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                                                                     EXHIBIT 4.1


                             MANUGISTICS GROUP, INC.

                   5% Convertible Subordinated Notes due 2007

                               PURCHASE AGREEMENT


                                                                October 16, 2000



DEUTSCHE BANK SECURITIES INC.
As Representative of the
    Several Initial Purchasers
c/o  Deutsche Bank Securities Inc.
One South Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

        Manugistics Group, Inc. (the "Company"), a Delaware corporation,
confirms its agreement with Deutsche Bank Securities Inc. ("DBSI") and each of
the other Initial Purchasers named in Schedule I hereto (collectively, the
"Initial Purchasers," which term shall also include any initial purchaser
substitute as hereinafter provided), for whom DBSI is acting as representative
(in such capacity, the "Representative") with respect to the issue and sale by
the Company and the purchase by the Initial Purchasers, acting severally and not
jointly, of the respective principal amounts set forth in Schedule I of
$200,000,000 aggregate principal amount of the Company's 5% Convertible
Subordinated Notes due 2007 (the "Firm Notes") and the grant by the Company to
the Initial Purchasers of the option described below to purchase all or any part
of an additional $50,000,000 aggregate principal amount of the Company's 5%
Convertible Subordinated Notes due 2007 to cover over-allotments, if any (the
"Option Notes"). The Firm Notes, together with the Option Notes, are
collectively referred to herein as the "Notes." The Notes are to be issued
pursuant to an indenture to be entered into as of October 20, 2000 (the
"Indenture") between the Company and State Street Bank and Trust Company as
trustee (the "Trustee"). The Notes will be registered in the name of Cede & Co.
as nominee of The Depository Trust Company ("DTC") pursuant to a letter of
representations, to be entered into as of the Closing Date (as defined below)
(the "DTC Agreement") among the Company, the Trustee and DTC.

        The Notes will be convertible into shares of the Company's Common Stock,
$.002 par value (the "Common Stock") in accordance with the terms of the Notes
and the Indenture, at the initial conversion rate specified in Schedule II
hereto.

        The holders of Notes will be entitled to the benefits of a Registration
Rights Agreement, substantially in the form of Exhibit A with such changes as
shall be agreed to by the parties


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hereto (the "Registration Rights Agreement"), pursuant to which the Company will
file a registration statement with the Securities and Exchange Commission (the
"Commission") registering resales of the Notes and the shares of Common Stock
issuable upon conversion thereof (the "Conversion Shares"), as referred to in
the Registration Rights Agreement under the Securities Act of 1933, as amended
(the "Securities Act").

        The Company understands that the Initial Purchasers propose to make an
offering of the Notes on the terms and in the manner set forth herein and agrees
that the Initial Purchasers may resell, subject to the conditions set forth
herein, all or a portion of the Notes to purchasers ("Subsequent Purchasers") at
any time after the date of this Agreement. The Notes are to be offered and sold
through the Initial Purchasers without being registered under the Securities
Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Notes
and the Indenture, investors that acquire Notes may only resell or otherwise
transfer such Notes if such Notes are hereinafter registered under the
Securities Act or if an exemption from the registration requirements of the
Securities Act is available (including the exemption afforded by Rule 144A
("Rule 144A") of the rules and regulations promulgated under the Securities Act
(the "Securities Act Regulations") by the Commission and the exemption afforded
by Regulation S under the Securities Act ("Regulation S")).

        The Company has prepared and delivered to each Initial Purchaser copies
of a preliminary offering memorandum dated October 10, 2000 (the "Preliminary
Offering Memorandum") and has prepared and will deliver to each Purchaser on the
date hereof or the next succeeding day, copies of a final offering memorandum
(the "Final Offering Memorandum") each for use by such Initial Purchaser in
connection with its solicitation of purchases of, or offering of, the Notes.
"Offering Memorandum" means, with respect to any date or time referred to in
this Agreement, the most recent offering memorandum (whether the Preliminary
Offering Memorandum or the Final Offering Memorandum, or any amendment or
supplement to either such document), including exhibits thereto and the
documents incorporated therein by reference, which has been prepared and
delivered by the Company to the Initial Purchasers in connection with their
solicitation of purchases of, or offering of, the Notes.

        All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Offering Memorandum (or other references of like import) shall be deemed to mean
and include any document filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") which is incorporated by reference in the Offering
Memorandum.

        In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

1.      Representations and Warranties of the Company. The Company represents
and warrants to each of the Initial Purchasers as of the date hereof and as of
the Closing Date and as of the Option Closing Date (if any) (as defined below)
as follows:

        (a)     The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Offering Memorandum.



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Each of the subsidiaries of the Company as listed in Exhibit B hereto
(collectively, the "Subsidiaries") has been duly organized and is validly
existing as a corporation or limited liability company in good standing under
the laws of the jurisdiction of its incorporation, with corporate power and
authority to own or lease its properties and conduct its business as described
in the Offering Memorandum. The Subsidiaries are the only subsidiaries, direct
or indirect, of the Company. The Company and each of the Subsidiaries are duly
qualified to transact business in all jurisdictions in which the conduct of
their business requires such qualification and in which the failure to qualify
would have a material adverse effect upon the financial condition, results of
operations, business or prospects of the Company and the Subsidiaries taken as a
whole ( a "Material Adverse Effect"). The outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized and validly issued, are fully
paid and non-assessable and to the extent shown in Exhibit B hereto are owned by
the Company or another Subsidiary free and clear of all liens, encumbrances and
claims, at law or in equity; and no options, warrants or other rights to
purchase, agreements or other obligations to issue or other rights to convert
any obligations into shares of capital stock or ownership interests in the
Subsidiaries are outstanding.

        (b)     The shares of issued and outstanding capital stock of the
Company have been duly authorized and validly issued and are fully paid and
non-assessable; none of the outstanding shares of capital stock of the Company
was issued in violation of the preemptive or other similar rights of any
securityholder in the Company. Upon issuance and delivery of the Notes in
accordance with this Agreement and the Indenture, the Notes will be convertible
at the option of the holder thereof into shares of Common Stock; the Conversion
Shares have been duly authorized and reserved for issuance upon such conversion
by all necessary corporate action and such Conversion Shares when issued upon
such conversion will be validly issued, full paid and non-assessable; no holder
of Common Stock will be subject to personal liability by reason of being such a
holder and the issuance of such Conversion Shares upon such conversion or
purchases will not be subject to the preemptive or similar rights of any
securityholder of the Company. No preemptive rights of stockholders exist with
respect to the issue and sale of any of the Notes or Conversion Shares. Neither
the offering nor sale of the Notes as contemplated by this Agreement gives rise
to any rights, other than those which have been waived or satisfied, for or
relating to the registration under the Securities Act of any shares of Common
Stock.

        (c)     The information set forth under the caption "Capitalization" in
the Offering Memorandum is true and correct. The Notes, the Indenture, the
Registration Rights Agreement and the Conversion Shares conform to the
descriptions thereof contained in the Offering Memorandum. The forms of
certificates for the Notes and Conversion Shares conform to the corporate law of
the jurisdiction of the Company's incorporation.

        (d)     The Preliminary Offering Memorandum and the Final Offering
Memorandum and any amendments and supplements thereto do not contain, and will
not contain as of the date of such Offering Memorandum, any untrue statement of
material fact, and do not omit, and will not omit as of the date of such
Offering Memorandum, to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to information contained in or omitted
from the Offering Memorandum, or any such amendment or supplement, in reliance
upon, and in conformity with, written information furnished to the Company by or
on behalf of any Initial Purchaser through the Representative,



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specifically for use in the preparation thereof. The Offering Memorandum as
delivered from time to time shall incorporate by reference the Company's most
recent Annual Report on Form 10-K filed with the Commission and each Quarterly
Report on Form 10-Q and each Current Report on Form 8-K filed by the Company
with the Commission since the end of the fiscal year to which such Annual Report
relates. The documents incorporated or deemed to be incorporated by reference in
the Offering Memorandum at the time they were or hereafter are filed with the
Commission complied and will comply in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder (the "Exchange Act Regulations"), and when read together with the
other information in the Offering Memorandum, at the time the Offering
Memorandum was issued and at the Closing Date (and, if any Option Notes are
purchased, at the Option Closing Date), do not and will not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

        (e)     The consolidated financial statements of the Company and the
Subsidiaries, together with related notes and schedules as set forth or
incorporated by reference in the Offering Memorandum, present fairly the
financial position and the results of operations and cash flows of the Company
and the consolidated Subsidiaries, at the indicated dates and for the indicated
periods. Such financial statements and related schedules have been prepared in
accordance with generally accepted principles of accounting, consistently
applied throughout the periods involved, except as disclosed therein, and all
adjustments necessary for a fair presentation of results for such periods have
been made. The summary financial and statistical data included or incorporated
by reference in the Offering Memorandum presents fairly the information shown
therein and such data has been compiled on a basis consistent with the financial
statements presented therein and the books and records of the Company.

        (f)     Each of Deloitte & Touche LLP and KPMG LLP, who have certified
certain of the financial statements included as part of, or incorporated by
reference in, the Offering Memorandum, are independent public accountants as
required by the Securities Act.

        (g)     Except as set forth in the Offering Memorandum, there is no
action, suit, claim or proceeding pending or, to the knowledge of the Company,
threatened against the Company or any of the Subsidiaries before any court or
administrative agency or otherwise which, if determined adversely to the Company
or any of its Subsidiaries, might result in any material adverse change in the
earnings, business, management, properties, assets, operations, condition
(financial or otherwise) or prospects of the Company and of the Subsidiaries
taken as a whole or to prevent the consummation of the transactions contemplated
hereby.

        (h)     The Company and the Subsidiaries have good and marketable title
to all of the properties and assets reflected in the financial statements (or as
described in the Offering Memorandum) hereinabove described, subject to no lien,
mortgage, pledge, charge or encumbrance of any kind except those reflected in
such financial statements (or as described in the Offering Memorandum) or which
are not material in amount to the Company and the Subsidiaries taken as a whole.
The Company and the Subsidiaries occupy their leased properties under valid and
binding leases conforming in all material respects to the description thereof
set forth in the Offering Memorandum.



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        (i)     The Company and the Subsidiaries have filed all Federal, State,
local and foreign income tax returns which have been required to be filed and
have paid all taxes indicated by said returns and all assessments received by
them or any of them to the extent that such taxes have become due and are not
being contested in good faith. All tax liabilities have been adequately provided
for in the financial statements of the Company.

        (j)     Since the respective dates as of which information is given in
the Offering Memorandum, as it may be amended or supplemented, there has not
been any material adverse change or any development known to the Company
involving a prospective material adverse change in or affecting the earnings,
business, management, properties, assets, operations, condition (financial or
otherwise), or prospects of the Company and its Subsidiaries taken as a whole,
whether or not occurring in the ordinary course of business (a "Material Adverse
Change"), and there has not been any material transaction entered into or any
material transaction that is probable of being entered into by the Company or
the Subsidiaries, other than transactions in the ordinary course of business and
changes and transactions described in the Offering Memorandum, as it may be
amended or supplemented. The Company and the Subsidiaries have no material
contingent obligations which are not disclosed in the Company's financial
statements which are set forth or incorporated by reference in the Offering
Memorandum.

        (k)     Neither the Company nor any of the Subsidiaries is or with the
giving of notice or lapse of time or both, will be, in violation of or in
default under its Amended and Restated Certificate of Incorporation, as
currently in effect (the "Charter"), or its Amended and Restated Bylaws, as
currently in effect (the "By-Laws") (or in the case of an entity that is not a
corporation, such entity's governing documents) or under any agreement, lease,
contract, indenture or other instrument or obligation to which it is a party or
by which it, or any of its properties, is bound and which default is of material
significance in respect of the business, management, properties, assets,
operations, condition (financial or otherwise) or prospects of the Company and
the Subsidiaries taken as a whole.

        (l)     Each approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body necessary to be made by or on behalf of the Company in
connection with the execution and delivery by the Company of this Agreement and
the consummation of the transactions herein contemplated (except such additional
steps as may be necessary to qualify the Notes under state securities or Blue
Sky laws) has been obtained or made and is in full force and effect.

        (m)     The Company and each of the Subsidiaries holds all material
licenses, certificates and permits from governmental authorities which are
necessary to the conduct of their businesses. Except as disclosed in the
Offering Memorandum, the Company and each of the Subsidiaries own or possess
adequate rights to use all material patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations,
copyrights, licenses and know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or
procedures) necessary for the conduct of their respective business, except where
the failure to own or possess such rights would not have a Material Adverse
Effect, and the Company has no reasonable basis to believe that the conduct of
their businesses will conflict with any such rights of others which would



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reasonably be expected to have a Material Adverse Effect, and other than as
described in the Offering Memorandum, neither the Company nor any subsidiary has
received any notice of any claim of conflict with any such rights of others
which, if such assertion of conflict were sustained, would have a Material
Adverse Effect.

        (n)     Neither the Company, nor to the Company's best knowledge, any of
its affiliates (as defined in Rule 144 under the Act), has taken or will take,
directly or indirectly, any action designed to cause or result in, or which has
constituted or which might reasonably be expected to constitute, the
manipulation or unlawful stabilization of the price of the shares of Common
Stock to facilitate the sale or resale of the Notes or Conversion Shares. The
Company acknowledges that the Initial Purchasers may engage in passive market
making transactions in shares of the Common Stock on The Nasdaq Stock Market in
accordance with Rule 103 of Regulation M under the Exchange Act.

        (o)     Neither the Company nor any Subsidiary is an "investment
company" within the meaning of such term under the Investment Company Act of
1940, as amended and the rules and regulations thereunder (the "1940 Act").

        (p)     The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

        (q)     The Company and each of its Subsidiaries carry, or are covered
by, insurance in such amounts and covering such risks as is adequate for the
conduct of their respective businesses and the value of their respective
properties and as is customary for companies engaged in similar industries.

        (r)     The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
with respect to any "pension plan" (as defined in ERISA) for which the Company
would have any liability; the Company has not incurred and does not expect to
incur liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the "Code"); and each "pension plan" for which the
Company would have any liability that is intended to be qualified under Section
401(a) of the Code is so qualified in all material respects and nothing has
occurred, whether by action or by failure to act, which would cause the loss of
such qualification.

        (s)     The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198,
An Act Relating to Disclosure of



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doing Business with Cuba, and the Company further agrees that if it commences
engaging in business with the government of Cuba or with any person or affiliate
located in Cuba after the date the Offering Memorandum becomes or has become
effective with the Commission or with the Florida Department of Banking and
Finance (the "Department"), whichever date is later, or if the information
reported or incorporated by reference in the Offering Memorandum, if any,
concerning the Company's business with Cuba or with any person or affiliate
located in Cuba changes in any material way, the Company will provide the
Department notice of such business or change, as appropriate, in a form
acceptable to the Department.

        (t)     No labor disturbance by the employees of the Company or any of
the Subsidiaries exists or, to the best knowledge of the Company, is
contemplated or threatened.

        (u)     There has been no storage, generation, transportation, handling,
treatment, disposal, discharge, emission or other release of any kind to toxic
or other wastes or other hazardous substances by, due to or caused by the
Company or any of the Subsidiaries (or, to the best knowledge of the Company,
and other entity (including any predecessor) for whose acts or omissions the
Company or any of the Subsidiaries is or may reasonably be expected to be
liable) upon any of the property now or previously owned or leased by the
Company or any of the Subsidiaries, or upon any other property, in violation of
any statute or any ordinance, rule, regulation, order, judgment, decree or
permit or which would, under any statute or any ordinance, rule (including rule
of common law), regulation, order, judgment decree or permit, give rise to any
liability, except for any violation or liability which would not have,
singularly or in the aggregate with all such violations and liabilities, a
Material Adverse Effect; and there has been no disposal, discharge, emission or
other release of any kind onto such property or into the environment surrounding
such property of any toxic or other wastes or other hazardous substances with
respect to which the Company has knowledge, except for any such disposal,
discharge, emission or other release of any kind which would not have,
singularly or in the aggregate with all such discharges and other releases, a
Material Adverse Effect.

        (v)     Neither the Company nor, to the best knowledge of the Company,
any director, officer, agent, employee or other person associated with or acting
on behalf of the Company has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; or
(iii) made any bribe, rebate, payoff, influence, payment, kickback or other
unlawful payment.

        (w)     Except as described in the Offering Memorandum, there are no
outstanding subscriptions, rights, warrants, calls or options to acquire, or
instruments convertible into or exchangeable for, or agreements or
understandings with respect to the sale or issuance of, any shares of capital
stock of or other equity or other ownership interest in the Company.

        (x)     Neither the Company nor any of the Subsidiaries owns any "margin
securities" as that term is defined in Regulations G and U of the Board of
Governors of the Federal Reserve System ( the "Federal Reserve Board"), and none
of the proceeds of the sale of the Notes will be used, directly or indirectly,
for the purpose of purchasing or carrying any margin security, for the purpose
of reducing or retiring any indebtedness which was originally incurred to
purchase or carry any margin security or for any other purpose which might cause
any of the Notes to be


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considered a "purpose credit" within the meanings of Regulation G, T, U or X of
the Federal Reserve Board.

        (y)     The Company has full right, power and authority to execute and
deliver this Agreement, the Indenture, the Registration Rights Agreement, and
the Notes (collectively, the "Transaction Documents") and to perform its
obligations hereunder and thereunder.

        (z)     This Agreement has been duly authorized, executed and delivered
by the Company and when duly executed and delivered by each of the other parties
hereto will constitute a valid and legally binding agreement of the Company,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of creditors'
rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).

        (aa)    The Indenture has been duly authorized by the Company and, when
executed and delivered by the Company and the Trustee, will constitute a valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law). On the Closing Date, the
Indenture will conform in all material respects to the requirements of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") and the rules and
regulations of the Commission applicable to an indenture which is qualified
thereunder.

        (bb)    The Registration Rights Agreement has been duly authorized by
the Company and, when executed and delivered by the Company and the Initial
Purchasers, will constitute a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors' rights generally
and except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

        (cc)    The Notes have been duly authorized and at the Closing Date,
will have been duly executed by the Company and, when authenticated, issued and
delivered in the manner provided for in the Indenture and delivered against
payment of the purchase price therefor as provided in this Agreement, will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and will be in
the form contemplated by, and entitled to the benefits of, the Indenture and the
Registration Rights Agreement.



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        (dd)    The execution, delivery and performance by the Company of each
of the Transaction Documents, the issuance, authentication, sale and delivery of
the Notes and the consummation of the transactions contemplated by the
Transaction Documents (i) (A) will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien charge or encumbrance upon
any property or assets of the Company or any of the Subsidiaries pursuant to,
any material indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which the Company or any of the Subsidiaries
is a party or by which the Company or any of the Subsidiaries is bound or to
which any of the property or assets of the Company or any of the Subsidiaries is
subject, (B) will not result in any violation of the provisions of the Charter
By-laws, or equivalent constituent documents, of the Company or any of the
Subsidiaries and (C) will not result in the violation of the provisions of any
statute or any judgment, order, decree, rule or regulation of any court or
arbitrator or governmental agency or body having jurisdiction over the Company
or any of the Subsidiaries or any of their respective properties or assets
except, in the case of clauses (i)(A) and (i)(C), for any such conflict, breach,
violation, default, lien, charge or encumbrance that would not have a Material
Adverse Effect; and (ii) no consent, approval, authorization or order of, or
filing or registration with, any such court or arbitrator or governmental agency
or body under any such statute, judgment, order, decree, rule or regulation is
required for the execution, delivery and performance by the Company of each of
the Transaction Documents, the issuance, authentication, sale and delivery of
the Notes and the consummation of the transactions contemplated by the
Transaction Documents, except for such consents, approvals, authorizations,
filings, registrations or qualifications (i) which shall have been obtained or
made prior to the Closing Date and (ii) as may be required to be obtained or
made under the Securities Act and applicable state securities laws as provided
in the Registration Rights Agreement.

        (ee)    Neither the Company nor any of its affiliates, as such term is
defined in Rule 501(b) under the Securities Act (each an "Affiliate"), has
directly or indirectly, solicited any offer to buy, sold or offered to sell or
otherwise negotiated in respect of, or will solicit any offer to buy or offer to
sell or otherwise negotiate in respect of, or will solicit any offer to buy or
offer to sell or otherwise negotiate in respect of any security which is or
would be integrated with the sale of the Notes in a manner that would require
the Notes or the Conversion Shares to be registered under the Securities Act.
None of the Company, its Affiliates or any person acting on its or any of their
behalf (other than the Initial Purchasers, as to whom the Company makes no
representation) has engaged or will engage in any form of general solicitation
or general advertising within the meaning of Rule 502(c) under the Securities
Act. Assuming the accuracy of Initial Purchasers' representations and warranties
set forth in Section 2 and compliance with the procedures set forth in Section 6
hereof, it is not necessary in connection with the offer, sale issuance and
delivery of the Notes to the Initial Purchasers and the offer, resale and
delivery of the Notes by the Initial Purchasers in the manner contemplated by
this Agreement and the Offering Memorandum to register the Notes under the
Securities Act or to qualify the Indenture under the Trust Indenture Act. None
of the Company, any of its Affiliates or any person acting on its or their
behalf has engaged or will engage in any "directed selling efforts" (as such
term is defined in Regulation S), and all such persons have complied and will
comply with the offering restrictions requirement of Regulation S.



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        (ff)    The Notes are eligible for resale pursuant to Rule 144A and will
not be, at the Closing Date, of the same class as securities listed on a
national securities exchange registered under Section 6 of the Exchange Act, or
quoted in a U.S. automated interdealer quotation system.

2.      Purchase, Sale and Delivery of the Notes.

        (a)     On the basis of the representations, warranties and covenants
herein contained, and subject to the conditions herein set forth, the Company
agrees to sell to the Initial Purchasers and each Initial Purchaser agrees,
severally and not jointly, to purchase from the Company at the price set forth
on Schedule II, the aggregate principal amount of Firm Notes set forth opposite
the name of such Initial Purchaser in Schedule I hereof plus accrued interest if
any, subject to adjustments in accordance with Section 8 hereof.

        (b)     Payment for the Firm Notes to be sold hereunder is to be made in
same day funds via wire transfer to the order of the Company for the Notes to be
sold by it against delivery of certificates therefor to the Initial Purchasers.
Such delivery is to be made at the offices of Wilmer, Cutler & Pickering, 520
Madison Avenue, New York, New York, at 9:00 a.m., New York City time, on the
third business day after the date of this Agreement or at such other time and
date not later than five business days thereafter as you and the Company shall
agree upon, such time and date being herein referred to as the "Closing Date."
(As used herein, "business day" means a day on which the New York Stock Exchange
is open for trading and on which banks in New York are open for business and not
permitted by law or executive order to be closed.) Upon delivery, the Notes
shall be credited in such names and in such denominations as the Representative
shall have requested in writing at least two full business days prior to the
Closing Date. The Company agrees to make one or more global certificates
evidencing the Notes available for inspection by the Initial Purchasers in New
York, New York at least 24 hours prior to the Closing Date.

        (c)     In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the several Initial Purchasers, severally and
not jointly, to purchase any or all of the Option Notes at the price set forth
on Schedule II hereto. The option granted hereby may be exercised in whole or in
part by giving written notice (i) at any time before the Closing Date and (ii)
only once thereafter within 30 days after the date of this Agreement, by you, as
Representative of the several Initial Purchasers, to the Company setting forth
the aggregate principal amount of Option Notes as to which the several Initial
Purchasers are exercising the option, the names and date at which such Option
Notes are to be delivered. The time and date at which certificates for Option
Notes are to be delivered shall be determined by the Representative but shall
not be earlier than three nor later than 10 full business days after the
exercise of such option, nor in any event prior to the Closing Date (such time
and date being herein referred to as the "Option Closing Date"). If the date of
exercise of the option is three or more days before the Closing Date, the notice
of exercise shall set the Closing Date as the Option Closing Date. The aggregate
principal amount of Option Notes to be purchased by each Initial Purchaser shall
be in the same proportion to the total aggregate principal amount of Option
Notes being purchased as the aggregate principal amount of Firm Notes being
purchased by such Initial Purchaser bears to the total aggregate principal
amount of Firm Notes. The option with respect to the Option Notes granted
hereunder



                                       10
<PAGE>   11

may be exercised only to cover over-allotments in the sale of the Firm Notes by
the Initial Purchasers. You, as Representative of the several Initial
Purchasers, may cancel such option at any time prior to its expiration by giving
written notice of such cancellation to the Company. To the extent, if any, that
the option is exercised, payment for the Option Notes shall be made on the
Option Closing Date in same day funds via wire transfer to the order of the
Company for the Option Notes against delivery of Notes therefor.

        (d)     Each Initial Purchaser represents and warrants to, and agrees
with, the Company that it is a "qualified institutional buyer" within the
meaning of Rule 144A (a "QIB") and an "accredited investor" within the meaning
of Rule 501(a) under the Securities Act.

3.      Covenants of the Company. The Company covenants and agrees with the
several Initial Purchasers that:

        (a)     The Company will cooperate with the Representative in
endeavoring to qualify the Notes for sale under the securities laws of such
jurisdictions as the Representative may reasonably have designated in writing
and will make such applications, file such documents, and furnish such
information as may be reasonably required for that purpose, provided the Company
shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so
qualified or required to file such a consent. The Company will, from time to
time, prepare and file such statements, reports, and other documents, as are or
may be required to continue such qualifications in effect for so long a period
as the Representative may reasonably request for distribution of the Notes.

        (b)     The Company will deliver to, or upon the order of, the
Representative, from time to time, as many copies of the Preliminary Offering
Memorandum, the Final Offering Memorandum and any amendment and supplements
thereto as the Representative may reasonably request, including documents
incorporated by reference therein, and of all amendments thereto, as the
Representative may reasonably request.

        (c)     The Company will immediately notify each Initial Purchaser, and
confirm such notice in writing, of (i) any filing made by the Company of
information with any securities exchange or any other regulatory body in the
United States or any other jurisdiction, and (ii) prior to the completion of the
placement of the Notes by the Initial Purchasers as evidenced by a notice in
writing from the Initial Purchasers to the Company, any material changes in or
affecting the condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its subsidiaries, considered as
one enterprise, which (x) make any statement in the Offering Memorandum false or
misleading or (y) are not disclosed in the Offering Memorandum. In such event or
if during such time any event shall occur as a result of which it is necessary
in the reasonable opinion of any of the Company, its counsel, the Initial
Purchasers or counsel for the Initial Purchasers, to amend or supplement the
Final Offering Memorandum in order that the Final Offering Memorandum not
include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances then existing, the Company will forthwith amend or supplement
the Final Offering Memorandum by preparing and furnishing to each Initial
Purchaser an amendment or amendments of, or a supplement or supplements to, the
Final Offering Memorandum (in form and substance satisfactory in the reasonable
opinion of counsel to the



                                       11
<PAGE>   12

Initial Purchasers) so that, as so amended or supplemented, the Final Offering
Memorandum will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances existing at the time it is delivered to a Subsequent
Purchaser, not misleading.

        (d)     The Company will advise each Initial Purchaser promptly of any
proposal to amend or supplement the Offering Memorandum and will not effect such
amendment or supplement without the consent of the Initial Purchasers. Neither
the consent of the Initial Purchasers nor the Initial Purchasers' delivery of
any such amendment or supplement, shall constitute a waiver of any of the
conditions set forth in Section 5 hereof.

        (e)     The Company shall take all reasonable action necessary to enable
Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and
Moody's Investors Service Inc. ("Moody's") to provide their respective credit
ratings of the Notes.

        (f)     The Company will cooperate with the Representative and use its
best efforts to permit the Notes to be eligible for clearance and settlement
through the facilities of DTC, the Euroclear System and Clearstream Banking.

        (g)     The Company will use the net proceeds received by it from the
sale of the Notes in the manner specified in the Offering Memorandum under "Use
of Proceeds."

        (h)     For as long as the Notes are outstanding or a period of three
years from the Closing Date, whichever is shorter, the Company will deliver to
the Representative copies of annual reports and copies of all other documents,
reports and information furnished by the Company to its stockholders generally
or filed with any securities exchange pursuant to the requirements of such
exchange or with the Commission pursuant to the Securities Act or the Exchange
Act. The Company will deliver to the Representative similar reports with respect
to significant subsidiaries, as that term is defined in the Securities Act, if
any, which are not consolidated in the Company's financial statements.

        (i)     No offering, sale, short sale, issuance or other disposition of
any shares of Common Stock of the Company or other securities convertible into
or exchangeable or exercisable for shares of Common Stock or derivative of
Common Stock (or agreement for such) will be made for a period of 90 days after
the date of this Agreement, directly or indirectly, by the Company otherwise
than hereunder or with the prior written consent of DBSI except for (i) options
granted under the Company's stock option plans, (ii) shares of Common Stock
issued upon exercise of such options or pursuant to the Company's Employee Stock
Purchase Plan, (iii) issuance of the Conversion Shares and (iv) shares of Common
Stock to be issued in connection with the acquisition of Talus Solutions, Inc.
In addition, during the 90-day period, the Company may offer to issue (but may
not issue) shares of Common Stock in connection with other then-proposed
acquisitions.

        (j)     The Company will use its best efforts to permit the Notes to be
designated PORTAL securities in accordance with the rules and regulations
adopted by the NASD relating to the PORTAL Market.



                                       12
<PAGE>   13

        (k)     The Company will reserve and keep available at all times, free
of preemptive rights, a sufficient number of shares of Common Stock for the
purpose of enabling the Company to satisfy any obligations to issue Common Stock
upon conversion of the Notes.

        (l)     The Company will use its best efforts to cause all shares of
Common Stock issuable upon conversion of the Notes to be listed on The Nasdaq
Stock Market's National Market, if required by the rules and regulations of the
Nasdaq.

        (m)     The Company will file all documents required to be filed with
the Commission pursuant to the Exchange Act within the time periods required by
the Exchange Act and the Exchange Act Regulations.

        (n)     The Company has caused each executive officer and director of
the Company to furnish to you, on or prior to the date of this agreement, a
letter or letters, in form and substance satisfactory to the Initial Purchasers,
pursuant to which each such person shall agree not to make or cause any
offering, sale or other disposition, directly or indirectly, of any shares of
Common Stock of the Company owned of record or beneficially by such person (or
as to which such person has the right to direct the disposition of) for a period
of 90 days after the date of the Prospectus, except with the prior written
consent of DBSI (the "Lockup Agreements").

        (o)     The Company shall not invest, or otherwise use the proceeds
received by the Company from its sale of the Notes in such a manner as would
require the Company or any of the Subsidiaries to register as an investment
company under the 1940 Act.

        (p)     The Company will continue to maintain a transfer agent and, if
necessary under the jurisdiction of incorporation of the Company, a registrar
for the Common Stock.

        (q)     The Company will not take, directly or indirectly, any action
designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, the manipulation or unlawful stabilization of the price
of any securities of the Company.

        (r)     The Company will not release any party to the Share Restrictions
and Transfer Agreement entered into in connection with the acquisition of Talus
Solutions, Inc. from its obligations thereunder for a period of 90 days after
the date of the Agreement

4.      Costs and Expenses. The Company will pay all costs, expenses and fees
incident to the performance of the obligations of the Company under this
Agreement, including, without limiting the generality of the foregoing, the
following: (a) accounting fees of the Company; (b) the fees and disbursements of
counsel for the Company; (c) the cost of preparing, printing and delivering to,
or as requested by, the Initial Purchasers copies of the Preliminary Offering
Memorandum, the Final Offering Memorandum, this Agreement, the Indenture, the
Registration Rights Agreement and any other documents that may be required in
connection with the offering, purchase, sale, issuance or delivery of the Notes;
(d) the qualification of the Notes under securities laws in accordance with the
provisions of Section 3(a) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Initial Purchasers in connection therewith
and in connection with the preparation of the Blue Sky Survey, any supplement
thereto and any Legal Investment Survey; (e) the fees and expense of the
Trustee, including the reasonable fees and disbursements of counsel for the
Trustee in connection with the Indenture



                                       13
<PAGE>   14

and the Notes; (f) any fees payable in connection with the rating of the Notes;
(g) any fees payable in connection with the initial and continued designation of
the Notes as PORTAL securities under the PORTAL Market pursuant to NASD Rule
5322; and (h) the listing fee of The Nasdaq Stock Market relating to the
Conversion Shares, if required by the rules and regulations of the Nasdaq. Any
transfer taxes imposed on the sale of the Notes to the several Initial
Purchasers will be paid by the Company. The Company, however, shall not be
required to pay for any of the Initial Purchasers' expenses (other than those
related to clause (d) above) except that, if this Agreement shall not be
consummated because the conditions in Section 5 hereof are not satisfied, or
because this Agreement is terminated by the Representative pursuant to Section
10 hereof, or by reason of any failure, refusal or inability on the part of the
Company to perform any undertaking or satisfy any condition of this Agreement or
to comply with any of the terms hereof on their part to be performed, unless
such failure to satisfy said condition or to comply with said terms be due to
the default or omission of any Initial Purchaser, then the Company shall
reimburse the several Initial Purchasers for reasonable out-of-pocket expenses,
including fees and disbursements of counsel, reasonably incurred in connection
with investigating, marketing and proposing to market the Notes or in
contemplation of performing their obligations hereunder; but the Company shall
not in any event be liable to any of the several Initial Purchasers for damages
on account of loss of anticipated profits from the sale by them of the Notes.

5.      Conditions of Obligations of the Initial Purchasers. The several
obligations of the Initial Purchasers to purchase the Firm Notes on the Closing
Date and the Option Notes, if any, on the Option Closing Date are subject to the
accuracy as of the date hereof and as of the Closing Date or the Option Closing
Date, as the case may be, of the representations and warranties of the Company
contained herein, and to the performance by the Company of its respective
covenants and obligations hereunder and to the following additional conditions:

        (a)     The Representative shall have received on the Closing Date or
the Option Closing Date, as the case may be, the opinion of Dilworth Paxson LLP,
counsel for the Company dated the Closing Date or the Option Closing Date, as
the case may be, addressed to the Initial Purchasers (and stating that it may be
relied upon by counsel to the Initial Purchasers) to the effect that:

                (i)     The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own or lease its properties and
conduct its business as described in the Offering Memorandum; each of the
Domestic Subsidiaries (as hereinafter defined) has been duly organized and is
validly existing as a corporation or limited liability company in good standing
under the laws of the jurisdiction of its incorporation, with corporate power
and authority to own or lease its properties and conduct its business as
described in the Offering Memorandum; the Company and each of the Domestic
Subsidiaries are duly qualified to transact business and are in good standing as
foreign corporations in the respective jurisdictions set forth in Exhibit C to
this agreement, except where the failure to qualify would have a Material
Adverse Effect, and the outstanding shares of capital stock of each of the
Domestic Subsidiaries have been duly authorized and validly issued and are fully
paid and non-assessable and are owned by the Company or a Domestic Subsidiary,
and, to the best of such counsel's knowledge, the outstanding shares of capital
stock of each of the Domestic Subsidiaries is owned free and clear



                                       14
<PAGE>   15

of all liens, encumbrances and claims, at law or in equity, and no options,
warrants or other rights to purchase, agreements or other obligations to issue
or other rights to convert any obligations into any shares of capital stock or
of ownership interests in the Domestic Subsidiaries are outstanding. The term
"Domestic Subsidiaries" shall mean the subsidiaries of the Company listed in
Exhibit C to this Agreement.

                (ii)    The Company has authorized and outstanding capital stock
as set forth under the caption "Capitalization" in the Offering Memorandum; the
authorized shares of the Company's Common Stock have been duly authorized; the
outstanding shares of the Company's capital stock have been duly authorized and
validly issued and are fully paid and non-assessable; the Notes have been duly
authorized and issued by the Company; the capital stock of the Company, the
Notes and the Indenture conform to the description thereof contained in the
Offering Memorandum; the certificates for the Notes and Conversion Shares are in
due and proper form; the Conversion Shares have been duly authorized and will be
validly issued, fully paid and non-assessable when issued and paid for as
contemplated by this Agreement, the Notes and the Indenture; and are not subject
to any preemptive or other similar rights arising by operation of law, under the
Charter or By-Laws, under any resolution adopted by the board of directors of
the Company or any committee thereof or, to the best of such counsel's
knowledge, otherwise.

                (iii)   Except as described in or contemplated by the Offering
Memorandum, to the knowledge of such counsel, there are no outstanding
securities of the Company convertible or exchangeable into or evidencing the
right to purchase or subscribe for any shares of capital stock of the Company
and there are no outstanding or authorized options, warrants or rights of any
character obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of such stock. Except as described in the Offering
Memorandum, to the knowledge of such counsel, no holder of any securities of the
Company or any other person has the right, contractual or otherwise, which has
not been satisfied or effectively waived, to cause the Company to sell or
otherwise issue to them, or to permit them to underwrite the sale of, any of the
Notes or Conversion Shares or the right to have any Common Stock or other
securities of the Company included in the shelf registration statement (the
"Registration Statement") contemplated by the Registration Rights Agreement or
the right, as a result of the filing of the Registration Statement, to require
registration under the Securities Act of any shares of Common Stock or other
securities of the Company.

                (iv)    The statements under the captions "Business -- Legal
Proceedings," "Description of Capital Stock" and "Description of Notes" in the
Offering Memorandum, insofar as such statements constitute a summary of
documents referred to therein or matters of law, accurately summarize in all
material respects the information required to be set forth thereunder under the
Securities Act with respect to such documents and matters.

                (v)     The statements in the Offering Memorandum under the
heading "Certain United States Federal Income Tax Considerations" insofar as
they purport to summarize matters of U.S. federal law, fairly summarize such
matters in all material respects.



                                       15
<PAGE>   16

                (vi)    The Indenture conforms in all material respects with the
requirements of the Trust Indenture Act and the rules and regulations of the
Commission applicable to an indenture which is qualified thereunder.

                (vii)   Such counsel knows of no material legal or governmental
proceedings pending or threatened against the Company or any of the Subsidiaries
except as set forth in the Offering Memorandum.

                (viii)  The execution and delivery of each of the Transaction
Documents and the consummation of the transactions therein contemplated by the
Company do not and will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, the Charter or By-Laws of
the Company, or any agreement or instrument known to such counsel to which the
Company or any of the Subsidiaries is a party or by which the Company or any of
the Subsidiaries may be bound.

                (ix)    The execution, delivery and performance by the Company
of the Indenture and the Notes and the consummation of the transactions
contemplated by the Indenture and the Notes will not conflict with or result in
a breach or violation of any U.S. federal or New York law.

                (x)     The execution, delivery and performance by the Company
of this Agreement and the Registration Rights Agreement, and the consummation of
the transactions contemplated by this Agreement and the Registration Rights
Agreement will not conflict with or result in a breach or violation of U.S.
federal or Delaware law.

                (xi)    Each of this Agreement, the Indenture and the
Registration Rights Agreement has been duly authorized, executed and delivered
by the Company.

                (xii)   No approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body is necessary to have been made by the Company in connection
with the execution and delivery of the Transaction Documents and the
consummation of the transactions herein contemplated by the Company (other than
as may be required by State securities laws, Blue Sky laws, the National
Association of Securities Dealers ("NASD"), the Private Offering, Resale and
Trading through Automated Linkages System ("PORTAL"), and the United States
Securities and Exchange Commission in connection with the filing of a
registration statement on Form S-3 pursuant to the Registration Rights
Agreement, as to which such counsel need express no opinion) except such as have
been obtained or made, specifying the same.

                (xiii)  Assuming due authorization, execution and delivery
thereof by the Trustee, the Indenture constitutes a valid and legally binding
agreement of the Company enforceable against the Company in accordance with its
terms, except to the extent that such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors' rights generally and by
general equitable principles (whether considered in a proceeding in equity or at
law).

                (xiv)   Assuming due authentication thereof by the Trustee and
upon payment and delivery in accordance with this Agreement, the Notes will
constitute valid and legally



                                       16
<PAGE>   17

binding obligations of the Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except to the
extent that such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws affecting creditors' rights generally and by general equitable principles
(whether considered in a proceeding in equity or at law).

                (xv)    Assuming due authorization, execution and delivery
thereof by the Initial Purchasers, the Registration Rights Agreement constitutes
a valid and legally binding agreement of the Company enforceable against the
Company in accordance with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors' rights generally and by general equitable principles (whether
considered in a proceeding in equity or at law).

                (xvi)   The Company is not, and will not become, as a result of
the consummation of the transactions contemplated by this Agreement, and
application of the net proceeds therefrom as described in the Offering
Memorandum, required to register as an investment company under the 1940 Act.

                (xvii)  Assuming the accuracy of the representations, warranties
and agreements of the Company and the Initial Purchasers contained in this
Agreement, no registration of the Notes under the Securities Act or
qualification of the Indenture under the Trust Indenture Act is required in
connection with the issuance and sale of the Notes by the Company and the offer,
initial resale and delivery of the securities by the Initial Purchasers in the
manner contemplated by this Agreement and the Offering Memorandum.

        In rendering such opinion, Dilworth Paxson LLP may rely as to matters
governed by the laws of states or jurisdictions other than Delaware or Federal
laws on local counsel in such jurisdictions provided that in each case Dilworth
Paxson LLP shall state that they believe that they and the Initial Purchasers
are justified in relying on such other counsel. With respect to the opinion set
forth in subparagraph (ix) of Paragraph (a) of this Section 5, such counsel may
assume that New York law is the same as Delaware law. In addition to the matters
set forth above, such opinion shall also include a statement to the effect that
nothing has come to the attention of such counsel which leads them to believe
that the Offering Memorandum as of the date of the Final Offering Memorandum,
Closing Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading
(except that such counsel need express no view as to financial statements,
including the notes thereto, schedules or other financial or statistical
information set forth or incorporated by reference therein). With respect to
such statement, Dilworth Paxson LLP may state that their belief is based upon
the procedures set forth therein, but is without independent check and
verification.

        (b)     The Representative shall have received from Wilmer, Cutler &
Pickering, counsel for the Initial Purchasers, an opinion dated the Closing Date
or the Option Closing Date, as the case may be, substantially to the effect
specified in subparagraphs (ii), (iii), (vi), (viii), (xiii), (xiv), (xv) and
(xvii) of Paragraph (a) of this Section 5, and that the Company is a duly
organized and validly existing corporation under the laws of the State of
Delaware. In rendering such



                                       17
<PAGE>   18

opinion, Wilmer, Cutler & Pickering may rely as to all matters governed other
than by the laws of the State of New York and the State of Delaware or Federal
laws on the opinion of counsel referred to in Paragraph (a) of this Section 5.
In addition to the matters set forth above, such opinion shall also include a
statement to the effect that nothing has come to the attention of such counsel
which leads them to believe that the Offering Memorandum or any amendment
thereto, as of the time it became effective, as of the Closing Date or the
Option Closing Date, as the case may be, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading (except that such
counsel need express no view as to financial statements, including the notes
thereto, schedules or other financial or statistical information therein). With
respect to such statement, Wilmer, Cutler & Pickering may state that their
belief is based upon the procedures set forth therein, but is without
independent check and verification.

        (c)     You shall have received, on each of the date hereof, the Closing
Date and the Option Closing Date, as the case may be, (i) a letter dated the
date hereof, the Closing Date or the Option Closing Date, as the case may be, in
form and substance satisfactory to you, of Deloitte & Touche LLP confirming that
they are independent public accountants within the meaning of the Securities Act
and stating that in their opinion the financial statements and schedules
examined by them and included in the Offering Memorandum comply in form in all
material respects with the applicable accounting requirements of the Securities
Act; and containing such other statements and information as is ordinarily
included in accountants' "comfort letters" to Initial Purchasers with respect to
the financial statements and certain financial and statistical information
contained in the Offering Memorandum; and (ii) a letter dated the date hereof,
the Closing Date or the Option Closing Date, as the case may be, in form and
substance satisfactory to you, of KPMG LLP confirming that they are independent
public accountants within the meaning of the Securities Act and stating that in
their opinion the financial statements and schedules of Talus Solutions, Inc.
examined by them and included in the Offering Memorandum comply in form in all
material respects with the applicable accounting requirements of the Securities
Act; and containing such other statements and information as is ordinarily
included in accountants' "comfort letters" to Initial Purchasers with respect to
the financial statements and certain financial and statistical information
contained in the Offering Memorandum with respect to Talus Solutions, Inc.

        (d)     The Representative shall have received on the Closing Date or
the Option Closing Date, as the case may be, a certificate or certificates of
the Chief Executive Officer and the Chief Financial Officer of the Company to
the effect that, as of the Closing Date or the Option Closing Date, as the case
may be, each of them severally represents as follows:

                (i)     The representations and warranties of the Company
contained in Section 1 hereof are true and correct as of the Closing Date or the
Option Closing Date, as the case may be;

                (ii)    Since the respective dates as of which information is
given in the Offering Memorandum, there has not been any material adverse change
or any development known to him involving a prospective material adverse change
in or affecting the condition, financial or otherwise, of the Company and its
Subsidiaries taken as a whole or the earnings, business, management, properties,
assets, operations, condition (financial or otherwise) or prospects of the



                                       18
<PAGE>   19

Company and the Subsidiaries taken as a whole, whether or not arising in the
ordinary course of business; and

                (iii)   He has carefully examined the Offering Memorandum and,
to such officer's knowledge, as of the effective date, the statements contained
in the Offering Memorandum were true and correct in all material respects and
such Offering Memorandum did not omit to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, and since the date of the Offering Memorandum, no event has occurred
which should have been set forth in a supplement to or an amendment of the
Offering Memorandum which has not been so set forth in such supplement or
amendment.

        (e)     The Company shall have furnished to the Representative such
further certificates and documents confirming the representations and
warranties, covenants and conditions contained herein and related matters as the
Representative may reasonably have requested in writing.

        (f)     The Conversion Shares have been approved as additional shares of
Common Stock for listing upon notice of issuance on The Nasdaq Stock Market, if
required by the rules and regulations of the Nasdaq.

        (g)     The Lockup Agreements described in Section 3(n) are in full
force and effect.

        (h)     At the Closing Date, the Registration Rights Agreement in form
and substance reasonably satisfactory to the Representative shall have been duly
executed and delivered by the Company and (assuming due execution, delivery and
performance by the Initial Purchasers) be in full force and effect.

        (i)     At the Closing Date, the Notes shall have been designated for
trading on PORTAL.

        (j)     There shall not have occurred any invalidation of Rule 144A
under the Securities Act by any court or any withdrawal or proposed withdrawal
of any rule or regulation under the Securities Act or the Exchange Act by the
Commission or any amendment or proposed amendment thereof by the Commission
which in the reasonable judgment of the Initial Purchasers would materially
impair the ability of the Initial Purchasers to purchase, hold or effect resales
of the Notes as contemplated.

        (k)     Subsequent to the execution and delivery of this Agreement or,
if earlier, the dates as of which information is given in the Offering
Memorandum (exclusive of any amendment or supplement thereto), there shall not
have been any change in the capital stock or long-term debt or any change, or
any development involving a prospective change, in or affecting the financial
condition, results of operations, business or prospects of the Company and its
subsidiaries taken as a whole, the effect of which, in any such case described
above, is, in the reasonable judgment of the Initial Purchasers, after oral
notice to and consultation with (but not subject to the agreement of) the
Company, so material and adverse as to make it impracticable or inadvisable to
proceed with the sale or delivery of the Notes on the terms and in the manner
contemplated by this Agreement and the Offering Memorandum (exclusive of any
amendment or supplement thereto).



                                       19
<PAGE>   20

        (l)     No action shall have been taken and no statute, rule, regulation
or order shall have been enacted, adopted or issued by any governmental agency
or body, foreign or domestic, which would, as of the Closing Date, prevent the
issuance or sale of the Notes; and no injunction, restraining order or order of
any other nature by any federal, state or foreign court of competent
jurisdiction shall have been issued as of the Closing Date which would prevent
the issuance or sale of the Notes.

        (m)     Subsequent to the execution and delivery of this Agreement (i)
no downgrading shall have occurred in the rating accorded the Notes or any of
the Company's other debt securities by any "nationally recognized statistical
rating organization", as such term is defined by the Commission for purposes of
Rule 436(g)(2) of the rules and regulations of the Commission under the
Securities Act and (ii) no such organization shall have publicly announced that
it has under surveillance or review (other than an announcement with positive
implications of a possible upgrading), its rating of the Notes or any of the
Company's other debt securities.

        (n)     Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange, The Nasdaq Stock Market, the
over-the-counter market, shall have been suspended or limited, or minimum prices
shall have been established on any such exchange or market by the Commission, by
any such exchange or by any other regulatory body or governmental authority
having jurisdiction, or trading in any securities of the Company on any exchange
or in the over-the-counter market shall have been suspended or (ii) any
moratorium on commercial banking activities shall have been declared by federal
or New York State authorities or (iii) trading in the Company's Common Stock on
The Nasdaq Stock Market shall have been suspended or (iv) an outbreak or
escalation of hostilities or a declaration by the United States of a national
emergency or war or (v) a material adverse change in general economic, political
or financial conditions (or the effect of international conditions on the
financial markets in the United States shall be such) the effect of which, in
the case of this clause (v), is, in the judgment of the Representative on behalf
of the Initial Purchasers, so material and adverse as to make it impracticable
or inadvisable to proceed with the sale or the delivery of the Notes on the
terms and in the manner contemplated by this Agreement and in the Offering
Memorandum (exclusive of any amendment or supplement thereto).

        The opinions and certificates mentioned in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in all
material respects satisfactory to the Representative and to Wilmer, Cutler &
Pickering, counsel for the Initial Purchasers.

        If any of the conditions hereinabove provided for in this Section 5
shall not have been fulfilled when and as required by this Agreement to be
fulfilled, the obligations of the Initial Purchasers hereunder may be terminated
by the Representative by notifying the Company of such termination in writing or
by telegram at or prior to the Closing Date or the Option Closing Date, as the
case may be.

        In such event, the Company and the Initial Purchasers shall not be under
any obligation to each other (except to the extent provided in Sections 4 and 7
hereof).



                                       20
<PAGE>   21

6.      Subsequent Offers and Resales of the Notes.

        (a)     Each of the Initial Purchasers and the Company hereby establish
and agree to observe the following procedures in connection with the offer and
sale of the Notes:

                (i)     Offers and sales of the Notes shall only be made to
persons whom the offeror or seller reasonably believes to be qualified
institutional buyers (as defined in Rule 144A under the Securities Act) or
persons who are not U.S. persons (as defined in Rule 902(k) under the Securities
Act) in accordance with Regulation S.

                (ii)    No general solicitation or general advertising (within
the meaning of Rule 502(c) under the Securities Act) will be used in the United
States in connection with the offering or sale of the Notes.

                (iii)   In the case of a non-bank Subsequent Purchaser of a Note
acting as a fiduciary for one or more third parties, each third party shall, in
the judgment of the applicable Initial Purchasers, be a QIB.

                (iv)    Each Initial Purchaser will take reasonable steps to
inform, and cause each of its U.S. affiliates to take reasonable steps to
inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the
case may be, in the United States that the Notes (A) have not been registered
under the Securities Act, (B) are being sold to them without registration under
the Securities Act in reliance on Rule 144A or in accordance with another
exemption from registration under the Securities Act, as the case may be, and
(C) may not be offered, sold or otherwise transferred except (1) to the Company,
(2) outside the United States to non-U.S. persons in accordance with Regulation
S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the
seller reasonably believes is a QIB that is purchasing such Notes for its own
account or for the account of a QIB to whom notice is given that the offer, sale
or transfer is being made in reliance on Rule 144A or (y) pursuant to another
available exemption from registration under the Securities Act.

                (v)     The transfer restrictions and the other provisions set
forth in the Offering Memorandum under the heading "Notice to Investors;
Transfer Restrictions," including the legend required thereby, shall apply to
the Notes except as otherwise agreed by the Company and the Initial Purchasers.

        (b)     The Company covenants with the Initial Purchasers as follows:

                (i)     The Company agrees that it will not and will cause its
Affiliates not to, directly or indirectly, solicit any offer to buy or make any
offer or sale of, or otherwise negotiate in respect of, securities of the
Company of any class if, as a result of the doctrine of "integration" referred
to in Rule 502 under the Securities Act, such offer or sale would render invalid
(for the purpose of (i) the sale of the Notes by the Company to the Initial
Purchasers, (ii) the resale of the Notes by the Initial Purchasers to Subsequent
Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to
others) the exemption from the registration requirements of the Securities Act
provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S
thereunder or otherwise.



                                       21
<PAGE>   22

                (ii)    The Company agrees that, in order to render the Notes
eligible for resale pursuant to Rule 144A under the Securities Act, while any of
the Notes remain outstanding, it will make available, upon request, to any
holder of Notes or prospective purchasers of Notes the information specified in
Rule 144A(d)(4), unless the Company furnishes information to the Commission
pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether
made available to holders or prospective purchasers or furnished to the
Commission, is herein referred to as "Additional Information").

                (iii)   During the period beginning on the last date of original
issuance of the Notes and ending on the date that is two years from such date,
the Company will not, and will use all reasonable efforts not to permit any of
its "affiliates" (as defined under Rule 144 under the Securities Act or any
successor provision thereto) to, resell (x) any Notes which constitute
"restricted securities" under Rule 144 or (y) any securities into which the
Notes have been converted which constitute "restricted securities" under Rule
144, that in either case have been reacquired by any of them, except pursuant to
an effective registration statement under the Securities Act.

7.      Indemnification.

        (a)     The Company agrees to indemnify and hold harmless each Initial
Purchaser and each person, if any, who controls any Initial Purchaser within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities to which such Initial Purchaser or any such controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Preliminary Offering Memorandum,
Final Offering Memorandum or any amendment or supplement thereto, or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made; and will reimburse each
Initial Purchaser and each such controlling person upon demand for any legal or
other expenses reasonably incurred by such Initial Purchaser or such controlling
person in connection with investigating or defending any such loss, claim,
damage or liability, action or proceeding or in responding to a subpoena or
governmental inquiry related to the offering of the Notes, whether or not such
Initial Purchaser or controlling person is a party to any action or proceeding;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement, or omission or alleged
omission made in the Preliminary Offering Memorandum, Final Offering Memorandum,
or such amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Representative
specifically for use in the preparation thereof. This indemnity agreement will
be in addition to any liability which the Company may otherwise have.

        (b)     Each Initial Purchaser severally and not jointly will indemnify
and hold harmless the Company, and each person, if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities to which the Company or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or



                                       22
<PAGE>   23

are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Preliminary Offering Memorandum, Final Offering
Memorandum or any amendment or supplement thereto, or (ii) the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made; and will reimburse any legal or other
expenses reasonably incurred by the Company or controlling person in connection
with investigating or defending any such loss, claim, damage, liability, action
or proceeding; provided, however, that each Initial Purchaser will be liable in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission has been made in the
Preliminary Offering Memorandum, Final Offering Memorandum or such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by or through the Representative specifically for use
in the preparation thereof. This indemnity agreement will be in addition to any
liability which such Initial Purchaser may otherwise have.

        (c)     In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to this Section 7, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing. No
indemnification provided for in Section 7(a) or (b) shall be available to any
party who shall fail to give notice as provided in this Section 7(c) if the
party to whom notice was not given was unaware of the proceeding to which such
notice would have related and was materially prejudiced by the failure to give
such notice, but the failure to give such notice shall not relieve the
indemnifying party or parties from any liability which it or they may have to
the indemnified party for contribution or otherwise than on account of the
provisions of Section 7(a) or (b). In case any such proceeding shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party and shall pay as incurred the
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own counsel
at its own expense. Notwithstanding the foregoing, the indemnifying party shall
pay as incurred (or within 30 days of presentation) the fees and expenses of the
counsel retained by the indemnified party in the event (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel, (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them or (iii) the
indemnifying party shall have failed to assume the defense and employ counsel
acceptable to the indemnified party within a reasonable period of time after
notice of commencement of the action. It is understood that the indemnifying
party shall not, in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm for all such indemnified parties. Such firm shall be
designated in writing by you in the case of parties indemnified pursuant to
Section 7(a) and by the Company in the case of parties indemnified pursuant to
Section 7(b). The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the



                                       23
<PAGE>   24

indemnified party from and against any loss or liability by reason of such
settlement or judgment. In addition, the indemnifying party will not, without
the prior written consent of the indemnified party, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action
or proceeding of which indemnification may be sought hereunder (whether or not
any indemnified party is an actual or potential party to such claim, action or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action or proceeding.

        (d)     If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 7(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Initial Purchasers on the other from the offering of the
Shares. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Initial Purchasers on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, (or actions or proceedings in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Initial Purchasers on
the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total discounts received by the Initial Purchasers, in each case as set
forth in this Agreement and on the cover page of the Final Offering Memorandum.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Initial Purchasers on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

        The Company and the Initial Purchasers agree that it would not be just
and equitable if contributions pursuant to this Section 7(d) were determined by
pro rata allocation (even if the Initial Purchasers were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 7(d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to above in this Section 7(d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), (i) no Initial Purchaser shall be required to
contribute any amount in excess of the underwriting discounts applicable to the
Notes purchased by such Initial Purchaser, and (ii) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations
in this Section 7(d) to contribute are several in proportion to their respective
purchase obligations and not joint.



                                       24
<PAGE>   25

        (e)     In any proceeding relating to the Preliminary Offering
Memorandum, Offering Memorandum or any supplement or amendment thereto, each
party against whom contribution may be sought under this Section 7 hereby
consents to the jurisdiction of any court having jurisdiction over any other
contributing party, agrees that process issuing from such court may be served
upon him or it by any other contributing party and consents to the service of
such process and agrees that any other contributing party may join him or it as
an additional defendant in any such proceeding in which such other contributing
party is a party.

        (f)     Except as otherwise provided above in this Section 7, any
losses, claims, damages, liabilities or expenses for which an indemnified party
is entitled to indemnification or contribution under this Section 7 shall be
paid by the indemnifying party to the indemnified party as such losses, claims,
damages, liabilities or expenses are incurred (or within 30 days of
presentation). The indemnity and contribution agreements contained in this
Section 7 and the representations and warranties of the Company set forth in
this Agreement shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of any Initial Purchaser or any
person controlling any Initial Purchaser, the Company, its directors or officers
or any persons controlling the Company, (ii) acceptance of any Notes and payment
therefor hereunder, and (iii) any termination of this Agreement. A successor to
any Initial Purchaser, or to the Company, its directors or officers, or any
person controlling the Company, shall be entitled to the benefits of the
indemnity, contribution and reimbursement agreements contained in this Section
7.

8.      Default By Initial Purchasers. If on the Closing Date or the Option
Closing Date, as the case may be, any Initial Purchaser shall fail to purchase
and pay for the portion of the Notes which such Initial Purchaser has agreed to
purchase and pay for on such date (otherwise than by reason of any default on
the part of the Company), you, as Representative of the Initial Purchasers,
shall use your reasonable best efforts to procure within 36 hours thereafter one
or more of the other Initial Purchasers, or any others, to purchase from the
Company such amounts as may be agreed upon and upon the terms set forth herein,
the Firm Notes or Option Notes, as the case may be, which the defaulting Initial
Purchaser or Initial Purchasers failed to purchase. If during such 36 hours you,
as such Representative, shall not have procured such other Initial Purchasers,
or any others, to purchase the Firm Notes or Option Notes, as the case may be,
agreed to be purchased by the defaulting Initial Purchaser or Initial
Purchasers, then (a) if the aggregate principal amount of Notes with respect to
which such default shall occur does not exceed 10% of the Firm Notes or Option
Notes, as the case may be, covered hereby, the other Initial Purchasers shall be
obligated, severally, in proportion to the respective principal amount of Firm
Notes or Option Notes, as the case may be, which they are obligated to purchase
hereunder, to purchase the Firm Notes or Option Notes, as the case may be, which
such defaulting Initial Purchaser or Initial Purchasers failed to purchase, or
(b) if the aggregate principal amount of Firm Notes or Option Notes, as the case
may be, with respect to which such default shall occur exceeds 10% of the Firm
Notes or Option Notes, as the case may be, covered hereby, the Company or you as
the Representative of the Initial Purchasers will have the right, by written
notice given within the next 36-hour period to the parties to this Agreement, to
terminate this Agreement without liability on the part of the non-defaulting
Initial Purchasers or of the Company except to the extent provided in Section 7
hereof. In the event of a default by any Initial Purchaser or Initial
Purchasers, as set forth in this Section 8, the Closing Date or Option Closing
Date, as the case may be, may be postponed for such period, not exceeding seven
days,



                                       25
<PAGE>   26

as you, as Representative, may determine in order that the required changes in
the Offering Memorandum or in any other documents or arrangements may be
effected. The term "Initial Purchaser" includes any person substituted for a
defaulting Initial Purchaser. Any action taken under this Section 8 shall not
relieve any defaulting Initial Purchaser from liability in respect of any
default of such Initial Purchaser under this Agreement.

9.      Notices.

        All communications hereunder shall be in writing and, except as
otherwise provided herein, will be mailed, delivered, telecopied or telegraphed
and confirmed as follows:

        if to the Underwriters, to:

               Deutsche Bank Securities Inc.
               1 South Street
               Baltimore, Maryland 21202

               Attention: General Counsel

        with a copy to:

               Wilmer, Cutler & Pickering
               2445 M Street, NW
               Washington, DC  20037

               Attention: John B. Watkins

        if to the Company to:

               Manugistics Group, Inc.
               2115 East Jefferson Street
               Rockville, Maryland 20852

               Attention: Timothy T. Smith, Esq.

               with a copy to:

               Dilworth Paxon LLP
               3200 The Mellon Bank Center
               1735 Market Street
               Philadelphia, PA 19103

               Attention:  Joseph H. Jacovini, Esq.



                                       26
<PAGE>   27

10.     Termination. This Agreement may be terminated by you in your absolute
discretion by notice to the Company as follows:

        (a)     at any time prior to the Closing Date if any of the events
described in Section 5(k), (l), (m), (n) or (o) shall have occurred and be
continuing; or

        (b)     as provided in Sections 4 and 7 of this Agreement.

11.     Successors. This Agreement has been and is made solely for the benefit
of the Initial Purchasers and the Company and their respective successors,
executors, administrators, heirs and assigns, and the officers, directors and
controlling persons referred to herein, and no other person will have any right
or obligation hereunder. No purchaser of any of the Notes from any Initial
Purchaser shall be deemed a successor or assign merely because of such purchase.

12.     Information Provided by Initial Purchasers. The Company and the Initial
Purchasers acknowledge and agree that the only information furnished or to be
furnished by any Initial Purchaser to the Company for inclusion in any Offering
Memorandum consists of the information set forth in the last paragraph on the
front cover page (insofar as such information relates to the Initial
Purchasers), and the information under the caption "Plan of Distribution" in the
Offering Memorandum.

13.     Miscellaneous. The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and
covenants in this Agreement shall remain in full force and effect regardless of
(a) any termination of this Agreement, (b) any investigation made by or on
behalf of any Initial Purchaser or controlling person thereof, or by or on
behalf of the Company or its directors or officers and (c) delivery of, and
payment for, the Notes under this Agreement.

        This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.



                                       27
<PAGE>   28



        If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Company and the several
Initial Purchasers in accordance with its terms.

                                            Very truly yours,

                                            MANUGISTICS GROUP, INC.


                                            By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

The foregoing Purchase Agreement
is hereby confirmed and accepted as
of the date first above written.

DEUTSCHE BANK SECURITIES INC.

As Representative of the several
Initial Purchasers listed on Schedule I

By:  Deutsche Bank Securities Inc.


By:
        --------------------------
        Authorized Officer

<PAGE>   29


                                   SCHEDULE I


<TABLE>
<CAPTION>
                                            Principal Amount              Principal Amount
Initial Purchasers                            of Firm Notes                of Option Notes
------------------                            -------------                ---------------
<S>                                         <C>                           <C>
Deutsche Bank Securities Inc.                 $ 140,000,000                  $35,000,000

Banc of America Securities LLC                $  60,000,000                  $15,000,000

Total                                         $ 200,000,000                  $50,000,000
</TABLE>



<PAGE>   30


                                   SCHEDULE II

                             MANUGISTICS GROUP, INC.
                                  $200,000,000
                   5% CONVERTIBLE SUBORDINATED NOTES DUE 2007


        1. The Notes shall bear interest at a rate of 5% per annum.

        2. The Notes shall be convertible into shares of common stock, par value
$0.002 per share, of the Company (the "Common Stock") at an initial rate of
11.3475 shares of Common Stock per $1,000 principal amount of Notes.

        3. The purchase price to be paid by the Initial Purchasers for the Notes
shall be $194,000,000, being an amount equal to 97% of the aggregate principal
amount of Notes purchased by the Initial Purchasers.

        4. The redemption prices to be supplied on page 64 of the Offering
Memorandum (and correspondingly in the Indenture) shall be:

<TABLE>
<S>                                                                            <C>
               November 7, 2003 through October 31, 2004........................103.0%
               November 1, 2004 through October 31, 2005........................102.0%
               November 1, 2003 through October 31, 2006........................101.0%
</TABLE>