pension plan, 401(k)
        savings plan, nonqualified deferred compensation plan, supplemental
        executive retirement plan, medical and dental benefits plan, life
        insurance plan, short-term and long-term disability plans, supplemental
        and/or incentive compensation plans, or any other employee benefit or
        fringe benefit plan, generally made available by Viewlocity to
        executives in accordance with the eligibility requirements of such plans
        and subject to the terms and conditions set forth in this Agreement.

2.5.    VACATION. Executive will receive three weeks paid vacation each year
        during the Employment Term.

2.6.    REIMBURSEMENT OF BUSINESS EXPENSES. Viewlocity will reimburse Executive
        for all reasonable business-related expenses incurred by Executive in
        the performance of his duties under this Agreement, provided that
        Executive presents vouchers for such expenses or other evidence thereof
        to Viewlocity in accordance with Viewlocity's general reimbursement
        policy in effect for Viewlocity's executives.

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3.   TERMINATION OF EMPLOYMENT.

Executive's employment under this Agreement may be terminated upon the
occurrence of any of the events under any of the circumstances set forth in this
Section 3. Upon termination, Executive (or his beneficiary or estate, as the
case may be) shall be entitled to receive the compensation and benefits
described in Section 4 below, and, if applicable, Section 5 below.

3.1.    DEATH. Executive's employment shall terminate upon Executive's death.

3.2.    TOTAL DISABILITY. Viewlocity may terminate Executive's employment upon
        his becoming "Totally Disabled". For purposes of this Agreement,
        Executive shall be "Totally Disabled" if the Board determines that
        Executive is physically or mentally incapacitated so as to render
        Executive incapable of performing the essential functions of Executive's
        job, even with reasonable accommodation. All determinations by the Board
        pursuant to this Section 3.2 will be final and binding upon Executive.

3.3.    TERMINATION FOR CAUSE. Viewlocity may terminate Executive's employment
        for "Cause" at any time after providing written notice to Executive.

        (a)  For purposes of this Agreement, the term "Cause" shall mean any of
             the following: (i) conviction of a crime (including conviction on a
             nolo contendere plea) involving the commission by Executive of a
             felony or of a criminal act involving, in the good faith judgment
             of Board fraud, dishonesty, or moral turpitude; (ii) deliberate and
             continual refusal to perform employment duties reasonably requested
             by Viewlocity or an affiliate after thirty (30) days' written
             notice by certified mail of such failure to perform, specifying
             that the failure constitutes cause (other than as a result of
             vacation, sickness, illness or injury); (iii) fraud or embezzlement
             determined in accordance with Viewlocity's normal, internal
             investigative procedures consistently applied in comparable
             circumstances; (iv) gross misconduct or gross negligence in
             connection with the business of Viewlocity or an affiliate which
             has a substantial adverse effect on Viewlocity or the affiliate;
             (v) a material breach of any of Executive's obligations under this
             Agreement, or (vi) breach of any of the covenants set forth in
             Sections 6 or 7 of this Agreement.

        (b)  Regardless of whether Executive's employment initially was
             considered to be terminated for any reason other than Cause,
             Executive's employment will be considered to have been terminated
             for Cause for purposes of this Agreement if the Board subsequently
             determines that Executive engaged in an act constituting Cause.

3.4.    TERMINATION BY VIEWLOCITY WITHOUT CAUSE. Viewlocity may terminate
        Executive's employment under this Agreement without Cause after
        providing written notice to Executive.

3.5.    TERMINATION BY EXECUTIVE. Executive may terminate his employment under
        this Agreement after providing fifteen days' written notice to
        Viewlocity.

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3.6.    TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate his
        employment under this Agreement for "Good Reason" after providing
        written notice to Viewlocity.

        (a)  GOOD REASON. Termination of employment by Executive for "Good
             Reason" shall be deemed to have occurred only if Executive provides
             written notice of termination within one month after the occurrence
             of any of the following:

             (i)    A reduction in Executive's Base Salary by more than 15%.

             (ii)   The failure by Viewlocity to obtain an assumption of the
                    obligations of Viewlocity under this Agreement by any
                    successor to Viewlocity.

        (b)  CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
             Control" shall be deemed to have occurred as of the first day any
             one or more of the following conditions shall be have been
             satisfied:

             (i)    Any person (other than any investor (as defined below), a
                    trustee or other fiduciary holding securities under an
                    employee benefit plan of Viewlocity, or a corporation owned
                    directly or indirectly by the stockholders of Viewlocity in
                    substantially the same proportions as their ownership of
                    stock of Viewlocity), becomes the beneficial owner, directly
                    or indirectly, of securities of Viewlocity representing a
                    controlling interest of the combined voting power of
                    Viewlocity's then outstanding securities; or

             (ii)   The stockholders of Viewlocity approve: (A) a plan of
                    complete liquidation of Viewlocity; or (B) an agreement for
                    the sale or disposition of all or substantially all
                    Viewlocity's assets; or (C) a merger, consolidation, or
                    reorganization of Viewlocity with or involving any other
                    corporation, other than a merger, consolidation, or
                    reorganization that would result in the voting securities of
                    Viewlocity outstanding immediately prior thereto continuing
                    to represent (either by remaining outstanding or by being
                    converted into voting securities of the surviving entity) at
                    least fifty percent (50%)of the combined voting power of the
                    voting securities of Viewlocity (or such surviving entity)
                    immediately after such merger, consolidation, or
                    reorganization.

             (iii)  The parties agree and acknowledge that: (i) Viewlocity has
                    executed a merger agreement with SynQuest, Inc. (the
                    "Merger"); and (ii) the Merger is coupled with an investment
                    into the surviving entity (resulting from the Merger) by
                    existing and new investors (the "Investment").
                    Notwithstanding any other term of this Agreement, in no
                    event shall a Change in Control be deemed to occur upon any
                    agreement for the sale or disposition of all or
                    substantially all Viewlocity's assets, merger,
                    consolidation, reorganization or recapitalization in any way
                    connected with or relating to the Merger or Investment (each
                    an "Exempt Transaction"). The Board shall have the right, in
                    its sole and final

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                    discretion, to determine whether any transaction(s) shall be
                    deemed an Exempt Transaction.

3.7.    NOTICE OF TERMINATION. Any termination of Executive's employment by
        Viewlocity or by Executive (other than by reason of Executive's death)
        shall be communicated by written Notice of Termination to the other
        party in accordance with Section 12 below. For purposes of this
        Agreement, a "Notice of Termination" shall mean a notice in writing
        which shall indicate the specific termination provision in this
        Agreement relied upon to terminate Executive's employment and shall set
        forth in reasonable detail the facts and circumstances claimed to
        provide a basis for termination of Executive's employment under the
        provision so indicated.

3.8.    DATE OF TERMINATION. The effective date of Executive's termination of
        employment (the "Termination Date") shall be (i) in the event of his
        death, the date of death; (ii) in the event of termination for Total
        Disability, thirty (30) days after Notice of Termination is given
        (provided that Executive shall not have returned to the performance of
        his duties on a full-time basis during such 30-day period); and (iii) in
        the event of any other termination, the date specified in the Notice of
        Termination.

4.   COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.

Upon termination of Executive's employment under this Agreement, Executive (or
his designated beneficiary or estate, as the case may be) shall be entitled to
receive the following compensation:

4.1.    EARNED BUT UNPAID COMPENSATION. Viewlocity shall pay Executive any
        accrued but unpaid Base Salary, bonus and/or commission, as applicable,
        for services rendered to the date of termination, any accrued but unpaid
        expenses required to be reimbursed under this Agreement, and any
        vacation accrued to the date of termination.

4.2.    OTHER COMPENSATION AND BENEFITS. Except as may be provided under this
        Agreement,

        (a)  any benefits to which Executive may be entitled pursuant to the
             plans, policies and arrangements referred to in Section 2.3 and 2.4
             above shall be determined and paid in accordance with the terms of
             such plans, policies and arrangements, and

        (b)  Executive shall have no right to receive any other compensation, or
             to participate in any other plan, arrangement or benefit, with
             respect to future periods after such termination or resignation.

4.3.    SET-OFF. If Executive has any outstanding obligations to Viewlocity at
        the time this Agreement terminates for any reason, Executive
        acknowledges that Viewlocity is authorized to deduct any amounts owed to
        Viewlocity from Executive's final paycheck and/or from any amounts that
        would otherwise be due to Executive.

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5.   ADDITIONAL COMPENSATION PAYABLE FOLLOWING TERMINATION WITHOUT CAUSE OR
     TERMINATION FOR GOOD REASON.

5.1.    REQUIREMENTS FOR ADDITIONAL COMPENSATION. In addition to the
        compensation set forth in Section 4 above, Executive will receive the
        additional compensation and benefits set forth in Section 5.2 below, if
        the following requirements are met:

        (a)  Executive's employment is terminated by Viewlocity pursuant to
             Section 3.4 above for reasons other than death, Total Disability or
             Cause, or Executive terminates employment for Good Reason pursuant
             to Section 3.6 above; and

        (b)  Executive executes a separation agreement and release in a form
             satisfactory to Viewlocity on or after his Termination Date.

5.2.    ADDITIONAL COMPENSATION. Viewlocity shall provide Executive with the
        following compensation and benefits:

        (a)  BASE SALARY. Viewlocity shall pay Executive his full base salary as
             determined under Section 2.1 at the rate in effect on his
             Termination Date, as if his employment had continued until the end
             of (i) 9-month period following the Termination Date if Viewlocity
             terminates Executive's employment pursuant to Section 3.4 above for
             reasons other than death or Total Disability, or (ii) 9-month
             period following the Termination Date if Executive terminates
             employment for Good Reason pursuant to Section 3.6 above. Any such
             payment shall be made at the same time and in the same manner as
             such compensation had been paid prior to such termination of
             employment.

        (b)  GROUP HEALTH BENEFITS. If Executive elects to continue group health
             benefits coverage in accordance with the COBRA coverage
             continuation requirements, Viewlocity will pay the full cost of the
             COBRA coverage premiums during the time period beginning on the
             Termination Date and ending on the earlier of the last day of the
             7-month period following the Termination Date or the date such
             COBRA coverage terminates.

        (c)  ACCELERATION OF STOCK OPTION VESTING FOLLOWING A CHANGE IN CONTROL.
             In the event that Executive's Termination Date occurs after the
             occurrence of a Change in Control (as defined in Section 3.6(b)
             above), then all outstanding stock options granted to Executive
             shall become vested and immediately exercisable as of the
             Termination Date.

6.   WORK PRODUCT.

6.1.    Executive's employment duties may include inventing in areas directly or
        indirectly related to the business of the Company or to a line of
        business that the Company may reasonably be interested in pursuing. All
        Work Product shall constitute work made for hire. If (a) any of the Work
        Product may not be considered work made for hire, or (b) ownership of
        all right, title, and interest to the legal rights in and to the Work
        Product will not vest exclusively in Viewlocity, then, without further
        consideration, Executive assigns

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        all presently-existing Work Product to Viewlocity, and agrees to assign,
        and automatically assign, all future Work Product to Viewlocity.

6.2.    Viewlocity will have the right to obtain and hold in its own name
        copyrights, patents, design registrations, proprietary database rights,
        trademarks, rights of publicity, and any other protection available in
        the Work Product. At Viewlocity's request, Executive agrees to perform,
        during or after Executive's employment with Viewlocity, any acts to
        transfer, perfect and defend the Viewlocity's ownership of the Work
        Product, including, but not limited to: (a) executing all documents
        (including a formal assignment to Viewlocity) necessary for filing an
        application or registration for protection of the Work Product (an
        "Application"), (b) explaining the nature of the Work Product to persons
        designated by Viewlocity, (c) reviewing Applications and other related
        papers, or (iv) providing any other assistance reasonably required for
        the orderly prosecution of Applications.

6.3.    Executive agrees to provide Viewlocity with a written description of any
        Work Product in which Executive is involved (solely or jointly with
        others) and the circumstances surrounding the creation of such Work
        Product.

7.   RESTRICTIVE COVENANTS.

Executive acknowledges that the restrictions contained in this Section 7 are
reasonable and necessary to protect the legitimate business interests of
Viewlocity, and will not impair or infringe upon Executive's right to work or
earn a living after Executive's employment with Viewlocity ends.

7.1.    TRADE SECRETS AND CONFIDENTIAL INFORMATION. Executive represents and
        warrants that: (a) Executive is not subject to any legal or contractual
        duty or agreement that would prevent or prohibit Executive from
        performing Executive's duties for Viewlocity or otherwise complying with
        this Agreement, and (b) Executive is not in breach of any legal or
        contractual duty or agreement, including any agreement concerning trade
        secrets or confidential information owned by any other party.

        (a)  Executive agrees that Executive will not: (i) use, disclose, or
             reverse engineer the Trade Secrets or the Confidential Information
             for any purpose other than Viewlocity's Business, except as
             authorized in writing by Viewlocity; (ii) during Executive's
             employment with Viewlocity use, disclose, or reverse engineer (A)
             any confidential information or trade secrets of any former
             employer or third party, or (B) any works of authorship developed
             in whole or in part by Executive during any former employment or
             for any other party, unless authorized in writing by the former
             employer or third party; or (iii) upon Executive's resignation or
             termination (A) retain Trade Secrets or Confidential Information,
             including any copies existing in any form (including electronic
             form), which are in Executive's possession or control, or (B)
             destroy, delete, or alter the Trade Secrets or Confidential
             Information without Viewlocity's written consent.

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        (b)  The obligations under this Section 7.1 shall: (i) with regard to
             the Trade Secrets, remain in effect as long as the information
             constitutes a trade secret under applicable law, and (ii) with
             regard to the Confidential Information, remain in effect during the
             Restricted Period.

        (c)  The confidentiality, property, and proprietary rights protections
             available in this Agreement are in addition to, and not exclusive
             of, any and all other rights to which Viewlocity is entitled under
             federal and state law, including, but not limited to, rights
             provided under copyright laws, trade secret and confidential
             information laws, and laws concerning fiduciary duties.

7.2.    NON-SOLICITATION OF CUSTOMERS. During the Restricted Period, Executive
        will not directly or indirectly solicit any Customer of Viewlocity for
        the purpose of providing supply chain software and related services
        competitive with the Business. The restrictions set forth in this
        Section 7.2 apply only to the Customers with whom Executive had Contact.

7.3.    NON-RECRUITMENT OF EMPLOYEES. During the Restricted Period, Executive
        will not directly or indirectly solicit, recruit or induce any Employee
        with whom Executive had contact to (a) terminate his or her employment
        relationship with Viewlocity or (b) work for any other person or entity
        engaged in the Business.

7.4.    RETURN OF MATERIALS. Upon the request of Viewlocity and, in any event,
        upon the termination of Executive's employment, Executive must return to
        Viewlocity and leave at Viewlocity's disposal all laptop computers,
        phones, pagers and other tangible property of Viewlocity, together with
        all memoranda, notes, records, drawings, manuals, computer programs,
        documentation, diskettes, computer tapes, and other documents or media
        pertaining to the business of Viewlocity or Executive's specific duties
        for Viewlocity, including all copies of such materials. Executive must
        also return to Viewlocity and leave at Viewlocity's disposal all
        materials involving any Trade Secrets of Viewlocity. This Section 7.4 is
        intended to apply to all materials made or compiled by Executive, as
        well as to all materials furnished to Executive by anyone else in
        connection with Executive's employment.

7.5.    DEFINITIONS. For purposes of this Section 7 -

        (a)  "Business" means the business of supply chain software and related
             services.

        (b)  "Confidential Information" means (a) information of Viewlocity, to
             the extent not considered a Trade Secret under applicable law, that
             (i) relates to the business of Viewlocity, (ii) possesses an
             element of value to Viewlocity, (iii) is not generally known to
             Viewlocity's competitors, and (iv) would damage Viewlocity if
             disclosed, and (b) information of any third party provided to
             Viewlocity which Viewlocity is obligated to treat as confidential.
             Confidential Information includes, but is not limited to, (i)
             future business plans, (ii) the composition, description, schematic
             or design of products, future products or equipment of Viewlocity,
             (iii) communication systems, audio systems, system designs and
             related documentation, (iv) advertising or marketing plans, (v)
             information

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             regarding independent contractors, employees, clients and customers
             of Viewlocity, and (vi) information concerning Viewlocity's
             financial structure and methods and procedures of operation.
             Confidential Information shall not include any information that (i)
             is or becomes generally available to the public other than as a
             result of an unauthorized disclosure, (ii) has been independently
             developed and disclosed by others without violating this Agreement
             or the legal rights of any party, or (iii) otherwise enters the
             public domain through lawful means.

        (c)  "Contact" means any interaction between Executive and a Customer
             which (i) takes place in an effort to establish, maintain, and/or
             further a business relationship on behalf of Viewlocity and (ii)
             occurs during the last year of Executive's employment with
             Viewlocity (or during Executive's employment if employed less than
             a year).

        (d)  "Customer" means any person or entity to whom Viewlocity has sold
             its products or services, or solicited to sell its products or
             services.

        (e)  "Employee" means any person who (i) is employed by Viewlocity at
             the time Executive's employment with Viewlocity ends, (ii) was
             employed by Viewlocity during the last year of Executive's
             employment with Viewlocity (or during Executive's employment if
             employed less than a year), or (iii) is employed by Viewlocity
             during the Restricted Period.

        (f)  "Restricted Period" means the time period during Executive's
             employment with Viewlocity, and for one year after Executive's
             employment with Viewlocity ends.

        (g)  "Trade Secrets" means information of Viewlocity, and its licensors,
             suppliers, clients and customers, without regard to form,
             including, but not limited to, technical or nontechnical data, a
             formula, a pattern, a compilation, a program, a device, a method, a
             technique, a drawing, a process, financial data, financial plans,
             product plans, or a list of actual or potential customers or
             suppliers which is not commonly known by or available to the public
             and which information (i) derives economic value, actual or
             potential, from not being generally known to, and not being readily
             ascertainable by proper means by, other persons who can obtain
             economic value from its disclosure or use, and (ii) is the subject
             of efforts that are reasonable under the circumstances to maintain
             its secrecy.

8.   ENFORCEMENT OF COVENANTS.

8.1.    TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Executive
        agrees that in the event that Viewlocity determines that he has breached
        any of the covenants set forth in Section 6 or 7 above during his
        employment, Viewlocity shall have the right to terminate his employment
        for Cause. In addition, Executive agrees that if Viewlocity determines
        that he has breached any of the covenants set forth in Section 6 or 7 at
        any time, Viewlocity shall have the right to discontinue any or all
        remaining benefits payable pursuant to Section 5 above, as applicable.
        Such termination of employment or

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        discontinuance of benefits shall be in addition to and shall not limit
        any and all other rights and remedies that Viewlocity may have against
        Executive.

8.2.    RIGHT TO INJUNCTION. Executive acknowledges that a breach of the
        covenants set forth in Section 6 or 7 above will cause irreparable
        damage to Viewlocity with respect to which Viewlocity's remedy at law
        for damages will be inadequate. Therefore, in the event of breach or
        anticipatory breach of the covenants set forth in this section by
        Executive, Executive and Viewlocity agree that Viewlocity shall be
        entitled to the following particular forms of relief, in addition to
        remedies otherwise available to it at law or equity: (a) injunctions,
        both preliminary and permanent, enjoining or retraining such breach or
        anticipatory breach and Executive hereby consents to the issuance
        thereof forthwith and without bond by any court of competent
        jurisdiction; provided, however, that if such court requires a bond
        despite the terms hereof, Executive agrees and stipulates that a $10,000
        bond shall be sufficient; and (b) recovery of all reasonable sums
        expended and costs, including reasonable attorney's fees, incurred by
        Viewlocity to enforce the covenants set forth in Section 6 or 7.

8.3.    SEPARABILITY OF COVENANTS. The covenants contained in Sections 6 and 7
        above constitute a series of separate covenants, one for each applicable
        State in the United States and the District of Columbia, and one for
        each applicable foreign country. If in any judicial proceeding, a court
        shall hold that any of the covenants set forth in Section 6 or 7
        permitted by applicable laws, Executive and Viewlocity agree that such
        provisions shall and are hereby reformed to the maximum time,
        geographic, or occupational limitations permitted by such laws. Further,
        in the event a court shall hold unenforceable any of the separate
        covenants deemed included herein, then such unenforceable covenant or
        covenants shall be deemed eliminated from the provisions of this
        Agreement for the purpose of such proceeding to the extent necessary to
        permit the remaining separate covenants to be enforced in such
        proceeding. Executive and Viewlocity further agree that the covenants in
        Sections 6 and 7 shall each be construed as a separate agreement
        independent of any other provisions of this Agreement, and the existence
        of any claim or cause of action by Executive against Viewlocity whether
        predicated on this Agreement or otherwise, shall not constitute a
        defense to the enforcement by Viewlocity of any of the covenants set
        forth in Section 6 or 7.

9.   SUCCESSORS AND ASSIGNMENT.

Except as otherwise provided in this Agreement, this Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, representatives, successors and assigns.

9.1.    VIEWLOCITY SUCCESSOR. Viewlocity shall require any person (or persons
        acting as a group) who acquires ownership or effective control of
        Viewlocity or ownership of a substantial portion of the business or
        assets of Viewlocity (whether direct or indirect, by purchase, merger,
        consolidation or otherwise) expressly to assume and agree to perform
        this Agreement in the same manner and to the same extent as Viewlocity
        would be required to perform it if no such acquisition had taken place.
        As used in this Agreement, "Viewlocity" shall mean Viewlocity as defined
        in the first sentence of this Agreement

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        and any person (or group) who acquires ownership or effective control of
        Viewlocity or ownership of a substantial portion of the business or
        assets of Viewlocity or which otherwise becomes bound by all the terms
        and provisions of this Agreement, whether by the terms hereof, by
        operation of law or otherwise.

9.2.    ASSIGNMENT BY EXECUTIVE. The rights and benefits of Executive under this
        Agreement are personal to him and no such right or benefit shall be
        subject to voluntary or involuntary alienation, assignment or transfer;
        provided, however, that nothing in this Section 9.2 shall preclude
        Executive from designating a beneficiary or beneficiaries to receive any
        benefit payable on his death.

10.  ENTIRE AGREEMENT; AMENDMENT.

This Agreement shall supersede any and all existing oral or written agreements,
representations, or warranties between Executive and Viewlocity or any of its
subsidiaries or affiliated entities relating to the terms of Executive's
employment. It may not be amended except by a written agreement signed by both
parties.

11.  GOVERNING LAW; JURISDICTION AND VENUE.

11.1.   GOVERNING LAW. This Agreement shall be governed by and construed in
        accordance with the domestic substantive laws of the State of Georgia,
        without giving effect to any conflicts or choice of laws rule or
        provision that would result in the application of the domestic
        substantive laws of any other jurisdiction.

11.2.   CONSENT TO JURISDICTION AND VENUE. Executive agrees that any claim
        arising out of or relating to this Agreement shall be (a) brought in the
        Superior Court of Fulton County, Georgia, or (b) brought in or removed
        to the United States District Court for the Northern District of
        Georgia, Atlanta Division. Executive consents to the personal
        jurisdiction of the courts identified above. Executive waives (i) any
        objection to jurisdiction or venue, or (ii) any defense claiming lack of
        jurisdiction or improper venue, in any action brought in such courts.

12.  NOTICES.

Any notice, consent, request or other communication made or given in connection
with this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by registered or certified mail, return receipt
requested, or by facsimile or by hand delivery, to those listed below at their
following respective addresses or at such other address as each may specify by
notice to the others:

        To Viewlocity:

        Viewlocity, Inc.
        3475 Piedmont Road
        Suite 1700
        Atlanta, Georgia 30305
        Attention: CEO

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        To Executive:

        At the address set forth below

13.  MISCELLANEOUS.

13.1.   NON-DISCLOSURE OF AGREEMENT TERMS. Executive agrees that he will not
        disclose the terms of this Agreement to any third party other than his
        immediate family, attorney, accountants, or other consultants or
        advisors or except as may be required by any governmental authority.

13.2.   NO CLAIM AGAINST ASSETS. Nothing in this Agreement shall be construed as
        giving Executive any claim against any specific assets of Viewlocity or
        as imposing any trustee relationship upon Viewlocity in respect of
        Executive. Viewlocity shall not be required to establish a special or
        separate fund or to segregate any of its assets in order to provide for
        the satisfaction of its obligations under this Agreement. Executive's
        rights under this Agreement shall be limited to those of an unsecured
        general creditor of Viewlocity and its affiliates.

13.3.   WITHHOLDING OF TAXES. Viewlocity shall withhold from any compensation
        and benefits payable under this Agreement all applicable federal, state,
        local, or other taxes.

13.4.   WAIVER. The failure of a party to insist upon strict adherence to any
        term of this Agreement on any occasion shall not be considered a waiver
        thereof or deprive that party of the right thereafter to insist upon
        strict adherence to that term or any other term of this Agreement.

13.5.   SEPARABILITY. If any term or provision of this Agreement, other than
        Section 6, 7 or 8 above, is declared illegal or unenforceable by any
        court of competent jurisdiction and cannot be modified to be
        enforceable, such term or provision shall immediately become null and
        void, leaving the remainder of this Agreement in full force and effect.

13.6.   HEADINGS. Section headings are used herein for convenience of reference
        only and shall not affect the meaning of any provision of this
        Agreement.

13.7.   RULES OF CONSTRUCTION. Whenever the context so requires, the use of the
        singular shall be deemed to include the plural and vice versa.

13.8.   COUNTERPARTS. This Agreement may be executed in any number of
        counterparts, each of which so executed shall be deemed to be an
        original, and such counterparts will together constitute but one
        Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year set forth below.

VIEWLOCITY, INC.                             EXECUTIVE

By: /s/ C. Jeffrey Simpson                    /s/ Michael Sherman
    ----------------------------------       ----------------------------------

Name:  C. Jeffrey Simpson                    Date: 12/20/02
     ---------------------------------            ------------------------------

Title: Chairman and CEO                      Address:
     ---------------------------------               ---------------------------

Date: 12/20/02
      ---------------------------------     -----------------------------------

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