SYNQUEST INC
EX-10.12 LETTER AGREEMENT
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<TYPE>EX-10.12
<SEQUENCE>12
<FILENAME>g78401exv10w12.txt
<DESCRIPTION>EX-10.12 LETTER AGREEMENT
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                                                                  EXHIBIT 10.12

May 20, 2002


Ronald Nall
Officer of SynQuest, Inc.

                  Re:      Letter Agreement ("Letter Agreement") to Amend Your
                           Employment Agreement ("Employment Agreement") with
                           SynQuest, Inc. (together with any successor in
                           interest "SynQuest")

Dear Ron:

         The Compensation Committee of the Board of Directors recognizes that
key employees like you made a decision to work with SynQuest in large part due
to your colleagues on the management team. During certain times where the
specter of merger, acquisition, or other similar major corporate event looms --
the makeup of the management team going forward may not be clear. SynQuest
values your continued service, especially in such times. We understand that you
may feel it is in your best interests during such times to look for other
employment (and possibly to accept another position) to protect yourself
against the risk of possibly having to work with a new management team with
which you believe there is not a good fit for you. Accordingly, SynQuest is
pleased to offer you additional protection under your Employment Agreement to
ease that potential concern to encourage you to remain with SynQuest until the
potentially major corporate event consummates or ceases to exist.

         If both a "Major Event" (defined below) and a "Top Management Change"
(defined below) occur, you will have the rights described in this Letter
Agreement. If a "Major Event" occurs on or before June 30, 2003, you will have
a period of thirty (30) days beginning on the later of (a) the "Top Management
Change" is announced (or if not announced, the date it occurs), or (b) the date
the Major Event occurs, to evaluate the new management team with SynQuest. To
the extent you choose to terminate your employment for any reason within that
thirty (30) day period, your termination will be considered a "No Cause
Termination Event" under your Employment Agreement. Accordingly, you will
receive all benefits afforded a No Cause Termination Event - including the
payments described in Section 6.6 of your Employment Agreement. Your written
notice of your decision to terminate your employment delivered to the Chief
Executive Officer or President of SynQuest will satisfy the notice requirement
under Article 4 of your Employment Agreement in addition to the means described
in your Employment Agreement.

         A "Major Event" means the consummation of any of

         (a) the sale of all or substantially all of the assets of SynQuest,
             whether in a single transaction or in a series of related
             transactions occurring within any single 12 month period,


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         (b) the sale by one or more shareholders of SynQuest, in a single
             transaction or in series of transactions occurring within any
             single 12 month period, of more than 50% of the issued and
             outstanding capital stock of SynQuest, or

         (c) a merger, reorganization, exchange of stock or other securities,
             or other business combination between SynQuest and another
             corporation, trust or other business entity which results in
             (either immediately or in connection with a related financing
             transaction, if any) the shareholders of SynQuest as of the
             date of this Letter Agreement (in proportion to the percentage of
             SynQuest capital stock they currently hold) owning less than 51% of
             the total issued and outstanding capital stock of the surviving
             entity (calculated by treating the excess acquired in the
             transactions over the amount needed to otherwise maintain the
             shareholder's proportionate holdings as being held by a
             non-shareholder) on the date immediately after all of the related
             transactions have consummated.

         A "Top Management Change" means any of the titles, roles or
responsibilities of either of the current (a) Chairman and Chief Executive
Officer or (b) President and Chief Operating Officer changing within the time
period beginning on the date that is six months prior to a Major Event and
ending on the date that is four months after a Major Event.

         SynQuest represents that the Compensation Committee of the Board of
Directors has approved this Letter Agreement and that this Letter Agreement
will be binding on SynQuest. SynQuest intends that this Letter Agreement
amending your Employment Agreement will provide you with an additional benefit
under your Employment Agreement. Accordingly, nothing in this Letter Agreement
will be construed to limit or impair any other benefit afforded you in your
Employment Agreement. This Letter Agreement will be governed by and enforced
under the laws of Georgia.

         We hope that this Letter Agreement helps you to decide to remain with
SynQuest.


                                   Sincerely,



                                      /s/ Joe Trino
                                   -----------------------------------
                                      Joe Trino
                                      Chairman of the Board of Directors


I acknowledge and accept the terms of this Letter Agreement and understand that
this Letter Agreement constitutes an amendment to my Employment Agreement.



X:       /s/ Ronald Nall
   --------------------------------
         Ronald Nall

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