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EXHIBIT 10.28
May 24, 2000
Viewlocity, Inc.
3475 Piedmont Road
Atlanta, GA 30305
Attn: Gregory Cronin
Dear Greg:
Reference is made to that certain Series B Convertible Preferred Stock
Purchase Warrant numbed B-4, dated as of April 9, 1999, by and between
Viewlocity, Inc. ("Viewlocity") and Battery Investment Partners IV, LLC
("Battery Investment Partners"), as amended by the First Amendment to Series B
Convertible Preferred Stock Purchase Warrant, dated as of May __, 2000, by and
between Viewlocity and Battery Ventures (the "Warrant"). Battery Investment
Partners hereby irrevocably covenants and agrees that immediately prior to the
closing of an Initial Public Offering by Viewlocity, Battery Investment Partners
will exercise the Warrant in full in accordance with the terms of the Warrant.
Battery Investment Partners hereby exercises its net issue election pursuant to
Section 1(b) of the Warrant with the fair market value for purposes of such
election being equal to the price to the public in the Initial Public Offering.
All capitalized terms used but not otherwise defined in this letter
agreement shall have the meanings assigned to them in the Agreement.
Sincerely,
Battery Investment Partners IV, LLC
By: /s/ Oliver D. Curme
_______________________________
Name: Oliver D. Curme
______________________________
Title: Member Manager
_____________________________
Accepted and Agreed:
Viewlocity, Inc.
By: /s/ Stan F. Stoudenmire
_________________________
Title: Sr. VP and Secretary
______________________
