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                                                                    EXHIBIT 4.1


                 FORM OF EXECUTED REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made as of this
16th day of January, 2001, by and among MANUGISTICS GROUP, INC., a Delaware
corporation ("MANUGISTICS"), STG Holdings Inc., a Delaware corporation ("STG
HOLDINGS"), each of the stockholders of STG Holdings listed on Exhibit A hereto
(individually, an "STG STOCKHOLDER" and collectively, the "STG STOCKHOLDERS"),
STRATHDON INVESTMENTS LIMITED, as the Equity Holders Representative (the "EQUITY
HOLDERS REPRESENTATIVE").


                              B A C K G R O U N D:

        A.      On the date hereof, the STG Stockholders constitute the holders
of all of the issued and outstanding shares of capital stock of STG Holdings.

        B.      The STG Stockholders have entered into a Stock Purchase
Agreement dated as of December 22, 2000 (the "STOCK PURCHASE AGREEMENT") with
Manugistics, Inc. (the "PURCHASER") and STG Holdings, pursuant to which the STG
Stockholders have agreed to sell to the Purchaser all of the issued and
outstanding shares of the capital stock of STG Holdings (the "STG SHARES").
Unless otherwise defined herein, all capitalized terms used in this Agreement
shall have the respective meanings assigned to such terms in the Stock Purchase
Agreement.

        C.      As part of the purchase price for the STG Shares and in
consideration of the cancellation of the Stock Rights, and subject to the terms
and conditions of the Stock Purchase Agreement, the Purchaser has agreed to
deliver the following:

                (i)     On the First Distribution Date, the Purchaser will
                        deliver to the STG Stockholders the Stock Base
                        Consideration, which is payable in shares of the common
                        stock of Manugistics, par value $0.002 per share
                        ("MANUGISTICS COMMON STOCK"), and

                (ii)    On the Second Distribution Date, the Purchaser will
                        deliver to the Equity Holder Representative, as agent
                        for the STG Stockholders and the other holders of the
                        Stock Rights, the Performance Consideration, if any,
                        which may be payable in shares of Manugistics Common
                        Stock, as provided in the Stock Purchase Agreement.

The shares of the Manugistics Common Stock comprising the Stock Base
Consideration are herein referred to as the "BASE MANUGISTICS SHARES" and the
shares of the Manugistics Common Stock, if any, comprising the Performance
Consideration are herein referred to as the "PERFORMANCE MANUGISTICS SHARES".
The Base Manugistics Shares and the Performance Manugistics Shares, if any, are
herein collectively referred to as the "MANUGISTICS SHARES".

        D.      Concurrently with the execution of this Agreement, the STG
Stockholders have entered into an Allocation Agreement with the Equity Holders
Representative (the "ALLOCATION AGREEMENT"), which has been joined in and agreed
to by all of the other holders of the Stock Rights, pursuant to which the STG
Stockholders and other holders of the Stock Rights have


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appointed the Equity Holder Representative to act as their agent,
attorney-in-fact and representative in connection with, among other things, this
Agreement.

        E.      The parties have agreed that Manugistics shall use commercially
reasonable efforts to effect the registration of all of the Manugistics Shares
with the United States Securities and Exchange Commission under the Securities
Act of 1933, as amended, for resale by the STG Stockholders and the other
holders of the Stock Rights under the terms and conditions set forth in this
Agreement.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants set forth herein, the parties hereto, intending to be
legally bound, agree as follows:

1. CERTAIN DEFINITIONS.


        As used in this Agreement, the following terms shall have the meanings
set forth below:

        (a) "BUSINESS DAY" shall mean a day that is not a Saturday, a Sunday, or
a day on which banking institutions in New York, New York are required to be
closed.

        (b) "COMMISSION" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

        (c) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, all as the same shall be in
effect from time to time.

        (d) "NASDAQ" means The Nasdaq Stock Market or any market successor
thereto.

        (e) "PERMITTED TRANSFER" means:

                (i)     A Transfer by any STG Stockholder by gift to his or her
                        spouse, lineal descendants, spouses of his or her lineal
                        descendants, or as settlor of a trust or trusts solely
                        for the benefit of such Seller's spouse and/or any of
                        such other persons, and thereafter any distribution by
                        such trust to the beneficiaries of such trust, provided,
                        however, that any further Transfer by any such
                        transferee shall not be a Permitted Transfer.

                (ii)    A Transfer, in the event of the death of any STG
                        Stockholder or transferee of a type referred to in (i),
                        above, to his or her (A) personal representatives (in
                        their capacities as such), (B) estate and/or (C) named
                        beneficiaries (including trusts of the type referred to
                        in (ii), above); and

                (iii)   A transfer by the Equity Holders Representative to the
                        holders of the Stock Rights in accordance with the
                        Allocation Agreement;

provided, however, that each transferee shall, prior to and as a condition
precedent to the effectiveness of such Transfer of Registrable Securities to
such transferee, (i) execute and deliver to Manugistics a valid and binding
Adoption Agreement in the form attached hereto as Exhibit B


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to the effect that such transferee shall thereafter be deemed a Seller for the
purposes of this Agreement, and (ii) notify the Equity Holders Representative of
such Transfer.

        (f) "PERMITTED TRANSFEREE" shall mean a transferee in a transaction
constituting a Permitted Transfer.

        (g) "PERSON" means an individual, partnership, limited liability
company, corporation, trust or unincorporated organization or government or
agency or political subdivision thereof.

        (h) "PROSPECTUS" shall mean (i) the preliminary prospectus included in
each Registration Statement filed prior to the time it becomes effective; (ii)
each form of prospectus first filed with the Commission pursuant to Rule 424(b);
and (iii) all supplements thereto and amendments thereto which shall have been
declared effective by the Commission.

        (i) "REGISTRABLE SECURITIES" shall mean (i) the Manugistics Shares; and
(ii) any Manugistics Common Stock and any other security issued as a dividend or
other distribution with respect to or in exchange for or in replacement of the
Manugistics Shares, provided, however, that Registrable Securities shall not
include (a) any Manugistics Shares prior to their issuance or any right to
receive such Manugistics Shares, or (b) any shares of Manugistics Common Stock
which have been sold to the public either pursuant to a Registration Statement
or pursuant to Rule 144, which are eligible for sale to the public pursuant to
Rule 144, or which have been sold in any other transaction in which the
transferor's rights under this Agreement are not assigned.

        (j) The terms "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to
a registration effected by preparing and filing with the Commission a
registration statement in compliance with the Securities Act and applicable
rules and regulations thereunder, and the declaration or ordering of the
effectiveness of such registration statement by the Commission.

        (k) "REGISTRATION EXPENSES" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including all
registration, qualification and filing fees, reproduction and printing expenses,
expenses incurred by Manugistics in the preparation of any registration
statement, fees and disbursements of counsel for Manugistics and those of
Manugistics' other independent professional advisors and experts, listing fees
and other costs incurred in listing Registrable Securities for trading on Nasdaq
or on any stock exchange, blue sky fees and expenses (if any), expenses of any
regular or special accounting services provided to Manugistics or the Equity
Holders Representative incident to or required by any such registration, and the
reasonable fees and disbursements of one counsel selected by the Equity Holders
Representative for all parties selling Registrable Securities pursuant to either
Registration Statement, but shall not include Selling Expenses.

        (l) "REGISTRATION STATEMENTS" shall mean the registration statements to
be filed or filed by Manugistics with the Commission pursuant to the First
Registration and, if required, the Second Registration pursuant to Section 2,
below (including all (a) amendments and supplements to each of them, (b) each
Prospectus contained therein, and (c) all exhibits thereto or incorporated by
reference therein).


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        (m) "RULE 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.

        (n) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and regulations thereunder, all as the same shall be in effect from time to
time.

        (o) "SELLER" shall mean (i) each STG Stockholder, (ii) each other holder
of the Stock Rights, (iii) the Equity Holders Representative, and (iv) each
Permitted Transferee and any other holder of Registrable Securities to whom the
registration rights conferred by this Agreement have been transferred in
compliance with Section 10(a) hereof.

        (p) "SELLING EXPENSES" shall mean all brokerage fees, selling
commissions and underwriting discounts (if any), and stock transfer taxes
applicable to the sale of Registrable Securities and fees and disbursements of
counsel for any Seller (other than the fees and disbursements of such counsel
included in Registration Expenses).

        (q) "TRANSACTION DOCUMENTS" shall mean this Agreement, the Stock
Purchase Agreement, the Escrow Agreement, the Allocation Agreement, and each of
the other agreements and documents delivered pursuant to or in connection with
the Stock Purchase Agreement.

        (r) "TRANSFER" means any sale, transfer, encumbrance, gift, donation,
assignment, pledge, hypothecation or other disposition of any Securities or any
interest therein, whether voluntary or involuntary, including, but not limited
to, any disposition by operation of law, by court order, by judicial process or
by foreclosure, levy or attachment.

2. DUTIES OF EQUITY HOLDERS REPRESENTATIVE.

        (a) The Equity Holders Representative shall have the power and
authority, without limitation, to execute and deliver any and all agreements,
instruments, certificates, notices and other documents and to take any and all
other actions, in the name of and on behalf of each Seller, that are provided
for in this Agreement or that the Equity Holders Representative deems necessary
or appropriate to carry out the purpose and intent of this Agreement.

        (b) Without limitation of the foregoing, and by way of example only, the
Equity Holders Representative is authorized and directed to take the following
actions under this Agreement on behalf of and for the benefit of each Seller:

                (i)     to select one legal counsel to represent the Sellers in
                        connection with the registration of the Registrable
                        Securities pursuant to this Agreement;

                (ii)    to make, send or receive written requests or
                        certificates and make or cause any other communications
                        to Manugistics or from the Sellers pursuant to this
                        Agreement;


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                (iii)   to receive notices and documents from Manugistics
                        pursuant to this Agreement, which (in the case of
                        material notices and documents) the Equity Holders
                        Representative shall promptly forward or transmit to
                        such Seller;

                (iv)    to provide promptly to Manugistics all notices and
                        information furnished by such Seller pursuant to this
                        Agreement.

        (c) The Equity Holders Representative shall promptly disseminate to all
Sellers as many Prospectuses as reasonably necessary and required from time to
time under applicable securities laws during each Applicable Period (as that
term is defined below). Manugistics shall bear the expenses of printing and
production of such Prospectuses and dissemination thereof to the Sellers.

3. REGISTRATION.

        (a) As soon as practicable after the date of this Agreement, but subject
to subsection (c) below, Manugistics shall effect (i) the registration for offer
and resale under the Securities Act of all of the Base Manugistics Shares; and
(ii) appropriate qualifications (if any), required under applicable state
"blue-sky" securities laws of such jurisdictions as the Equity Holders
Representative shall reasonably request in writing from time to time
(collectively, the "FIRST REGISTRATION"). In furtherance of the First
Registration, Manugistics shall file with the Commission within twenty (20) days
after the date of this Agreement, but subject to subsection (c) below, a
registration statement on an appropriate form (which form shall comply as to
form in all material respects with the requirements of the applicable form) (the
"First Registration Statement") under the Securities Act covering the Base
Manugistics Shares and/or any other securities which then constitute Registrable
Securities, as appropriate.

        (b) If Manugistics shall elect to issue to Seller Performance
Manugistics Shares in payment of the Performance Consideration, if any, then as
soon as practicable after the final determination of the amount of the
Performance Consideration under Section 3.3.5 of the Stock Purchase Agreement,
subject to Sections 6(i) and 6(j) of the Allocation Agreement (the "PERFORMANCE
CONSIDERATION DETERMINATION DATE"), but subject to subsection (c) below,
Manugistics shall effect (i) the registration for offer and resale under the
Securities Act of all of the Performance Manugistics Shares; and (ii)
appropriate qualifications (if any), required under applicable state "blue-sky"
securities laws of such jurisdictions as the Equity Holders Representative shall
reasonably request in writing from time to time (collectively, the "SECOND
REGISTRATION"). In furtherance of the Second Registration, Manugistics shall
file with the Commission within twenty (20) days after the Performance
Consideration Determination Date, but subject to subsection (c) below, a
registration statement on an appropriate form (which form shall comply as to
form in all material respects with the requirements of the applicable form) (the
"Second Registration Statement") under the Securities Act covering the
Performance Manugistics Shares and/or any other securities which then constitute
Registrable Securities, as appropriate.

        (c) Notwithstanding the foregoing, Manugistics shall not be obligated to
effect, or to take any action to effect, either the First Registration, the
Second Registration, or both, if:

                (i)     in any particular jurisdiction, Manugistics would be
                        required to execute a general consent to service of
                        process in effecting such Registration,


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                        qualification, or compliance, unless Manugistics is
                        already subject to service in such jurisdiction and
                        except as may be required by the Securities Act; or if

                (ii)    (A) in the good faith judgment of the Board of Directors
                        of Manugistics, such Registration would be seriously
                        detrimental to Manugistics and the Board of Directors of
                        Manugistics in its sole discretion concludes, as a
                        result, that it is essential to defer the filing of the
                        Registration Statement at such time, and (B) Manugistics
                        shall furnish to the Equity Holder Representative a
                        certificate signed by the President of Manugistics
                        stating that, in the good faith judgment of the Board of
                        Directors of Manugistics, it would be seriously
                        detrimental to Manugistics for such Registration
                        Statement to be filed in the near future and that it is,
                        therefore, essential to defer the filing of such
                        Registration Statement, then Manugistics shall have the
                        right to defer such filing

provided, however, that any deferral of the registration pursuant to subsection
(ii) hereof shall not exceed sixty (60) days.

        (d) All Registration Expenses shall be borne by Manugistics and all
Selling Expenses shall be borne by the Sellers.

4. REGISTRATION PROCEDURES.

        Manugistics shall, at its own expense:

        (a) notify the Equity Holders Representative as to: (i) the initial
filing of each Registration Statement; (ii) the receipt of any comments thereon
from the Commission; (iii) any request from the Commission or any state
regulatory authority for amendment of each Registration Statement or for
supplement to any Prospectus or for any additional information in connection
therewith; (iv) the filing of each amendment thereto, including any
post-effective amendment; (v) the effectiveness of each Registration Statement
or any post-effective amendment thereto; and (vi) the issuance by the Commission
or any state regulatory authority of any stop order suspending the effectiveness
of either Registration Statement or the use of any Prospectus or the institution
of any proceedings for that purpose;

        (b) use commercially reasonable efforts to prevent the issuance of any
stop order preventing or suspending the use of any Prospectus and to obtain as
soon as possible the lifting or withdrawal thereof, if issued;

        (c) keep the First Registration effective from the effective date
thereof to and including the first to occur of: (i) one year from the First
Distribution Date; or (ii) the date on which each Seller has completed the
distribution of Registrable Securities described in the applicable Registration
Statement; (the "FIRST APPLICABLE PERIOD");

        (d) keep the Second Registration effective from the effective date
thereof to and including the first to occur of: (i) one year from the Second
Distribution Date; or (ii) the date on which each Seller has completed the
distribution of Registrable Securities described in the applicable


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Registration Statement(the "SECOND APPLICABLE PERIOD" and, with the First
Applicable Period, each an "APPLICABLE PERIOD");

        (e) promptly prepare and file with the Commission such amendments and
supplements to each Registration Statement and the prospectus used in connection
with the Registration Statement as shall be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement and thereafter use its
reasonable best efforts to cause any such post-effective amendment to be
declared effective by the Commission as promptly as permitted by the Commission;

        (f) furnish to the Equity Holders Representative: (i) such number of
Prospectuses and other documents incident thereto, including any amendment of or
supplement to the Prospectus, as the Equity Holders Representative may
reasonably request (for dissemination or otherwise) from time to time; (ii) two
signed copies of each Registration Statement and all amendments thereto,
including all exhibits filed therewith; and (iii) such number of conformed
copies of each Registration Statement (including such number of copies of the
exhibits filed therewith as may reasonably be requested), including documents
incorporated by reference therein, as the Equity Holders Representative may
reasonably request from time to time;

        (g) notify the Equity Holders Representative of Registrable Securities
covered by either Registration Statement at any time

                (i)     when a prospectus relating thereto is required to be
                        delivered under the Securities Act of the happening of
                        any event or the failure of any event to occur or the
                        discovery of any facts as a result of which the
                        Prospectus included in such Registration Statement, as
                        then in effect, includes any untrue statement of a
                        material fact or omits to state a material fact required
                        to be stated therein or necessary to make the statements
                        therein not misleading or incomplete in the light of the
                        circumstances then existing, and at the request of
                        Seller, prepare and furnish to the Equity Holders
                        Representative a reasonable number of copies of a
                        supplement to or an amendment of such Prospectus as may
                        be necessary so that, as thereafter delivered to the
                        purchaser(s) of such shares, such Prospectus shall not
                        include any 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 not
                        misleading or incomplete in the light of the
                        circumstances then existing;

                (ii)    if, during an Applicable Period, the representations and
                        warranties of Manugistics contained in this Agreement or
                        in the Stock Purchase Agreement cease to be true and
                        correct in any material respect;

                (iii)   if Manugistics receives any notification of the issuance
                        of a stop order or the suspension of the registration or
                        qualification of the Registrable Securities in any
                        jurisdiction or the initiation of any proceeding for
                        such purpose; and

                (iv)    that, in Manugistics' reasonable determination, a
                        post-effective amendment to such Registration Statement
                        would be appropriate;


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        (h) Manugistics shall provide one copy of each notice or document given
or furnished to the Equity Holders Representative pursuant to Section 4(a), (f)
and (g), above, concurrently with the provision thereof or as promptly
thereafter as practicable to legal counsel designated by the Equity Holders
Representative in a written notice given to Manugistics;

        (i) list the Registrable Securities registered pursuant to this
Agreement on Nasdaq and any securities exchange on which Manugistics Common
Stock is then listed;

        (j) make generally available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least
twelve (12) months, but not more than eighteen (18) months, beginning with the
first month after the effective date of each registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act); and

        (k) make every reasonable effort to obtain the withdrawal or removal of
any order suspending the effectiveness of either Registration Statement as
promptly as practicable under the circumstances.

5. INFORMATION BY SELLERS.

        (a) Each Seller shall furnish to Manugistics such information regarding
such Seller, the Registrable Securities held by such Seller and the sale or
other Transfer thereof proposed by such Seller as Manugistics may request in
writing and as shall be reasonably required in connection with the Registration.

        (b) Each Seller shall furnish to Manugistics such certificates and
documents confirming as of the effective date of the Registration Statement the
representations and warranties and performance of the covenants made herein by
such Seller and such related matters as Manugistics shall have reasonably
requested in writing.

6. RESTRICTIONS ON TRANSFER

        (a) Prior to the effective date of the First Registration Statement, no
Seller shall make or effect any Transfer (other than a Permitted Transfer),
directly or indirectly, of its right to receive any of the Base Manugistics
Shares. Prior to the effective date of the Second Registration Statement, no
Seller shall make or effect any Transfer (other than a Permitted Transfer),
directly or indirectly, of its right to receive any of the Performance
Manugistics Shares.

        (b) Subsequent to the effectiveness of each Registration Statement, no
Seller shall make or effect any Transfer of Registrable Securities except: (i)
Permitted Transfers; (ii) Transfers pursuant to the Prospectus and as provided
under the caption "Plan of Distribution" therein; and (iii) Transfers in
accordance with Rule 144(k); provided, however, that if, for any reason, the
first Registration Statement shall not have become effective prior to the first
anniversary of the First Distribution Date, Transfers of Registrable Securities
that constitute Base Manugistics Shares may be effected in accordance with Rule
144 or Regulation S; and provided, further however, that if, for any reason, the
second Registration Statement shall not have become effective prior to the first


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anniversary of the Second Distribution Date, Transfers of Registrable Securities
that constitute Performance Manugistics Shares may be effected in accordance
with Rule 144 or Regulation S; and provided, further, however that if either
Registration Statement shall become effective but the Prospectus shall
thereafter become unusable to effect sales of Registrable Securities during the
Applicable Period due to the entry of a stop order, the filing of a
post-effective amendment which has not been declared effective or for any other
reason, then Transfers of the Registrable Securities to which such Registration
Statement pertains may be effected pursuant to the provisions of Rule 144 or
Regulation S.

        (c) Each Seller shall promptly notify the Equity Holders Representative
of each Transfer (other than Transfers effected pursuant to the Prospectus or
Rule 144) of Registrable Securities made or effected by such Seller, but in no
event later than three Business Days after such Transfer. The Seller shall
specify the name, address and tax identification number of each transferee,
together with the amount of Registrable Securities transferred to such
transferee. The Equity Holders Representative shall notify Manugistics of such
Transfer, promptly after receipt of such notice, but in no event later than
three Business Days after receipt of such notice from the Seller.

        (d) Each Seller shall promptly notify each of Manugistics and the Equity
Holders Representative if it shall have become an "affiliate" of Manugistics
within the meaning of Rule 144(a).

        (e) Each Seller has not taken and will not take, directly or indirectly,
any action designed to cause or result in, or which has constituted or might
reasonably be expected to constitute, the manipulation or stabilization of the
price of Manugistics Common Stock or of any other securities of Manugistics.

7. INDEMNIFICATION WITH RESPECT TO SECURITIES MATTERS.

        (a) Manugistics will indemnify each Seller, each of its officers,
directors or partners and each person controlling such Seller within the meaning
of Section 15 of the Securities Act with respect to which Registration has been
effected pursuant to this Section 7 against all expenses, claims, losses,
damages, and liabilities (or actions, proceedings, judgments or settlements in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in each Registration Statement,
Prospectus or offering circular incident to any such Registration, or based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statement therein not misleading, or
any violation by Manugistics of the Securities Act or any rule or regulation
thereunder applicable to Manugistics and relating to action or inaction required
of Manugistics in connection with any such Registration, and will reimburse each
such Seller, its officers, directors or partners and each person controlling
such Seller for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability, or action; provided, however, that Manugistics will not be
liable in any such case to the extent that any such claim, loss, damage,
liability, or expense arises out of or is based on any untrue statement or
omission based upon written information furnished to Manugistics by or on behalf
of such Seller specifically for use therein. It is agreed that the indemnity
agreement


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contained in this Section 7 shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is effected
without the consent of Manugistics (which consent shall not be unreasonably
withheld).

        (b) Each Seller, severally and not jointly, will indemnify Manugistics,
each of its directors, officers or partners and each person who controls
Manugistics within the meaning of Section 15 of the Securities Act, each other
Seller, and each of their respective officers, directors or partners and each
person controlling such other Seller, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
each Registration Statement, Prospectus or offering circular incident to such
Registration or any 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 each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged omission)
is made in such Registration Statement, Prospectus or offering circular in
reliance upon and in conformity with written information furnished to
Manugistics by or on behalf of the Seller, whether by the Equity Holders
Representative or otherwise, specifically for use therein, and will reimburse
Manugistics and such other Sellers, directors, officers or partners, and control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability, or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such Registration Statement, Prospectus or offering circular in reliance
upon and in conformity with written information furnished to Manugistics by or
on behalf of the Seller, whether by the Equity Holders Representative or
otherwise, specifically for use therein; provided, however, that the obligations
of such Seller hereunder shall not apply to amounts paid in settlement of any
such claims, losses, damages, or liabilities (or actions in respect thereof) if
such settlement is effected without the consent of such Seller (which consent
shall not be unreasonably withheld). The maximum liability of any Seller for
indemnity pursuant to this Section 7(b) shall not exceed the net proceeds that
such Seller realized from the sale of its Manugistics Shares pursuant to each
Prospectus or, if the Seller has not yet sold all of the Manugistics Shares to
which it is or may be entitled to receive pursuant to the Prospectuses at the
time that indemnification is required pursuant to this Agreement then the
Seller's maximum liability hereunder shall be the value of the Manugistics
Shares beneficially held by such Seller (or to which Seller may become entitled)
covered by both Prospectuses measured by the closing price of such Manugistics
Shares on Nasdaq or other market or exchange on which the Manugistics Shares are
traded, or, if not so traded, by a fair market value standard reasonably
approved by Manugistics' then current Board of Directors.

        (c) Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its


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obligations under this Agreement to the extent such failure is not prejudicial.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

        (d) If the indemnification provided for in this Section 7 is held by a
court of competent jurisdiction to be unavailable to or insufficient to hold
harmless an Indemnified Party with respect to any loss, liability, claim,
damage, or expense (or actions or proceedings in respect thereof) referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense
(or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party, on the one
hand, and of the Indemnified Party on the other, in connection with the
statement or omissions that resulted in such loss, liability, claim, damage, or
expense (or actions or proceedings in respect thereof), as well as any other
relevant equitable considerations; provided, however, that no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contributions from any Person that was not
guilty of such fraudulent misrepresentation. The relative fault of the
Indemnifying Party and of the Indemnified Party 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 Indemnifying Party or by the Indemnified
Party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

        The parties hereto 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 Sellers 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 any loss, liability, claim,
damage, or expense (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. The Sellers' obligations in
this Section 7(d) to contribute are several and not joint.

        (e) The obligations of each Seller to indemnify and hold harmless
Manugistics and each other person entitled to indemnity as an Indemnified Party
under Section 7(b) is independent of any provision of the Stock Purchase
Agreement and the right of Manugistics and each such other person to be
indemnified under Section 7(b), above, shall not be limited by or otherwise
subject to any provision of the Stock Purchase Agreement.


                                       11
<PAGE>   12


8. REPORTING REQUIREMENTS.

        Manugistics agrees that:

        (a) during each Applicable Period, for so long as Manugistics is subject
to the reporting requirements of Section 13 or 15 of the Exchange Act,
Manugistics will file the reports required to be filed by it under the
Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and
regulations adopted by the Commission thereunder;

        (b) if Manugistics shall cease to be so required to file such reports,
it will, upon the request of the Equity Holders Representative, take such
further action that is reasonable in the circumstances, including, without
limitation, the provision of current public information as required by Rule
144(c) (or any similar successor provision), to enable such Seller to sell its
Registrable Securities pursuant to Rule 144; and

        (c) periodically furnish to the Equity Holders Representative forthwith
upon written request a written statement by Manugistics as to its compliance
with the reporting requirements of the Securities Act, the Exchange Act and/or
Rule 144, as appropriate.

9. RESTRICTIVE LEGENDS.

        (a) Each certificate evidencing Manugistics Shares delivered on the
First Distribution Date or the Second Distribution Date shall bear the following
legends:

                The securities represented by this certificate (the "Shares")
                have not been registered under the Securities Act of 1993 (the
                "Act") or applicable state securities laws. The shares have been
                acquired for the record holder's own account, as principal, and
                not with a view to the resale of all or any part of the shares,
                and with no present intention, agreement or arrangement to
                resell, transfer or otherwise dispose of all or any part of the
                shares to a US person as defined in Rule 902(k) under the Act
                during the 12-month period following the date of this
                Certificate, except in accordance with the requirements of
                Regulation S under the Act, pursuant to Registration under the
                Act or pursuant to an available exemption from registration
                under the Act, or the availability, in the opinion of counsel,
                to the transferor, which opinion shall be satisfactory to the
                Company, of an exemption from registration thereunder or unless
                resold pursuant to Rule 144 under the Act and the transfer agent
                does not require an opinion of counsel. The shares may not be
                used to engage in any hedging transactions, except in accordance
                with the requirements of Regulation S under the Act.

                The shares represented by this certificate are subject to
                certain restrictions on transferability and to the other terms
                and conditions of that certain Registration Rights Agreement
                dated as of January 16, 2001, by and among Manugistics Group,
                Inc. and the other parties


                                       12
<PAGE>   13


                thereto, copies of which are on file and may be obtained upon
                written request directed to the attention of the Secretary of
                Manugistics Group, Inc. Under said Agreement, such shares may
                not be sold, pledged, donated or otherwise transferred or
                encumbered except as expressly permitted thereunder.

        (b) Upon the effectiveness of each Registration Statement, the
restrictive legend referring to the Securities Act of 1933 set forth in Section
9(a), above, shall be removed from each certificate representing Manugistics
Shares that are being registered under such Registration Statement. The legend
in Section 9(a), above, referring to this Registration Rights Agreement shall be
removed from each certificate evidencing Registrable Securities upon the first
to occur of: (i) the sale or other Transfer of such securities pursuant to the
Prospectus; and (ii) the sale of such securities pursuant to Rule 144 (including
Rule 144(k)).

10. MISCELLANEOUS.

        (a) Benefits Non-transferable. Notwithstanding anything to the contrary
contained elsewhere in this Agreement or in any other Transaction Document, the
obligation of Manugistics to effect the First Registration and the Second
Registration and, thereafter, to maintain the effectiveness of each Registration
Statement is solely for the benefit of each Seller and, subject to Sections 6(c)
and 1(e) hereof, Permitted Transferees.

        (b) Governing Law. This Agreement shall be governed by and interpreted
and enforced in accordance with the laws of the State of Delaware as applied to
contracts made and fully performed therein.

        (c) Section Headings. All section headings are for convenience only and
shall in no way modify or restrict any of the terms or provisions hereof.

        (d) Interpretation. The masculine (or neuter) pronoun and the singular
number shall include the masculine, feminine and neuter genders and the singular
and plural numbers. A reference to a person shall mean a natural person, a
trustee, a corporation, a partnership and any other form of legal entity. All
references in the singular or plural shall be deemed to have been made,
respectively, in the plural or singular number as well, as the context may
require.

        (e) Counterparts. This Agreement may be executed in two or more
counterparts, including, without limitation, execution by facsimile, each of
which shall be deemed an original, and all of which when taken together shall be
deemed to be one and the same instrument. It shall not be necessary in making
proof of this Agreement or any counterpart hereof to produce or account for any
of the other counterparts.

        (f) Amendments and Waivers. The provisions of this Agreement, including
provisions of this Section 10(g), may not be amended, modified or supplemented,
otherwise than with the prior written consent of Manugistics and Sellers holding
at least 50% of the issued and outstanding Manugistics Shares that are
Registrable Securities.


                                       13
<PAGE>   14


        (g) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered first
class mail, telex, telecopier, or any courier guaranteeing overnight delivery:
(i) if to a Seller, to the Equity Holders Representative addressed as provided
in the Stock Purchase Agreement, or if required to be given hereunder directly
to the Seller, to the most current address given by such Seller to the Equity
Holders Representative by means of a notice given in accordance with the
provisions of this Section 10(g), and (ii) if to Manugistics, initially at
Manugistics' address as set forth in the Stock Purchase Agreement, and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 10(g).

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

        (h) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of the parties
hereto, subject to Section 10(a), above, provided, however, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of this Agreement, the Stock
Purchase Agreement or applicable law. If any transferee of any Seller shall
acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the terms
of this Agreement, and by taking and holding such Registrable Securities, such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof.

        (i) Consent to Jurisdiction and Service. Except for disputes that are
subject to binding arbitration pursuant to the Transaction Documents, the
parties hereby absolutely and irrevocably consent and submit to the jurisdiction
of the courts of the State of Delaware and of any Federal court located in said
State in connection with any actions or proceedings brought by or against any
party hereto and arising out of or relating to the Transaction Documents and
agree that any such actions or proceedings shall be brought only in such courts.
In any such action or proceeding, the parties hereby absolutely and irrevocably
waive personal service of any summons, complaint, declaration or other process
and hereby absolutely and irrevocably agree that the service thereof may be made
by certified or registered first-class mail directed to such parties at their
respective addresses in accordance with Section 10(g) hereof.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


                                       14
<PAGE>   15


        IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed this Registration Rights Agreement on the date first
above written.


                                            MANUGISTICS GROUP, INC.

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


                                            STG HOLDINGS INC.

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



                                            STRATHDON INVESTMENTS LIMITED,
                                            AS EQUITY HOLDERS REPRESENTATIVE:

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


                                            STG STOCKHOLDERS:

                                            APS PARTNERS, LP

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


                                            BENTON-EFO PARTNERS, LP

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


                                            MERIFIN CAPITAL, N.V.

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


                                       15
<PAGE>   16


                                            STRATHDON INVESTMENTS LIMITED

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


                                            BENTON TECHNOLOGY I PARTNERS, LP

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


                                            BENTON TECHNOLOGY II PARTNERS, LP

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


                                            CANON'S NOMINEES LTD
                                            (DESIGNATION INNVOTEC LIMITED
                                            PARTNERSHIP)

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


                                            SEFTA TRUSTEES LIMITED (REF 026)

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


                                            ------------------------------------
                                            AVI GREENFIELD


                                            ------------------------------------
                                            ISSACHAR PAZGAL


                                            ------------------------------------
                                            NICHOLAS HILLSBOROUGH


                                            ------------------------------------
                                            STEPHEN FRANKS


                                            ------------------------------------
                                            COLIN AMIES


                                            ------------------------------------
                                            JOHN A. SPENS



                                       16
<PAGE>   17


                                            EFO HOLDING, L.P.

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








                                       17
<PAGE>   18


                                    EXHIBIT A

                                STG STOCKHOLDERS


                                   APS PARTNERS, LP
                                   BENTON-EFO PARTNERS, LP
                                   MERIFIN CAPITAL, N.V.
                                   STRATHDON INVESTMENTS LIMITED
                                   BENTON TECHNOLOGY I PARTNERS, LP
                                   BENTON TECHNOLOGY II PARTNERS, LP
                                   CANON'S NOMINEES LTD
                                      (DESIGNATION INNVOTEC LIMITED PARTNERSHIP)
                                   SEFTA TRUSTEES LIMITED (REF 026)
                                   EFO HOLDINGS, L.P.
                                   Avi Greenfield
                                   Issachar Pazgal
                                   Nicholas Hillsborough
                                   Stephen Franks
                                   Colin Amies
                                   John A. Spens



                                       18
<PAGE>   19


                                    EXHIBIT B

                               ADOPTION AGREEMENT


        This Adoption Agreement ("Adoption Agreement") is executed by the
undersigned (the "Transferee") pursuant to the terms of that certain
Registration Rights Agreement dated as of January 16, 2001 (the "Agreement") by
and among Manugistics Group, Inc. and the other parties thereto. Capitalized
terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Agreement. By the execution of this Adoption Agreement, the
Transferee agrees as follows:

        1.      Acknowledgment. Transferee acknowledges that Transferee is
acquiring certain securities of the Company (the "Securities"), subject to the
terms and conditions of the Agreement.

        2.      Agreement. Transferee (i) agrees that the Securities acquired by
Transferee shall be bound by and subject to the terms of the Agreement, and (ii)
hereby adopts the Agreement with the same force and effect as if Transferee were
originally a party thereto, with the effect that Transferee shall hereafter be
deemed a "Seller" for the purposes of the Agreement. .

        3.      Notice. Any notice required or permitted by the Agreement shall
be given to Transferee at the address listed beside Transferee's signature
below.

        4.      Joinder. The spouse of the undersigned Transferee, if
applicable, executes this Adoption to acknowledge its fairness and that it is in
such spouse's best interests and to bind to the terms of the Agreement such
spouse's community interest, if any, in the Securities.

        EXECUTED AND DATED as of this ____ day of __________________..


                              [NAME OF TRANSFEREE]

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

                              Social Security Number or Tax ID Number:
                                                                      ----------
                              Address:
                                      ------------------------------------------
                              Fax:
                                  ----------------------------------------------

                              Spouse: (if applicable):
                              Name:
                                   ---------------------------------------------





                                       19
<PAGE>   20


        Accepted and Agreed to by Manugistics:



                                            MANUGISTICS GROUP, INC.

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




                                       20