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                                                                   EXHIBIT 10.34

                     SEVERANCE AND NON-COMPETITION AGREEMENT

This Separation and Non-Competition Agreement is made this 1st day of January
2004 by and between Manhattan Associates ("Company") and Ramesh Srinivasan
("Executive").

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, and in consideration of the mutual promises and covenants
set forth in this Agreement, the parties agree as follows:

     1.  Employment. Company has agreed to employ Executive as Executive Vice
         President, WMS in accordance with the terms and conditions set forth in
         this Agreement and Executive has accepted such employment. This
         agreement governs the terms by which Executive shall receive certain
         payments in return for a promise not to compete with the business of
         the Company in the event of a termination.

     2.  Severance. In the event of a termination or Constructive Termination
         (as defined below) of employment by the Company or its successors,
         other than a termination for cause, Executive shall receive a severance
         payment equal to six (6) months of Executive's then current base
         salary, subject to all standard deductions, payable in six (6) equal
         monthly payments from date of termination, including COBRA payments for
         Executive and Executive's family for medical and dental coverage.
         Company's obligation to make the severance payment shall be conditioned
         upon Executive's (i) execution of a release agreement in a form
         reasonably acceptable to the Company, and consistent with the terms of
         this Agreement and any other Agreements, whereby Executive releases the
         Company from any and all liability and claims of any kind, and (ii)
         compliance with the restrictive covenants and all post-termination
         obligations contained in this Agreement. Further, in the event of a
         Constructive Termination, or a termination by Company other than a
         termination for cause.

     3.  Cause. For purposes of this Agreement, Cause shall include, but not be
         limited to an act or acts or an omission to act by the Executive
         involving (i) willful and continual failure to substantially perform
         his duties with the Company (other than a failure resulting from the
         Executive's Disability) and such failure continues after written notice
         to the Executive providing a reasonable description of the basis for
         the determination that the Executive has failed to perform his duties,
         (ii) indictment for a criminal offense other than misdemeanors not
         disclosable under the federal securities laws, (iii) breach of this
         Agreement in any material respect and such breach is not susceptible to
         remedy or cure or has not already materially damaged the Company, or is
         susceptible to remedy or cure and no such damage has occurred, is not
         cured or remedied reasonably promptly after written notice to the
         Executive providing a reasonable description of the breach, or (iv)
         conduct that the Board of Directors of the Company has determined, in
         good faith, to be dishonest, fraudulent, unlawful or grossly negligent
         or which is not in compliance with the Company's Code of Conduct or
         similar applicable set of standards or conduct and business practices
         set forth in writing and provided to the Executive prior to such
         conduct.

     4.  Constructive Termination. For purposes of this Agreement, Constructive
         Termination shall mean a situation where (A) (i) after a Change of
         Control the Executive is no longer serving as Executive Vice President
         reporting to the Chief Executive Officer or President, the Executive is
         not timely paid his compensation under this Agreement or the assignment
         to the Executive of any duties or responsibilities which are
         inconsistent with the status, title, position or responsibilities of
         such positions (which assignment is not rescinded after the Company
         receives written notice from the Executive providing a reasonable
         description of such inconsistency); (ii) after a Change of Control the
         Company's headquarters being outside of the greater Atlanta area or the
         Company requiring the Executive to be based at any place outside a
         30-mile radius from the principal location from which the Executive
         served as an employee of the Company immediately prior to the Change of
         Control; (iii) after a Change of Control the failure by the Company to
         provide the Executive with compensation and benefits substantially
         comparable, in the aggregate, to those provided for under the employee
         benefit plans, programs and practices in effect immediately prior to
         the Change of Control (other than stock option and other equity based
         compensation plans); (iv) after a change of Control the insolvency or
         the filing (by any party including the Company) of a petition for
         bankruptcy of the Company; or (v) after a Change of Control, the
         failure of the Company to obtain an agreement from any successor or
         assignee of the Company to assume and agree to perform this Agreement
         unless such successor or assignee is bound to the performance of this
         Agreement as a matter of law; provided however, that the aforementioned
         situations will not be deemed to be a Constructive Termination
         hereunder until such time as the Executive has given written notice to
         the Chief Executive Officer or President of the situation constituting
         a "Constructive Termination" hereunder, and the Chief Executive Officer
         or President has failed to cure such situation within thirty (30) days
         following receipt of such written notice, and (B) the Executive
         terminates his employment with the Company. Notwithstanding the
         foregoing, for fiscal years 2004 and 2005 only, Constructive
         Termination shall also mean a situation where (i) the Company's

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         headquarters are relocated outside a 50-mile radius from the current
         principal location; or (ii) the Executive is no longer serving as an
         Executive Vice President in any capacity.

     5.  Change of Control. In the event of a Change of Control of the Company,
         as defined below, all options, whether vested or non-vested shall vest
         as of the date of the Change of Control. "Change of Control" shall mean
         the happening of an event that shall be deemed to have occurred upon
         the earliest to occur of the following events: (i) the date the
         stockholders of the Company (or the Board, if stockholder action is not
         required) approve a plan or other arrangement pursuant to which the
         Company will be dissolved or liquidated; (ii) the date the stockholders
         of the Company (or the Board, if stockholder action is not required)
         approve a definitive agreement to sell or otherwise dispose of all or
         substantially all of the assets of the Company; or (iii) the date the
         stockholders of the Company (or the Board, if stockholder action is not
         required) and the stockholders of the other constituent corporations
         (or their respective boards of directors, if and to the extent that
         stockholder action is not required) have approved a definitive
         agreement to merge or consolidate the Company with or into another
         corporation, other than, in either case, a merger or consolidation of
         the Company in which holders of shares of the Company's voting capital
         stock immediately prior to the merger or consolidation will have at
         least fifty percent (50%) of the ownership of voting capital stock of
         the surviving corporation immediately after the merger or consolidation
         (on a fully diluted basis), which voting capital stock is to be held by
         each such holder in the same or substantially similar proportion (on a
         fully diluted basis) as such holder's ownership of voting capital stock
         of the Company immediately before the merger or consolidation. In the
         event that any executive other than the President, Chief Executive
         Officer and/or Senior Vice President and Chief Financial Officer are
         extended what Executive considers a more favorable Change of Control
         provision, the Company agrees to modify this Agreement with such
         provision.

     6.  Non-Competition. As a condition to any payment based on a termination,
         Executive agrees that he will not work for any of the Ten (10) direct
         competitors to Company listed in Schedule A for a period of Twelve (12)
         months from the date of termination without written consent of
         Employer. Company may add, at their discretion, up to Four (4)
         additional competitors to Schedule A prior to June 30, 2005. Executive
         further agrees that he will not recruit or hire, another Executive or
         employee of Employer for a period of Twelve (12) months from the date
         of termination or cause or assist another Executive or employee of
         Employer to be hired by any competitor of Employer for a period of
         Twelve (12) months from the date of termination.

     7.  Effect of violations by Executive. Executive agrees and understands
         that any action by him in violation of this Agreement shall void
         Employer's payment to the Executive of all severance monies and
         benefits provided for herein and shall require immediate repayment by
         the Executive of the value of all consideration paid to Executive by
         Employer pursuant to this Agreement, and shall further require
         Executive to pay all reasonable costs and attorneys' fees in defending
         any action Executive brings, plus any other damages to which the
         Employer may be entitled.

     8.  Severability. If any provision, or portion thereof, of this Agreement
         is held invalid or unenforceable under applicable statute or rule of
         law, only that provision shall be deemed omitted from this Agreement,
         and only to the extent to which it is held invalid and the remainder of
         the Agreement shall remain in full force and effect.

     9.  This Agreement shall be governed under the laws of the United States.

I have read this Agreement, I understand its contents, and I willingly,
voluntarily, and knowingly accept and agree to the terms and conditions of this
Agreement. I acknowledge and represent that I received a copy of this Agreement
on _________________, 2004.

EXECUTIVE:

/s/ Ramesh Srinivasan                                         March 5, 2004
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Ramesh   Srinivasan                                           Date

EMPLOYER:

/s/ Richard M. Haddrill                                       March 5, 2004
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Richard M. Haddrill                                           Date
President and Chief Executive Officer