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Exhibit 10.34

February 7, 2002

Jeff Holmes
6537 Garden Grove Way
Gaithersburg, MD 20882

Dear Jeff:

By this letter, Manugistics seeks to attach as an addendum to your original
offer letter a provision by which it will provide to you a severance package
in the event that your employment is terminated for reasons other than cause.
While the provisions of this addendum will not affect the terms and conditions
of your employment, including your at-will status, if you accept the terms of
the addendum, it will provide you with compensation and benefits to which you
would not otherwise be entitled. The terms of the addendum are set forth
below. If you agree to accept those terms, please sign and date this letter
and return it to the Human Resources Department.

ADDENDUM

If the company terminates your employment for reasons other than cause, you
will receive your base salary and benefits in accordance with the Companys
payroll practices for the equivalent of a six (6) month period commencing on
your termination date; provided that the foregoing salary and benefits will
cease immediately if you begin alternative employment during this six month
period. Any period during which your are receiving these payments and benefits
is called your severance period. You are not entitled to receive (1) any
bonus based on financial performance of sales growth, earnings, or management
objectives, or (2) your quarterly bonus during the severance period. During
your severance period, any options which you hold will continue to vest in
accordance with their terms. In order to receive the benefits described
herein, you will be required to execute a severance agreement and full release
of claims.

I hereby acknowledge that I have read, understood and accept the terms set
forth in this addendum to my offer letter dated October 8,1996, which is
incorporated herein by reference.



|/s/ Jeffrey L.
Holmes | 02/08/02
|--------------------- | --------
|Jeffrey L. Holmes     |         





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October 8, 1996

Jeffrey Holmes
14 Wolf Crescent
Bolton, Ontario
L7E 5R8

Dear Jeffrey:

We are pleased to confirm our verbal offer for the position of Director,
Industry Marketing Consumer Products, reporting to Mary Lou Fox, Senior Vice
President, Professional Services and Market Management Division. This is an
exempt position.

In this position your monthly salary will be $9,583.34 and an annual
performance incentive plan of 30% of your base salary which will be prorated
based on your hire date for the remainder of Fiscal Year 1997. You will also
have the opportunity to earn an additional 20% of base salary for above plan
performance which will be prorated based on your hire date for the remainder of
Fiscal Year 1997. Assistance for relocation fee will be $9,000. Finally, we
will recommend to the Board of Directors that the Board grant you an option to
purchase an additional 5000 shares of stock under the Manugistics Employee
Stock Option Plan. This position has regular performance and salary reviews;
your first review will be after one year. In keeping with Manugistics policy,
all offers are contingent upon successful completion of employment references.

Effective on your first day of employment, you will be eligible for our
comprehensive Manugistics benefits program which includes:



|- Stock Options (600 shares plus an additional 5000 shares to be approved by
Board  four year vesting)
|-------------------------------------------------------------------------------------------------------
|                                                                                                       
|- Good Health Subsidy                                                                                  
|                                                                                                       
|- PC Purchase Program                                                                                  
|                                                                                                       
|- Comprehensive Medical Care                                                                           
|                                                                                                       
|- Dental Care                                                                                          
|                                                                                                       
|- Employee Vision Care                                                                                 
|                                                                                                       
|- Life Insurance                                                                                       
|                                                                                                       
|- Accidental Death and Dismemberment Insurance                                                         
|                                                                                                       
|- Long-Term Disability                                                                                 

Jeffrey Holmes
October 8, 1996





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Page Two

Additional information on these and other valuable benefits is enclosed for your reference.

As required by the Immigration Reform and Control Act of 1986, you must provide Manugistics with documentation verifying your eligibility to work in the United
States. Acceptable forms of documentation are described on the attached Employment Eligibility Verification form. Please review this and the enclosed Manugistics, Inc. Conditions of Employment carefully since you will be required to complete them on your first day at work.

Please signify your acceptance by signing this letter and returning it to Human Resources. In addition, please complete the top portion of the attached New Employee Information Sheet and return it with your signed acceptance letter.

We look forward to your joining Manugistics on October 28, 1996 and are confident that the association will be mutually rewarding.

Very truly yours,

Manugistics, Inc.

/s/ Elise Bolasny

Elise Bolasny
Employment Manager

Accepted by:



|/s/ Jeffrey
Holmes | October 14,
1996
|------------------ | ----------------
|Jeffrey Holmes     | Date            



|Enclosures | 
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