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                            REVOLVING PROMISSORY NOTE

$20,000,000                                                     Reston, Virginia
                                                                January 14, 2003

        FOR VALUE RECEIVED, MANUGISTICS GROUP, INC., a corporation organized
under the laws of the State of Delaware (the "Company"), MANUGISTICS, INC., a
corporation organized under the laws of the State of Delaware and MANUGISTICS
ATLANTA, INC., a corporation organized under the laws of the State of Delaware
(each a "Borrower" and collectively, the "Borrowers") jointly and severally
promise to pay to the order of SILICON VALLEY BANK, a California-chartered bank
doing business in Virginia as "Silicon Valley East" ("Bank"), at such place as
the holder hereof may designate, in lawful money of the United States of
America, the aggregate unpaid principal amount of all advances ("Advances") made
by Bank to any Borrower in accordance with the terms and conditions of the Loan
Agreement among Borrowers and Bank of even date herewith (as amended from time
to time (the "Loan Agreement"), up to a maximum principal amount of Twenty
Million Dollars ($20,000,000) ("Principal Sum"), or so much thereof as may be
advanced or readvanced and remains unpaid. Borrowers shall also pay interest on
the aggregate unpaid principal amount of such Advances, as follows:

        Commencing as of the date hereof and continuing until repayment in full
of all sums due hereunder, the unpaid Principal Sum shall bear interest at the
variable rate of interest, per annum, most recently announced by Bank as its
"prime rate," whether or not such announced rate is the lowest rate available
from Bank (the "Prime Rate"), plus one half of one percent (.50%) per annum. The
rate of interest charged under this Note shall change immediately and
contemporaneously with any change in the Prime Rate. All interest payable under
the terms of this Note shall be calculated on the basis of a 360-day year and
the actual number of days elapsed.

        The unpaid Principal Sum, together with interest thereon at the rate or
rates provided above, shall be payable as follows:

                (a)     Interest only on the unpaid principal amount shall be
due and payable monthly in arrears, commencing February 5, 2003, and continuing
on the fifth (5th) day of each calendar month thereafter to maturity; and

                (b)     Unless sooner paid, the unpaid Principal Sum, together
with interest accrued and unpaid thereon, shall be due and payable in full on
the Revolving Maturity Date.


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        The fact that the balance hereunder may be reduced to zero from time to
time pursuant to the Loan Agreement will not affect the continuing validity of
this Note or the Loan Agreement, and the balance may be increased to the
Principal Sum after any such reduction to zero.

        Each Borrower hereby represents, agrees and covenants that the
Obligations evidenced hereby are deemed "Designated Senior Indebtedness" for
purposes of that certain Indenture between the Company and State Street Bank and
Trust Company dated October 20, 2000, as the same may be amended, restated or
otherwise modified from time to time.

        This Note is the "Revolving Promissory Note" described in the Loan
Agreement, to which reference is hereby made for a more complete statement of
the terms and conditions under which the Advances and Credit Extensions
evidenced hereby are made. This Note may be secured as provided in the Loan
Agreement. All capitalized terms used herein and not otherwise defined shall
have the meanings given to such terms in the Loan Agreement.

        Each Borrower irrevocably waives the right to direct the application of
any and all payments at any time hereafter received by Bank from or on behalf of
any Borrower and each Borrower irrevocably agrees that Bank shall have the
continuing exclusive right to apply any and all such payments against the then
due and owing obligations of either Borrower as Bank may deem advisable. In the
absence of a specific determination by Bank with respect thereto, all payments
shall be applied in the following order: (a) then due and payable fees and
expenses; (b) then due and payable interest payments and mandatory prepayments;
and (c) then due and payable principal payments and optional prepayments.

        Bank is hereby authorized by each Borrower to endorse on Bank's books
and records each Advance made by Bank under this Note and the amount of each
payment or prepayment of principal of each such Advance received by Bank; it
being understood, however, that failure to make any such endorsement (or any
error in notation) shall not affect the joint and several obligations of each
Borrower with respect to Advances made hereunder, and payments of principal by
any Borrower shall be credited to Borrowers notwithstanding the failure to make
a notation (or any errors in notation) thereof on such books and records.

        The occurrence of any one or more of the following events shall
constitute an event of default (individually, an "Event of Default" and
collectively, the "Events of Default") under the terms of this Note:

                (a)     The failure of either Borrower to pay to Bank within
three (3) Business Days of when due any and all amounts payable by either
Borrower to Bank under the terms of this Note; or


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                (b)     The occurrence of an Event of Default (as defined
therein) under the terms and conditions of any of the other Loan Documents.

        Upon the occurrence of an Event of Default, at the option of Bank, all
amounts payable by either Borrower to Bank under the terms of this Note shall
immediately become due and payable by Borrowers to Bank without notice to any
Borrower or any other Person, and Bank shall have all of the rights, powers, and
remedies available under the terms of this Note, any of the other Loan Documents
and all applicable laws. Each Borrower and all endorsers, guarantors, and other
parties who may now or in the future be primarily or secondarily liable for the
payment of the indebtedness evidenced by this Note hereby severally waive
presentment, protest and demand, notice of protest, notice of demand and of
dishonor and non-payment of this Note and expressly agree that this Note or any
payment hereunder may be extended from time to time without in any way affecting
the joint and several liability of Borrowers, guarantors and endorsers.

        Until such time as Bank is not committed to extend further credit to the
Borrowers and all Obligations of the Borrowers to Bank have been indefeasibly
paid in full in cash, and subject to and not in limitation of the provisions set
forth in the next following paragraph below, no Borrower shall have any right of
subrogation (whether contractual, arising under the bankruptcy code or
otherwise), reimbursement or contribution from any Borrower or any guarantor,
nor any right of recourse to its security for any of the debts and obligations
of any Borrower which are the subject of this Note. Except as otherwise
expressly permitted by the Loan Agreement, any and all present and future debts
and obligations of any Borrower to any other Borrower are hereby subordinated to
the full payment and performance of all present and future debts and obligations
to Bank under this Note and the Loan Agreement and the Loan Documents, provided,
however, notwithstanding anything set forth in this Note to the contrary, prior
to the occurrence of a payment default, the Borrowers shall be permitted to make
payments on account of any of such present and future debts and obligations from
time to time in accordance with the terms thereof.

        Each Borrower further agrees that, if any payment made by any Borrower
or any other person is applied to this Note and is at any time annulled, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or
otherwise required to be refunded or repaid, or the proceeds of any property
hereafter securing this Note is required to be returned by Bank to any Borrower,
its estate, trustee, receiver or any other party, including, without limitation,
such Borrower, under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or repayment, such
Borrower's liability hereunder (and any lien, security interest or other
collateral securing such liability) shall be and remain in full force and
effect, as fully as if such payment had never been made, or, if prior thereto
any such lien, security interest or other collateral hereafter securing such
Borrower's liability hereunder shall have been


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released or terminated by virtue of such cancellation or surrender, this Note
(and such lien, security interest or other collateral) shall be reinstated in
full force and effect, and such prior cancellation or surrender shall not
diminish, release, discharge, impair or otherwise affect the obligations of such
Borrower in respect of the amount of such payment (or any lien, security
interest or other collateral securing such obligation).

        The JOINT AND SEVERAL obligations of each Borrower under this Note shall
be absolute, irrevocable and unconditional and shall remain in full force and
effect until the outstanding principal of and interest on this Note and all
other Obligations or amounts due hereunder and under the Loan Agreement and the
Loan Documents shall have been indefeasibly paid in full in cash in accordance
with the terms thereof and this Note shall have been canceled.

        The Borrowers each shall be jointly and severally liable on the payment
of the Obligations as and when due and payable in accordance with the provisions
of this Note, the Loan Agreement and the other Loan Documents. The term
"Borrowers" when used in this Note shall include all of the Borrowers,
individually and jointly, and Bank may (without notice to or consent of any or
all of the Borrowers and with or without consideration) release, compromise,
settle with, proceed against any or all of the Borrowers without affecting,
impairing, lessening or releasing the obligations of the other Borrower
hereunder.

        Each Borrower promises to pay all costs and expense of collection of
this Note and to pay all reasonable attorneys' fees incurred in such collection,
whether or not there is a suit or action, or in any suit or action to collect
this Note or in any appeal thereof. Each Borrower waives presentment, demand,
protest, notice of protest, notice of dishonor, notice of nonpayment, and any
and all other notices and demands in connection with the delivery, acceptance,
performance default or enforcement of this Note, as well as any applicable
statutes of limitations. No delay by Bank in exercising any power or right
hereunder shall operate as a waiver of any power or right. Time is of the
essence as to all obligations hereunder.

        This Note is issued pursuant to the Loan Agreement, which shall govern
the rights and obligations of Borrowers with respect to all obligations
hereunder.

        Each Borrower acknowledges and agrees that this Note shall be governed
by the laws of the Commonwealth of Virginia, excluding conflicts of laws
principles, even though for the convenience and at the request of Borrowers,
this Note may be executed elsewhere.

        EACH BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE COMMONWEALTH OF VIRGINIA IN ANY ACTION, SUIT, OR
PROCEEDING OF ANY


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KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS AGREEMENT; PROVIDED,
HOWEVER, THAT IF FOR ANY REASON BANK CANNOT AVAIL ITSELF OF THE COURTS OF
VIRGINIA, EACH BORROWER ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA
CLARA COUNTY, CALIFORNIA. BORROWERS AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE
FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS
AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



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        IN WITNESS WHEREOF, each Borrower has caused this Note to be executed
under seal by its duly authorized officers as of the date first written above.



WITNESS/ATTEST:                             MANUGISTICS GROUP, INC.


Susan E. Pendery                             By: /s/ Raghavan Rajaji      (SEAL)
------------------------------                 --------------------------
                                               Name: Raghavan Rajaji
                                               Title: Chief Financial Officer

WITNESS/ATTEST:                             MANUGISTICS, INC.


Susan E. Pendery                             By: /s/ Raghavan Rajaji      (SEAL)
------------------------------                 --------------------------
                                               Name: Raghavan Rajaji
                                               Title: Chief Financial Officer

WITNESS/ATTEST:                             MANUGISTICS ATLANTA, INC.


Susan E. Pendery                             By: /s/ Raghavan Rajaji      (SEAL)
------------------------------                 --------------------------
                                               Name: Raghavan Rajaji
                                               Title: President



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