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                                Exhibit 10.24

                Data Marketing and Guaranteed Revenue Agreement

[    ***    ] -Indicates those portions of this agreement in which confidential
treatment has been requested.  Omitted portions have been filed separately with
the Securities and Exchange Commission.
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                DATA MARKETING AND GUARANTEED REVENUE AGREEMENT

This Data Marketing and Guaranteed Revenue Agreement (the "Agreement"), made by
and between Manugistics, Inc., with its principal place of business at 2115
East Jefferson Street, Rockville, MD 20852 ("MANUGISTICS"), and Information
Resources, Inc., with its principal place of business at 150 N. Clinton Street,
Chicago, IL  60661-1416 ("IRI"), is effective as of March 7, 1997 (the
"Effective Date").

                                    RECITALS

         A.      MANUGISTICS designs, develops, markets, licenses and supports
                 certain supply chain management software, as more fully
                 defined in ARTICLE I hereunder.

         B.      IRI designs, develops, markets, licenses and supports certain
                 supply chain data and related software products, all as more
                 fully defined in ARTICLE I hereunder.

         C.      IRI and MANUGISTICS entered into a reseller agreement (the
                 "IRI Reseller Agreement"), pursuant to which IRI granted
                 MANUGISTICS and its affiliates (as defined therein), agents
                 and representatives a non-exclusive, non-transferable license
                 to market and sublicense certain IRI software products when
                 sold in combination with certain MANUGISTICS software
                 products.

         D.      IRI and MANUGISTICS entered into a reseller agreement (the
                 "Manugistics Reseller Agreement"), pursuant to which
                 MANUGISTICS granted to IRI and its affiliates (as defined
                 therein), agents and representatives a non-exclusive,
                 non-transferable license to market and sublicense certain
                 MANUGISTICS software products.

         E.      The parties desire to enter into this Agreement whereby IRI
                 shall appoint MANUGISTICS as a marketer of IRI's Exclusive
                 Supply Chain Data (as hereinafter defined) and MANUGISTICS
                 shall agree to guarantee IRI certain revenues on terms
                 hereinafter set forth.

Therefore, in consideration of the mutual promises and covenants set forth
below, MANUGISTICS and IRI agree as follows:


ARTICLE I - DEFINITIONS

1.1      BASELINING CODE
         "Baselining Code" shall mean the line of code developed and owned by
         IRI which filters point of sale movement data for a store or aggregate
         of stores into two or more separate streams by removing or separating
         one or more of the following effects:  in-store promotions; in-store
         price reductions; and/or holiday effects.
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1.2      CONTRACTED AMOUNT
         "Contracted Amount" shall mean, with respect to a Customer contract
         entered into during the Guaranteed Revenue Period (as defined below),
         the total of those amounts due from a Customer thereunder that will be
         included within Manugistics Generated Revenue (as set forth in Article
         IV hereof) at such time as such amounts become Revenue (as defined
         below).

1.3      CUSTOMER
         "Customer" shall mean a third party to whom MANUGISTICS and/or IRI
         software products have been marketed or licensed and/or access to
         Supply Chain Data has been marketed or sold by MANUGISTICS, IRI or
         their respective affiliates, agents or representatives.

1.4      EXCLUSIVE SUPPLY CHAIN DATA
         "Exclusive Supply Chain Data" shall mean Supply Chain Data processed
         by IRI for Customers specifically and exclusively for use with the
         Manugistics Software, as defined below.

1.5      GUARANTEED REVENUE PERIOD
         "Guaranteed Revenue Period" shall mean the period beginning on the
         Effective Date of this Agreement and ending on  the last day of the
         latest to end of the three Revenue Periods.

1.6      IRI
         "IRI" shall mean Information Resources, Inc. and any other
         corporation, partnership, firm, association, joint venture or any
         other person in which IRI, directly or indirectly, holds a fifty
         percent (50%) or more ownership interest.

1.7      IRI RESELLER PRODUCTS
         "IRI Reseller Products" shall mean the IRI Software listed on Schedule
         A of the IRI Reseller Agreement as "Licensed Programs," together with
         the documentation provided to MANUGISTICS under the IRI Reseller
         Agreement for such Licensed Programs.

1.8      IRI RESELLER ROYALTIES
         "IRI Reseller Royalties" shall mean the royalties payable by
         MANUGISTICS to IRI pursuant to the terms of the IRI Reseller
         Agreement.

1.9      IRI SOFTWARE
         "IRI Software" shall mean the DataServer Analyzer, TradeWins (or the
         IRI software product that IRI designates as TradeWins' functional
         equivalent), Apollo, Baselining Code and Category Manager software
         products owned by or licensed to IRI and any other software products
         owned by or licensed to IRI that the parties mutually agree in writing
         to include in the IRI Reseller Agreement.

1.10     MANUGISTICS





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         "MANUGISTICS" shall mean Manugistics, Inc. and any other corporation,
         partnership, firm, association, joint venture or any other person in
         which MANUGISTICS, directly or indirectly, holds a fifty percent (50%)
         or more ownership interest.

1.11     MANUGISTICS SOFTWARE
         "Manugistics Software" shall mean all versions of the supply chain
         software products owned by or licensed to MANUGISTICS prior to or
         subsequent to the date of this Agreement, including, without
         limitation, MANUGISTICS' current supply chain software products
         commonly known as Demand Planning, Supply Planning, Manufacturing
         Scheduling and Transportation Planning and any other software products
         with similar functionality to these current products developed by or
         for the benefit of MANUGISTICS, together with the logical successors
         to such products developed or to be developed by or for the benefit of
         MANUGISTICS.

1.12     REVENUE
         "Revenue" shall mean revenue recorded and recognized by IRI in
         accordance with generally accepted accounting principles on a basis
         consistent with IRI's current revenue recognition policy as set forth
         in IRI's 1995 Annual Report in Form 10-K.

1.13     REVENUE PERIOD
         "Revenue Period" shall mean the First Revenue Period, the Second
         Revenue Period and/or the Third Revenue Period, as applicable (as such
         terms are defined in Section 4.1 hereof).

1.14     REVENUE PERIOD YEAR
         "Revenue Period Year" shall mean each consecutive period of twelve
         (12) months in a given Revenue Period.

1.15     SETTLEMENT DATE

         [  ***  ]


1.16     SUPPLY CHAIN DATA
         "Supply Chain Data" shall mean IRI's point of sale movement data (to
         the extent IRI is authorized to release such data on the date hereof
         and throughout the term of this Agreement) for a store or an aggregate
         of stores, which data (a) is comprised of the following measures:
         total volume, base volume, incremental volume and the percent increase
         generated by in-store promotions, specifically feature, display and
         temporary price reductions; and (b) has been processed by IRI in its
         usual quality control and processing system and licensed to Customers
         specifically for the purposes of being used for forecasting future
         sales in conjunction with supply chain software applications that
         provide forecasts and supply plans for such Customers' products.





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1.17     TERRITORY
         "Territory" shall mean the world except with respect to Japan, which
         shall be included within the Territory if Information Resources Japan,
         a Japanese joint venture in which Information Resources, Inc. owns an
         interest ("IRJ"), grants its approval to such inclusion, which
         approval shall be granted or refused on or before March 31, 1997,
         unless the parties shall agree to a later date.

All other terms not defined in this Article I shall be defined hereinafter.

ARTICLE II - MANUGISTICS' RIGHT TO MARKET EXCLUSIVE SUPPLY CHAIN DATA

2.1      Appointment.  For the Term of this Agreement, IRI appoints MANUGISTICS
as an exclusive (except as limited in Section 2.2 below), independent marketing
agent to solicit orders for Exclusive Supply Chain Data from Customers, and
MANUGISTICS hereby accepts such appointment, for the compensation and on the
basis of each and all of the other covenants, agreements, terms and conditions
set forth in this Agreement.  IRI also grants MANUGISTICS the right to appoint
third parties to act as independent marketing agents for Exclusive Supply Chain
Data hereunder on behalf of MANUGISTICS, subject to the terms and conditions of
this Agreement provided IRI first consents to each such appointment, which
consent shall not be unreasonably withheld.

2.2      Specific Exclusions.  Unless authorized in advance by IRI in writing
and in its discretion, MANUGISTICS shall not solicit orders for any IRI
services or products other than the Exclusive Supply Chain Data or other than
as specifically contemplated by the IRI Reseller Agreement, nor shall
MANUGISTICS solicit from Customers outside the Territory.  MANUGISTICS'
designation hereunder is exclusive with respect to Exclusive Supply Chain Data,
except that IRI retains the right, in its discretion, directly or indirectly,
to solicit orders from and make sales of any IRI services and/or products,
including the Exclusive Supply Chain Data, to any Customer anywhere in the
world.

2.3      Responsibilities of MANUGISTICS

         2.3.1   Generally.  MANUGISTICS shall use its best efforts to promote
         the sale of the Exclusive Supply Chain Data for use with the
         Manugistics Software to the Customers and solicit orders of the
         Exclusive Supply Chain Data in connection with a license of the
         Manugistics Software from the Customers and, in connection with which,
         MANUGISTICS shall (i) actively promote sale of the Exclusive Supply
         Chain Data for use with the Manugistics Software to the Customers in a
         vigorous and diligent manner, (ii) promptly respond to inquiries from
         Customers, (iii) perform general liaison services between IRI and its
         customers, (iv)  exercise due care to protect the trade name,
         trademarks and general goodwill of IRI and refrain from any activities
         detrimental thereto, and (v) notify IRI of any complaints or claims
         concerning IRI or the Exclusive Supply Chain Data, any apparent
         violations of IRI's trademark or other proprietary rights, and any
         competitive conditions or customer behavior which may adversely affect
         the marketability or quality image of the Exclusive Supply Chain Data.





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         2.3.2   Terms of Orders and Sales of Exclusive Supply Chain Data.
         From time to time, IRI will provide MANUGISTICS with copies of its
         current standard forms of presentation materials, contract terms and
         conditions and pricing information for the Exclusive Supply Chain
         Data.  If a Customer desires to purchase access to the Exclusive
         Supply Chain Data, MANUGISTICS shall solicit an order from such
         Customer or refer that Customer directly to IRI.  In either case, IRI
         will be solely responsible for selling and delivering Exclusive Supply
         Chain Data access to such Customer. As the initial point of contact
         with the Customer, MANUGISTICS will have sole responsibility and
         authority to set prices for access to Exclusive Supply Chain Data for
         Customers referred to IRI by MANUGISTICS, subject to certain mutually
         agreed upon minimum access fees.  MANUGISTICS shall solicit orders
         only with IRI's then standard form of "IRI Service Order Form," a
         current copy of the format of which is attached hereto as Exhibit A.
         No order, commitment or proposed contract solicited by MANUGISTICS
         shall be binding upon IRI unless and until accepted by IRI in its sole
         discretion; however, IRI hereby agrees that it will accept any orders
         on IRI's then-standard form of "IRI Service Order Form" provided: (a)
         such form has not been modified by MANUGISTICS, its agents or
         representatives or the Customer; (b) the terms contained in such order
         forms are in compliance with the terms of this Agreement; and (c) IRI
         does not have a compelling business reason to reject such orders.
         Compelling business reason, for the purposes of this Section, shall
         include, but not be limited to, the following:  non-payment or credit
         risk concerns or  contractual obligations restricting IRI from
         fulfilling the terms of such order.  IRI's contract with the Customer
         (which may take the form of an addendum to Manugistics' contract with
         the Customer, an addendum to such Customer's existing InfoScan
         Contract with IRI or a standalone contract) shall specify that the
         Customer's right to use Exclusive Supply Chain Data is limited to use
         with the Manugistics Software only and not with any other software
         applications, regardless of whether these other software applications
         are owned by IRI, MANUGISTICS or by a third party.

         2.3.3   Conduct of Business and Expenses.  MANUGISTICS' sole
         compensation hereunder shall be the referral fees set forth in Section
         2.4 below.  MANUGISTICS shall maintain adequate staffing and office(s)
         to fulfill its responsibilities under this Agreement.  MANUGISTICS
         shall conduct all of its business in its own name and, consistent with
         the provisions of this Agreement, in such manner as it may reasonably
         see fit.  MANUGISTICS shall be responsible for all expenses incurred
         in connection with the operation of its office, employees, and its
         activities hereunder.

         2.3.4   Trademarks and Trade Names.  IRI hereby grants to MANUGISTICS
         the right to use IRI's trademarks, tradenames, logo and/or other
         commercial symbols found on or pertaining to any of the Exclusive
         Supply Chain Data or other IRI services and products, packaging or
         otherwise, as the parties mutually agree is reasonably necessary for
         MANUGISTICS to fulfill its obligations under this Agreement; provided,
         however, that MANUGISTICS agrees not to remove, alter or change in any
         way, any such IRI trademark, trade name, logo or other commercial
         symbol without the prior written permission of IRI which may be
         withheld in its sole discretion.





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2.4.     Compensation of MANUGISTICS

         2.4.1   Referral Fee.  MANUGISTICS shall receive as full and complete
         compensation for its services rendered hereunder with respect to
         Exclusive Supply Chain Data a referral fee [   ***   ] for each
         contract year or portion thereof derived from Exclusive Supply Chain
         Data access sales that are referred or solicited by Manugistics, and
         generated pursuant to a contract entered into between IRI and a
         Customer within 12 months after the date of written referral by
         MANUGISTICS.

         2.4.2   Payment.  Subject to Section 4.1.4.6. below, IRI shall pay to
         MANUGISTICS on or before the 45th day following the end of each three
         month period of this Agreement the Referral Fees owing hereunder
         related to payments received by IRI during the three month period then
         ended from Customers for Exclusive Supply Chain Data access for which
         MANUGISTICS is entitled to receive a Referral Fee hereunder.

         2.4.3   Rescinded Orders.  IRI shall deduct from any sum due
         MANUGISTICS under Section 2.4.1 an amount equal to Referral Fees
         previously paid to MANUGISTICS on sales of access to Exclusive Supply
         Chain Data, where the Customer has thereafter rescinded or repudiated
         its order for, or agreement to purchase, such access; however, in the
         event a Customer of a rescinded or repudiated order subsequently
         affirms such order, IRI shall include such amount in Referral Fees due
         MANUGISTICS hereunder.  Notwithstanding the foregoing, sums related to
         orders that were rescinded or repudiated as a result of  IRI's failure
         to perform under the contracts submitted to IRI and accepted in
         accordance with Section 2.3.2 above shall be included in Manugistics
         Generated Revenues for purposes of calculating Revenues under ARTICLE
         IV.

2.5      Responsibilities of IRI

         2.5.1   Orders.  IRI shall use its best efforts to fill promptly all
         orders from Customers obtained by MANUGISTICS pursuant to this
         Agreement and accepted by IRI in accordance with Section 2.3 hereof,
         but shall not be liable for any loss, damage, detention or delay
         resulting from causes beyond its reasonable control or caused by fire,
         strike, actions of civil or military authority, accidents or delays in
         transportation, insurrection or riots, acts of God, war, federal,
         state or local governmental laws, regulations or restrictions, or
         inability or delay due to causes beyond IRI's control to obtain
         necessary labor, materials, or production facilities.

         2.5.2   Sales and Technical Information.  IRI will furnish MANUGISTICS
         from time to time with such sales leads, catalogs, photographs,
         specifications, price lists and other information and literature as it
         may deem appropriate or as reasonably requested by MANUGISTICS to
         assist MANUGISTICS in performing MANUGISTICS' obligations hereunder.





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         2.5.3   Samples.  IRI will make available to MANUGISTICS samples and
         facsimiles of the Exclusive Supply Chain Data for the sole purpose of
         showing them to Customers and (if approved in advance by IRI)
         demonstrating or showing them at trade and promotional shows, in
         connection with which MANUGISTICS hereby agrees as follows:

                 (a)      Selection of Samples.  The choice of such samples,
                 duration of time in which MANUGISTICS shall have a right to
                 possess and show them, and MANUGISTICS' usage of them shall be
                 at the sole discretion of IRI, which discretion shall be
                 reasonably exercised.

                 (b)      Title in the Samples.  All right, title, and interest
                 in any Exclusive Supply Chain Data provided for MANUGISTICS'
                 use as samples shall remain in IRI.  MANUGISTICS shall return
                 all such samples at any time IRI shall ask for them and, in
                 any event, not later than the termination of this Agreement.

         2.5.4   Quarterly Reporting By IRI.  IRI will provide to MANUGISTICS a
         quarterly report summarizing the Revenues recognized by IRI from the
         sale of Supply Chain Data to the extent such Revenues are to be
         included within Manugistics Generated Revenues as set forth in ARTICLE
         IV.  The form of this report will be agreed to by the parties but, at
         a minimum, will include Customer names if IRI is permitted to disclose
         such names, amounts of Revenue and the status of Supply Chain Data
         sales renewals to Customers that have previously purchased access to
         Supply Chain Data, to the extent Revenues from such sales were
         included within Manugistics Generated Revenues as set forth in ARTICLE
         IV.  This report will be provided to MANUGISTICS within thirty (30)
         days after the end of each three month period of this Agreement.

2.6      Warranties.  IRI shall be responsible for the design, development,
supply, production and performance of the Exclusive Supply Chain Data, and
shall be obligated to Customers for the warranties on the Exclusive Supply
Chain Data as set forth in the written warranty terms and conditions as
approved and issued by IRI.  MANUGISTICS shall not change or modify, or purport
to change or modify, such warranty terms and conditions.  IRI MAKES NO
WARRANTIES TO MANUGISTICS HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2.7      Indemnification.  IRI shall indemnify and hold MANUGISTICS harmless
from and against any and all liabilities, losses, damages, injuries, costs,
expenses, causes of action, claims, demands, assessments and similar matters,
including without limitation reasonable attorneys' fees and other costs of
suit, resulting from or arising out of the manufacture and performance of the
Exclusive Supply Chain Data, including without limitation claims for product
liability, infringement of any intellectual property rights and claims under
any warranties given by IRI, but excluding any claim to the extent it arises
from or in connection with any act or omission by MANUGISTICS or any officer,
agent or employee of MANUGISTICS, any failure of MANUGISTICS or any officer,
agent or employee of MANUGISTICS to comply with the terms of this Agreement or
any performance or failure to perform by Manugistics Software used with the
Exclusive Supply Chain





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Data for and against which MANUGISTICS hereby agrees to indemnify IRI;
provided, that the indemnified party shall promptly notify the indemnifying
party in writing upon learning of any such claim or potential claim, and that
the indemnifying party shall have the option of handling the defense of the
same through counsel of its choice, in which event the indemnified party shall
provide reasonable cooperation and assistance.

2.8      Property Rights of IRI.  IRI hereby represents and warrants that it
owns all right, title and interest in and to the Exclusive Supply Chain Data
and has the right to grant the rights granted hereunder with respect to the
Exclusive Supply Chain Data.  Subject to the licenses herein, IRI shall retain
all right, title and interest in and to all patent, copyright, trade secret,
trademark and other intellectual property rights ("Intellectual Property
Rights") in the Exclusive Supply Chain Data and in any modifications,
enhancements, localizations and extensions thereto and derivative works based
thereon.

ARTICLE III - NON-DISCLOSURE

3.1      Non-Disclosure.  It is expected that the parties may disclose to each
other certain information which may be considered confidential and trade secret
information ("Confidential Information").  Confidential Information shall
include:  (a) Manugistics Software, Supply Chain Data and/or IRI Software, and
other methodologies of either party; (b) any documentation relating to
Manugistics Software, Supply Chain Data and/or IRI Software or other user or
developer documentation to which either party may have access in connection
with this Agreement; (c) product designs and specifications, release management
and version control standards, localization support requirements, technical
reference manuals and information concerning product strategy; (d) pricing,
customer lists and marketing plans; (e) confidential information disclosed by
either party in writing that is marked as confidential at the time of
disclosure; or (f) confidential information disclosed by either party in any
other manner and is identified as confidential at the time of disclosure and is
also summarized and designated as confidential in a written memorandum
delivered to the receiving party within thirty (30) days of disclosure.

         Notwithstanding the foregoing, Confidential Information shall not
include information which: (a) is or becomes a part of the public domain
through no act or omission of the other party; (b) was in the receiving party's
possession before receipt from the party providing such Confidential
Information; (c) is rightfully received by the receiving party from a third
party without any duty of confidentiality; (d) is independently developed by
the other party; (e) is disclosed under operation of law; or (f) is disclosed
with the prior written approval of the party providing such Confidential
Information.

         All Confidential Information owned solely by one party and disclosed
to the other party shall remain solely the property of the disclosing party.
The parties agree, both during the Term of this Agreement and for a period of
five (5) years after the later to occur of termination or expiration of the IRI
Reseller Agreement, the Manugistics Reseller Agreement or this Agreement, to
hold each other's Confidential Information in confidence and to protect the
disclosed Confidential Information by using the same degree of care to prevent
the unauthorized use,





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dissemination or publication of the Confidential Information as they use to
protect their own confidential information of a like nature.  The receiving
party will limit disclosure of the disclosing party's Confidential Information
to the receiving party's employees who have a need to know and who have signed
written agreements enabling the receiving party to fully comply with its
obligations hereunder (including without limitation this Section 3.1).  The
receiving party shall not make the disclosing party's Confidential Information
available in any form to any third party, except contractors with a need to
know and with which the receiving party has written agreements in place
enabling the receiving party to fully comply with its obligations hereunder
(including without limitation this Section 3.1), legal counsel and auditors.
Neither party will use the other's Confidential Information for any purpose
other than the implementation of this Agreement.


ARTICLE IV - GUARANTEED REVENUES

4.1      Terms of Guarantee.  MANUGISTICS hereby guarantees to IRI that IRI
         shall receive Revenue derived directly or indirectly from certain
         MANUGISTICS' activities as hereinafter set forth ("Manugistics
         Generated Revenues") in the total sum of not less than $16,500,000
         during the Term of this Agreement via three separate revenue streams
         as hereinafter set forth.

         4.1.1   First Revenue Stream

                 4.1.1.1. For a three (3) year period ("First Revenue Period")
                 beginning on the first day of the month next following the
                 date on which the Exclusive Supply Chain Data and both of the
                 DataServer Analyzer(R) and TradeWins(TM) (or the software
                 product that IRI designates as TradeWins' functional
                 equivalent) software products are ready for commercial
                 licensing in the United States ("Commercially Ready") as the
                 parties shall mutually agree as determined in accordance with
                 the criteria set forth in Exhibit B, but in no event shall
                 such date be later than November 1, 1997 (the "Solution
                 Release Date"), MANUGISTICS will guarantee IRI on an annual
                 basis Manugistics Generated Revenues equal to the sum of (a)
                 the IRI Reseller Royalties (as defined in Section 1.8 above),
                 excluding those royalties attributable to the sublicense of
                 Oracle Programs (as defined in the IRI Reseller Agreement),
                 plus (b) IRI's net Revenue (after sales and use taxes and
                 payment of royalties owed to Oracle Corporation ("Oracle") or
                 any other third party) from any license of the DataServer
                 Analyzer product licensed in conjunction with or specifically
                 for use with any previously licensed Manugistics Software
                 ("DataServer Net Revenues"), without regard to whether such
                 DataServer Analyzer product is licensed pursuant to a
                 MANUGISTICS, IRI, Oracle or other third-party contract,
                 subject to the restrictions set forth in Section 4.1.1.2
                 below, plus (c) IRI's Revenue from the license of Supply Chain
                 Data and/or Baselining Code to third parties referred by
                 MANUGISTICS net of any Referral Fees or other fees owed to
                 MANUGISTICS and/or third parties related thereto, plus (d)
                 IRI's Revenue from the license of Exclusive Supply Chain Data
                 without regard to





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                 whether such data are licensed on a MANUGISTICS, Oracle or
                 other third-party contract (net of Revenue calculated under
                 clause (c) above and any Referral Fees owed to MANUGISTICS
                 related thereto), plus (e) IRI's Revenue derived from
                 implementation and consulting services provided by IRI to
                 Customers with respect to the license of supply chain software
                 products to Customers but only to the extent such services are
                 rendered in connection with such Customer's access to
                 Exclusive Supply Chain Data.

                 4.1.1.2. MANUGISTICS hereby agrees that the Manugistics
                 Generated Revenues guaranteed under this Section 4.1.1 (the
                 "First Revenue Stream") will [   ***   ] in the First Revenue
                 Period Year of the First Revenue Period (only [   *** ]  of
                 this minimum may be comprised of [   ***   ] Revenues); [
                 ***   ] in the Second Revenue Period Year of the First Revenue
                 Period (only [   ***   ] of this minimum may be comprised of [
                 ***   ] Revenues) and [   ***   ] in the Third Revenue Period
                 Year of the First Revenue Period (only [   ***   ] of this
                 minimum may be comprised of [   ***   ]  Revenues).

                 4.1.1.3. If, at the end of any Revenue Period Year of the
                 First Revenue Period, IRI has not recognized Manugistics
                 Generated Revenues in the full amount guaranteed for such year
                 as set forth in Section 4.1.1.2 above, Manugistics will pay
                 IRI the difference  (the "First Stream Shortfall Payment")
                 within 30 days after receipt of an invoice from IRI therefor.
                 To the extent any part of a First Stream Shortfall Payment
                 relates to Contracted Amounts that IRI is not able to
                 recognize as Revenue during such Revenue Period Year, but is
                 able to recognize as Revenue thereafter ("First Stream
                 Subsequent Revenue"), IRI shall pay to Manugistics the amount
                 of such First Stream Subsequent Revenue actually received by
                 IRI during the Guaranteed Revenue Period from Customers
                 ("First Stream Refund Payment") within 30 days after the end
                 of the quarter (based on the Revenue Period Year) in which it
                 is received by IRI provided, however, that under no
                 circumstances shall the First Stream Refund Payment made by
                 IRI with respect to a Revenue Period Year be in excess of the
                 First Stream Shortfall Payment made by MANUGISTICS for such
                 year.  Any First Stream Subsequent Revenue included within a
                 First Stream Refund Payment shall be credited towards the
                 Manugistics Generated Revenues for the Revenue Period Year
                 with respect to which such First Stream Refund Payment was
                 made and not the Revenue Period Year in which such First
                 Stream Subsequent Revenue was actually received by IRI.

                 4.1.1.4.  Each party agrees to work diligently and in good
                 faith with the other party to ensure that the Exclusive Supply
                 Chain Data and the DataServer Analyzer and TradeWins software
                 products are Commercially Ready as soon as reasonably possible
                 after the date of this Agreement.  To this end, IRI agrees to
                 use its best efforts to make the Exclusive Supply Chain Data
                 and the DataServer Analyzer and Tradewins software products
                 available to MANUGISTICS to test their commercial readiness on
                 or before July 1, 1997 and MANUGISTICS agrees to use its best
                 efforts to test such data and software products and provide
                 IRI with





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                 written notice of any material defects it has found within 30
                 days after it has received such data and software products
                 from IRI.  Thereafter, IRI agrees to use its best efforts to
                 correct the material defects noted by MANUGISTICS within 90
                 days after its receipt of such defect notice.  Neither the
                 failure by either party to meet the dates set forth above nor
                 the failure of the parties to mutually agree to a Solution
                 Release Date earlier than November 1, 1997 shall have any
                 effect on the fact that the Solution Release Date shall take
                 place no later than November 1, 1997.

         4.1.2   Second Revenue Stream

                 4.1.2.1.  For a three (3) year period ("Second Revenue
                 Period") beginning on the first day of the month next
                 following the Settlement Date, MANUGISTICS guarantees IRI
                 Manugistics Generated Revenues on an annual basis equal to the
                 sum of (a) the IRI Reseller Royalties, excluding those
                 royalties attributable to the sublicense of Oracle Programs
                 (as defined in the IRI Reseller Agreement), plus (b)  IRI's
                 Revenue from the license of Exclusive Supply Chain Data
                 without regard to whether such data are licensed on a
                 MANUGISTICS, Oracle or other third-party contract (net of any
                 Referral Fees owed to  MANUGISTICS related thereto).

                 4.1.2.2.  MANUGISTICS guarantees to IRI that the Manugistics
                 Generated Revenues under this Section 4.1.2 (the "Second
                 Revenue Stream") will be a minimum of [   ***   ] total in the
                 First Revenue Period Year and the Second Revenue Period Year
                 of the Second Revenue Period and [   ***   ] in the Third
                 Revenue Period Year of the Second Revenue Period.  The parties
                 acknowledge that the Manugistics Generated Revenues under this
                 Section 4.1.2. shall be in addition to the Manugistics
                 Generated Revenues under Section 4.1.1 above as part of the
                 First Revenue Stream.

                 4.1.2.3.  If, at the end of any Revenue Period Year of the
                 Second Revenue Period, IRI has not recognized Manugistics
                 Generated Revenues in the full amount guaranteed for such year
                 as set forth in Section 4.1.2.2 above, Manugistics will pay
                 IRI the difference (the "Second Stream Shortfall Payment")
                 within 30 days after receipt of an invoice from IRI therefor.
                 To the extent any part of a Second Stream Shortfall Payment
                 relates to Contracted Amounts that IRI is not able to
                 recognize as Revenue during such Revenue Period Year, but is
                 able to recognize as Revenue thereafter ("Second Stream
                 Subsequent Revenue"), IRI shall pay to Manugistics the amount
                 of such Second Stream Subsequent Revenue actually received by
                 IRI during the Guaranteed Revenue Period from Customers
                 ("Second Stream Refund Payment") within 30 days after the end
                 of the quarter (based on the Revenue Period Year) in which it
                 is received by IRI provided, however, that under no
                 circumstances shall the Second Stream Refund Payment made by
                 IRI with respect to a  Revenue Period Year be in excess of the
                 Second Stream Shortfall Payment made by MANUGISTICS for such
                 year.  Any Second Stream Subsequent Revenue included within a
                 Second Stream Refund Payment shall be credited





                                       11
<PAGE>   13
                 towards the Manugistics Generated Revenues for the Revenue
                 Period Year with respect to which such Second Stream Refund
                 Payment was made and not the Revenue Period Year in which such
                 Subsequent Revenue was actually received by IRI.

         4.1.3   Third Revenue Stream.

                 4.1.3.1.  For the one (1) year period ("Third Revenue Period")
                 beginning on the date of this Agreement, MANUGISTICS
                 guarantees IRI Manugistics Generated Revenues equal to the sum
                 of (a) the IRI Reseller Royalties, excluding those royalties
                 attributable to the sublicense of Oracle Programs (as defined
                 in the IRI Reseller Agreement), plus (b) DataServer Net
                 Revenues from any license of the DataServer Analyzer product
                 licensed in conjunction with or specifically for use with any
                 previously licensed Manugistics Software, without regard to
                 whether such DataServer Analyzer product is licensed pursuant
                 to a MANUGISTICS, IRI, Oracle or other third-party contract,
                 subject to the restrictions set forth in Section 4.1.3.2
                 below, plus (c) IRI's Revenue from the license of Exclusive
                 Supply Chain Data without regard to whether such data are
                 licensed on a MANUGISTICS, Oracle or other third-party
                 contract (net of any Referral Fees owed to MANUGISTICS related
                 thereto).

                 4.1.3.2.  MANUGISTICS guarantees to IRI that the Manugistics
                 Generated Revenues under this Section 4.1.3 (the "Third
                 Revenue Stream") will be [   ***  ] (only [   ***   ] of which
                 may be comprised of [   ***   ] Revenues).  The parties
                 acknowledge that the Manugistics Generated Revenues under this
                 Section 4.1.3 shall be in addition to the Manugistics
                 Generated Revenues under Section 4.1.1 and Section 4.1.2 above
                 as part of the First and Second Revenue Streams.

                 4.1.3.3.  If, at the end of Third Revenue Period, IRI has not
                 recognized Manugistics Generated Revenues in the full amount
                 guaranteed for such Revenue Period as set forth in Section
                 4.1.3.2 above, Manugistics will pay IRI the difference (the
                 "Third Stream Shortfall Payment") within 30 days after receipt
                 of an invoice from IRI therefor.  To the extent any part of
                 the Third Stream Shortfall Payment relates to Contracted
                 Amounts that IRI is not able to recognize as Revenue during
                 such Revenue Period, but is able to recognize as Revenue
                 thereafter ("Third Stream Subsequent Revenue"), IRI shall pay
                 to Manugistics the amount of such Third Stream Subsequent
                 Revenue actually received by IRI during the Guaranteed Revenue
                 Period from Customers ("Third Stream Refund Payment") within
                 30 days after the end of the quarter (based on the Revenue
                 Period Year) in which it is received by IRI provided, however,
                 that under no circumstances shall the Third Stream Refund
                 Payment made by IRI with respect to the Third Revenue Period
                 be in excess of the Third Stream Shortfall Payment made by
                 MANUGISTICS for such Third Revenue Period.





                                       12
<PAGE>   14
         4.1.4   Additional Terms Related to Manugistics Generated Revenues.

                 4.1.4.1.  Any Manugistics Generated Revenues applicable to
                 either the First Revenue Stream or the Second Revenue Stream
                 in excess of the minimum Manugistics Generated Revenues
                 guaranteed in the first or second year of such Revenue Periods
                 will be applied to the minimum Manugistics Generated Revenues
                 guaranteed under Sections 4.1.1 or 4.1.2 above for the
                 succeeding year.

                 4.1.4.2.  Any Manugistics Generated Revenues applicable to
                 either the First Revenue Stream or the Second Revenue Stream
                 earned prior to the commencement of MANUGISTICS' obligation to
                 guarantee such Revenue streams (but contracted for subsequent
                 to the Effective Date of this Agreement) to IRI will be
                 credited toward the minimum Manugistics Generated Revenues
                 for the First Revenue Stream only guaranteed under Section
                 4.1.1 above for any year of the First Revenue Period.

                 4.1.4.3.  In the event any Manugistics Generated Revenue
                 meets the requirements for eligibility under more than one
                 Revenue Stream, MANUGISTICS shall have the right, in its sole
                 discretion (so as to maximize the satisfaction of its
                 guaranteed obligations hereunder), but subject to the
                 limitations of this Article IV, to select which Revenue
                 Stream such Manugistics Generated Revenue shall be credited
                 towards; provided, however, that the Revenue Stream selected
                 by MANUGISTICS must be active (i.e., the beginning date of
                 such Revenue Stream must have already occurred) at the time
                 that such Manugistics Generated Revenue is received by IRI.

                 4.1.4.4.  In the event that MANUGISTICS sublicenses the
                 TradeWins software product to a Customer and, in conjunction
                 with such sublicensing, the Customer licenses IRI data (other
                 than Exclusive Supply Chain Data) for use with TradeWins, the
                 Revenue generated by the sale of such IRI data, net of sales
                 and use taxes, for use with TradeWins will be included when
                 calculating Manugistics Generated Revenues for purposes of the
                 First and/or Second Revenue Stream.

                 4.1.4.5.  The parties agree that they shall characterize all
                 payments made by MANUGISTICS under this Article IV as ordinary
                 license or royalty payments, it being acknowledged and
                 understood that IRI will include all such payments as ordinary
                 income and MANUGISTICS shall deduct all such payments as
                 operating expenses.

                 4.1.4.6.  MANUGISTICS shall have the right to off-set any
                 Shortfall Payments owed to IRI hereunder against Referral Fees
                 and/or Refund Payments owed by IRI pursuant to Section 2.4 or
                 Article IV hereof, respectively, to the extentsuch amounts are
                 past due and not then disputed by IRI in good faith.  IRI
                 shall have the right to off-set any Referral Fees and/or
                 Refund Payments owed by it hereunder against amounts
                 guaranteed by MANUGISTICS to IRI pursuant to this





                                       13
<PAGE>   15
                 Article IV, including Shortfall Payments, to the extent such
                 amounts are past due and not then disputed by MANUGISTICS in
                 good faith.

         4.1.5   Notwithstanding anything to the contrary in this Agreement, in
                 the event MANUGISTICS' ability to market the Exclusive Supply
                 Chain Data in the United States or resell the IRI Reseller
                 Products in the United States is Impaired (as defined in
                 Section 4.1.6) prior to the end of the Guaranteed Revenue
                 Period and IRI fails to correct such situation or provide a
                 reasonably acceptable workaround within 60 days after receipt
                 of written notice from MANUGISTICS detailing such situation,
                 the parties mutually agree to restructure or modify the
                 payments and/or obligations created under this Agreement with
                 respect to the First Revenue Stream only.  Such restructuring
                 shall be limited to (a) lowering the First Revenue Stream due
                 hereunder; (b) extending the First Revenue Period; and/or (c)
                 redefining the products which are used to generate the First
                 Revenue Stream.  If the parties cannot agree how or if such
                 restructuring is to take place, the parties will resolve the
                 matter in accordance with the Dispute Resolution Procedures
                 provided for in Article VI below entitled "Dispute Resolution"
                 provided, however, that IRI shall not be required, as part of
                 such dispute resolution, to appoint MANUGISTICS as a marketer
                 or reseller of IRI services and/or products (except as already
                 set forth in this Agreement) unless IRI agrees to such
                 appointment.

         4.1.6   For the purposes of Section 4.1.5 above, the term "Impaired"
                 shall mean any one or more of the following situations which
                 result in MANUGISTICS being materially damaged in its ability
                 to meet its Revenue guarantee obligations hereunder:  (a) IRI
                 does not maintain and update the Exclusive Supply Chain Data
                 in the United States and/or the IRI Reseller Products for use
                 in the United States consistent with reasonable industry
                 practices; or (b) despite MANUGISTICS' best efforts to market
                 and sell access to the Exclusive Supply Chain Data in the
                 United States, there ceases to be a reasonable demand for such
                 Exclusive Supply Chain Data in MANUGISTICS' current and
                 prospective client base in the United States for reasons such
                 as the failure of the Exclusive Supply Chain Data in the
                 United States to measurably improve the forecasting accuracy
                 for such clients; or (c) despite MANUGISTICS' best efforts to
                 market and sublicense the IRI Reseller Products, there ceases
                 to be a reasonable demand for such IRI Reseller Products in
                 MANUGISTICS' current or prospective client base in the United
                 States; or (d) IRI delivers Exclusive Supply Chain Data in the
                 United States and/or IRI Reseller Products to Customers at any
                 time during the term of this Agreement with material defects
                 within IRI's reasonable control, which material defects
                 prevent the productive use of such Exclusive Supply Chain Data
                 and/or IRI Reseller Products; or (e) there exists an
                 injunction that restricts MANUGISTICS from marketing the
                 Exclusive Supply Chain Data in the United States and/or
                 reselling the IRI Reseller Products in any form; or (f) IRI
                 fails to have the Apollo software product Commercially Ready
                 as of the first day of the Second Revenue Period Year of the
                 First Revenue Stream; or (g) an event constituting a force
                 majeure as set forth in





                                       14
<PAGE>   16
                 Section 5.2.3 occurs; or (h) IRI terminates the IRI Reseller
                 Agreement for reasons other than a breach thereof by
                 MANUGISTICS.

         4.1.7   In the event that a Customer's accounts receivable balance to
                 IRI related to Manugistics Generated Revenue has become over
                 60 days past due, IRI shall have the right to notify
                 MANUGISTICS of such delinquency and MANUGISTICS shall use its
                 best efforts, for the 60 day period after its receipt of such
                 notice from IRI, to assist IRI, as IRI shall reasonably
                 request, in the collection of amounts due IRI.  If, after such
                 60 day period, the Customer has not remitted the amounts due
                 to IRI, IRI shall make an adjustment to reduce Revenue for
                 100% of the delinquent balance in the applicable Revenue
                 Stream.  At the time of IRI's cash receipt of any amounts
                 previously adjusted for as set forth in the preceding
                 sentence, IRI will increase Revenue in the applicable Revenue
                 Stream to reflect such cash receipt.

4.2      Reporting/Payment Terms.

         4.2.1   Reporting.  During the First Revenue Period, the Second
                 Revenue Period and the Third Revenue Period, IRI shall include
                 within the report it delivers to MANUGISTICS as set forth in
                 Section 2.5.4 hereof the Manugistics Generated Revenues
                 actually received by IRI during the preceding three month
                 period  and the source of such revenues.

         4.2.2   Final Reconciliation.  IRI shall conduct a final
                 reconciliation within 45 days after  the last day of the
                 Guaranteed Revenue Period to determine the sum of the
                 Shortfall Payments and Manugistics Generated Revenues received
                 or deemed to be received by IRI under all three Revenue
                 Streams during the Guaranteed Revenue Period, less the total
                 amount of Refund Payments made or deemed to be made by IRI
                 under all three Revenue Streams during the Guaranteed Revenue
                 Period ("Total Actual Revenues"). In the event the Total
                 Actual Revenues are in excess of $16,500,000 and include
                 Shortfall Payments made by MANUGISTICS under the terms of
                 Sections 4.1.1.3, 4.1.2.3., and 4.1.3.3. above, then IRI shall
                 refund to MANUGISTICS, within 30 days after such final
                 reconciliation is completed, such excess amount but only to
                 the extent such excess is equal to or less than the sum of all
                 Shortfall Payments included within the Total Actual Revenues
                 less the sum of all Refund Payments made by IRI with respect
                 to such Shortfall Payments. In the event the Total Actual
                 Revenues are less than $16,500,000, then IRI shall invoice
                 MANUGISTICS for the difference ("Final Reconciliation
                 Amount"). MANUGISTICS agrees to pay such invoice received
                 hereunder within 30 days of receipt. To the extent any part of
                 the Final Reconciliation Amount relates to Contracted Amounts
                 that IRI is not able to recognize as Revenue during the
                 Guaranteed Revenue Period, but is able to recognize as Revenue
                 ("Final Subsequent Revenue Amounts") within two (2) years
                 thereafter (the "Final Reconciliation Period"), IRI shall pay
                 to Manugistics the amount of such Final Subsequent Revenue
                 Amounts actually received by IRI within the Final
                 Reconciliation Period from Customers ("Final Refund Payment")
                 within 30 days





                                       15
<PAGE>   17
                 after the end of the quarter in which it is received by IRI
                 provided, however, that under no circumstances shall the total
                 Final Refund Payment made by IRI with respect to the Final
                 Reconciliation Period be in excess of the Final Reconciliation
                 Amount paid by MANUGISTICS to IRI hereunder.

4.3      Records; Right to Audit.  Each of IRI and MANUGISTICS shall keep
         accurate books of account and records pertaining to the Manugistics
         Generated Revenues.  No more than twice during any twelve (12) month
         period, each of IRI and MANUGISTICS (the "Inspecting Party") may, at
         its sole expense, employ an independent Certified Public Accountant
         who is not compensated based on the results of the audit, and who is
         reasonably acceptable to the other party (the "Inspected Party"), to
         inspect such books of account and records upon reasonable notice to
         the Inspected Party, and at a reasonable time during normal business
         hours for the purpose of verifying the Manugistics Generated Revenues
         payable to and/or received by IRI pursuant to this Agreement.  Such
         Certified Public Accountant shall hold all information obtained in
         strict confidence; shall not disclose such information to any other
         persons or entity (except the Inspecting Party) without the Inspected
         Party's prior written consent; and shall not disclose to the
         Inspecting Party any information regarding the Inspected Party's
         business other than any noncompliance by the Inspected Party with the
         Revenue payment provisions hereof.

ARTICLE V - TERM AND TERMINATION

5.1      Term.  This Agreement shall become effective on the Effective Date and
         shall remain in effect until the later to occur of: (a) the date on
         which MANUGISTICS has completely fulfilled its guarantee obligations
         to IRI of at least $16,500,000 under Article IV hereof, or (b) ten
         (10) years after the Effective Date hereof, unless extended by mutual
         agreement or sooner terminated as specified herein (the "Term").

5.2      Termination.

         5.2.1   Termination for Cause.  Either party (the "Notifying Party")
                 may terminate this Agreement, or any part thereof, including
                 any future Revenue commitments due hereunder (except as
                 otherwise set forth in Section 5.2.2 below), in the event the
                 other party hereto (the "Breaching Party") materially breaches
                 this Agreement and the Notifying Party provides written notice
                 to the Breaching Party specifying such breach in detail and
                 the Breaching Party fails to remedy such breach within sixty
                 (60) days after receipt of such notice. The parties agree to
                 resolve any dispute over whether a material breach has
                 occurred in accordance with Section 6.3 (Dispute Resolution)
                 below.

         5.2.2   Second and Third Revenue Stream Not Terminable.
                 Notwithstanding the terms of Section 5.2.1 above or any other
                 provision of this Agreement, under no circumstances shall
                 MANUGISTICS have the right to terminate its obligations to
                 guarantee and pay to IRI the Second or Third Revenue Stream.





                                       16
<PAGE>   18
         5.2.3   Force Majeure.  Neither party shall be liable to the other for
                 failure or delay in the performance of a required obligation
                 if such failure or delay is caused by riot, fire, flood,
                 explosion, earthquake or other natural disaster, government
                 regulation, or other similar cause beyond such party's
                 control, provided that such party gives prompt written notice
                 of such condition and resumes its performance as soon as
                 possible.

5.3      Effect of Termination.  Upon termination or expiration of this
         Agreement, all rights and obligations of the parties under this
         Agreement shall cease, except as provided in this Article V.
         Termination of this Agreement shall not limit either party from
         pursuing other remedies available to it, including injunctive relief,
         nor shall such termination relieve either party of its obligation to
         pay all royalties and/or fees that have accrued or are otherwise owed
         by it to the other party under this Agreement.  The parties' rights
         and obligations under Articles V (Term and Termination), VII (General)
         and Sections 2.7 (Indemnification) and 2.8 (Property Rights of IRI) of
         Article II,  as well as those other Sections reasonably required to
         allow the parties to exercise their post-termination rights hereunder,
         shall survive expiration of termination of this Agreement.

ARTICLE VI - BUSINESS PLAN; RELATIONSHIP MANAGERS; DISPUTE RESOLUTION

6.1      Business Plan.     The parties shall, with all due diligence,
         cooperatively develop a Business Plan for implementation of the sales
         and marketing terms of this Agreement with respect to the Exclusive
         Supply Chain Data.  The parties shall use commercially reasonable
         efforts to agree on the Business Plan within ninety (90) days after
         execution of this Agreement and shall update the Business Plan
         annually.  Such Business Plan shall:

         (a)     Specify the operating guidelines for such sales and marketing
                 activities,

         (b)     Define criteria and formats for operations and business
                 reviews, to be conducted jointly by the parties, to monitor
                 their performance against the Business Plan with respect to
                 sales and marketing of the Exclusive Supply Chain Data
                 pursuant to the terms of this Agreement, and

         (c)     Contain a jointly developed budget covering all of the
                 parties' obligations under this Agreement.  Such budget shall
                 detail Revenue and expense plans for all obligations and
                 commitments hereunder to be performed during the upcoming
                 year.  Such plan shall be subject to adjustment and review on
                 a quarterly basis taking into account actual expenses and
                 Revenue earned during the preceding quarter.

6.2      Relationship Managers.  Each party shall designate a Relationship
         Manager who shall maintain primary responsibility for the relationship
         between the parties.  The Relationship Manager shall serve as the
         primary point of contact for communications with the other party, for
         ensuring that the appropriate resources within his or her company are
         brought to





                                       17
<PAGE>   19
         bear for the success of the relationship and for escalating issues as
         required.  The name of each party's Relationship Manager is specified
         on Exhibit C hereto.

6.3      Dispute Resolution.  In the event that any dispute or disagreement
         exists between representatives of the parties which cannot be
         satisfactorily resolved between them, the matter shall be referred to
         an executive for the appropriate functional area from each party, who
         shall diligently work to resolve the dispute.  If the two executives
         cannot resolve the dispute to the parties' mutual satisfaction within
         ten (10) business days after the dispute has been referred to them,
         the executives shall refer the matter to their respective Chief
         Executive Officers.  If the Chief Executive Officers are unable to
         render a decision or the decision does not serve to resolve the
         dispute within ten (10) business days, except in disputes dealing with
         the ownership of, title to or authority to license or sell
         intellectual property which shall be referred to the court system,
         then either party may resort to arbitration.

         In the event a matter is referred to arbitration by either party, such
         arbitration shall be conducted in the English Language and shall take
         place in a city to be mutually agreed by the parties.  The arbitration
         tribunal shall be composed of three (3) arbitrators appointed pursuant
         to the procedures set forth in Arbitration Rules of the American
         Arbitration Association.  The procedure to be followed by the
         arbitration tribunal shall be the Commercial Arbitration Rules of the
         American Arbitration Association.  The basis for the final decision of
         the arbitration panel shall be given in writing to the parties when
         the award is made.  The award shall be given by a majority decision.
         If there is no majority, the award shall be given by the chairman for
         the arbitration tribunal alone.  The award shall be enforceable at law
         against the parties as if it had been established by the ordinary
         domestic courts of the parties.  Judgment may be entered on the award
         by any competent court having jurisdiction.

         Except for disputes relating to the ownership of, title to or
         authority to license intellectual property, neither party shall
         exercise its rights of termination so long as an arbitration process
         has been initiated and shall continue to perform its obligations under
         this Agreement in order to allow the parties to settle the dispute or
         disagreement, so long as, if the dispute concerns a material breach,
         the party alleged to be in breach has promptly commenced cure and
         pursues the cure in good faith.  Neither party shall begin any formal
         proceedings for arbitration of the dispute, except for the seeking of
         equitable relief, until the dispute has been elevated to the Chief
         Executive Officers, and they conclude, after endeavoring in good faith
         to resolve the dispute, that resolution through continued negotiation
         is not likely.

ARTICLE VII - GENERAL

7.1      Governing Law.  This Agreement, and all matters arising out of or
         relating to this Agreement, shall be governed by the procedural and
         substantive laws of the State of Delaware.





                                       18
<PAGE>   20
7.2      Assignment.  Neither party may assign any rights, duties, obligations
         or privileges under this Agreement without the prior written consent
         of the other party, which consent shall not be unreasonably withheld.
         Notwithstanding the foregoing, 30 days prior written notice shall be
         required but consent shall not be required in the event the proposed
         assignee is an entity controlling, controlled by or under common
         control with the assigning party and the non-assigning party does not
         reasonably consider such assignee to be its competitor.

7.3      Notice.  All notices, requests, demands and other communications
         required or permitted  hereunder shall be in writing and shall be
         deemed to have been duly given when delivered by hand or mailed by
         certified mail, return receipt requested, with postage prepaid, or
         sent through a nationally recognized courier service, addressed as
         follows:

         For IRI:                          Information Resources, Inc.
                                           150 N. Clinton Street
                                           Chicago, IL 60661
                                           Attn:  General Counsel

         For Manugistics:                  Manugistics, Inc.
                                           2115 East Jefferson Street
                                           Rockville, MD  20852
                                           Attn:  General Counsel

7.4      Relationship Between the Parties.  In all matters relating to this
         Agreement, MANUGISTICS and IRI shall act as independent contractors.
         Neither party will represent that it has any authority to assume or
         create any obligation, express or implied, on behalf of the other
         party, or to represent the other party as agent, employee or in any
         other capacity except as expressly permitted in Article II above.
         Neither party shall have any obligation, express or implied, except as
         expressly set forth herein.  In no event shall the parties be
         considered to have formed a partnership under or in any way to have
         contracted to form a joint venture for purposes of state law or tax
         purposes.

7.5      Interpretation.  This Agreement, including any exhibits, addenda,
         schedules and amendments, has been negotiated at arm's length and
         between persons sophisticated and knowledgeable in the matters dealt
         with in this Agreement.  Each party has been represented by
         experienced and knowledgeable legal counsel.  The provisions of this
         Agreement shall be interpreted in a reasonable manner to effect the
         purposes of the parties and this Agreement.

7.6      Entire Agreement.  This Agreement, together with the Exhibits hereto,
         sets forth the entire agreement between the parties and supersedes
         prior proposals, agreements, and representations between them, whether
         written or oral, relating to the subject matter contained herein
         except the IRI Reseller Agreement and the Manugistics Reseller
         Agreement between the parties.  This Agreement may be changed only if
         agreed to in writing and signed by an authorized signatory of each
         party.  Purchase Orders issued





                                       19
<PAGE>   21
         pursuant to this Agreement shall be for the internal purposes of the
         issuing party and shall not serve to modify the terms of this
         Agreement.

7.7      Export.  The parties agree to comply fully with all relevant export
         laws and regulations ("Export Laws") to assure that neither the Supply
         Chain Data nor any direct product thereof is (a) exported, directly or
         indirectly, in violation of Export Laws; or (b) is intended to be used
         for any purposes prohibited by the Export Laws, including without
         limitation, nuclear, chemical, or biological weapons proliferation.

7.8      Severability.  If any provision or provisions of this Agreement shall
         be held to be invalid, illegal or unenforceable, the validity,
         legality and enforceability of the remaining provisions shall not in
         any way be affected or impaired thereby.

7.9      Counterparts. This Agreement may be executed in several counterparts,
         each of which shall be deemed an original, but all of which together
         constitute one and the same instrument.

7.10     No Waiver.  The failure of any party to enforce any of the provisions
         hereof shall not be construed to be a waiver of the right of such
         party thereafter to enforce such provisions.

7.11     Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
         ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES
         FOR LOSS OF PROFITS OR REVENUE INCURRED BY EITHER PARTY OR ANY THIRD
         PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER
         PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,
         HOWEVER, THAT NOTHING IN THIS SECTION 7.11 SHALL OPERATE TO PREVENT AN
         INDEMNIFIED PARTY FROM SEEKING INDEMNIFICATION FROM THE INDEMNIFYING
         PARTY UNDER SECTION 2.7 HEREUNDER  OR OTHERWISE FOR INDIRECT,
         INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF
         PROFITS OR REVENUE CLAIMED BY A THIRD PARTY.  NEITHER PARTY'S
         LIABILITY FOR DIRECT DAMAGES HEREUNDER, EXCLUDING DAMAGES INCURRED BY
         EITHER PARTY RELATED TO THE OTHER PARTY'S ALLEGED INFRINGEMENT OF
         THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, FRAUD OR INTENTIONAL BREACH
         OF ANY COVENANT OR OBLIGATION IN THIS AGREEMENT, AND EXCLUDING
         MANUGISTICS' OBLIGATIONS TO GUARANTEE REVENUES TO IRI HEREUNDER, SHALL
         EXCEED ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000).

         The provisions of this Section 7.11 allocate the risks under this
         Agreement between the parties and are an intrinsic part of the bargain
         between the parties.  The fees provided for in this Agreement reflect
         this allocation of risks and the limitation of liability specified
         herein.





                                       20
<PAGE>   22
7.12     Category Management Process Cooperation.  Both parties recognize that
         the category management process and related products such as IRI's
         Category Manager software product, have the potential for adding
         substantial value to the integration of decision support and supply
         chain operations at retailers.  IRI and MANUGISTICS agree to use
         commercially reasonably efforts to work together to investigate and
         define possible category management solutions that will integrate with
         supply chain operations in the retailer environment, with the mutual
         intent of being able to introduce such solution(s) to retailers within
         18 months of the date of this Agreement.





                                       21
<PAGE>   23
MANUGISTICS, INC.                             INFORMATION RESOURCES, INC.
                                            
                                            
By:  /s/ William M. Gibson                    By:  /s/ Gian M. Fulgoni
     ---------------------------------------       -------------------
                                            
                                            
Title:  President, Chief Executive Officer    Title: /s/ Chief Executive Officer
        ----------------------------------           ---------------------------





                                       22