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AMENDED AND RESTATED REVOLVING PROMISSORY NOTE




			
	$15,000,000 
	 	McLean, Virginia

March 31, 2004







     FOR VALUE RECEIVED, MANUGISTICS GROUP, INC., a corporation organized under
the laws of the State of Delaware (the “Company”), and MANUGISTICS, INC., a
corporation organized under the laws of the State of Delaware (each a
“Borrower” and collectively, the “Borrowers”) jointly and severally promise to
pay to the order of SILICON VALLEY BANK, a California-chartered bank doing
business in Virginia as “Silicon Valley East” (“Bank”), at such place as the
holder hereof may designate, in lawful money of the United States of America,
the aggregate unpaid principal amount of all advances (“Advances”) made by Bank
to any Borrower in accordance with the terms and conditions of the Loan
Agreement among Borrowers and Bank of even date herewith (as amended from time
to time, the “Loan Agreement”), up to a maximum principal amount of Fifteen
Million Dollars ($15,000,000) (“Principal Sum”), or so much thereof as may be
advanced or readvanced and remains unpaid. Borrowers shall also pay interest
on the aggregate unpaid principal amount of such Advances, as follows:



     Commencing as of the date hereof and continuing until repayment in full of
all sums due hereunder, the unpaid Principal Sum shall bear interest at the
variable rate of interest, per annum, equal to the Prime Rate (as defined
below) plus one half of one percent (.50%) per annum. The rate of interest
charged under this Note shall change immediately and contemporaneously with any
change in the Prime Rate. All interest payable under the terms of this Note
shall be calculated on the basis of a 360-day year and the actual number of
days elapsed. As used herein, the “Prime Rate” shall mean the greater of (a)
Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest
rate or (b) four percent (4%).



     The unpaid Principal Sum, together with interest thereon at the rate or
rates provided above, shall be payable as follows:



          (a) Interest only on the unpaid principal amount shall be due and payable
monthly in arrears, commencing April 5, 2004, and continuing on the fifth (5th)
day of each calendar month thereafter to maturity; and



          (b) Unless sooner paid, the unpaid Principal Sum, together with interest
accrued and unpaid thereon, shall be due and payable in full on the Revolving
Maturity Date.



     The fact that the balance hereunder may be reduced to zero from time to
time pursuant to the Loan Agreement will not affect the continuing validity of
this Note or the Loan Agreement, and the balance may be increased to the
Principal Sum after any such reduction to zero.



     Each Borrower hereby represents, agrees and covenants that the Obligations
evidenced hereby are deemed “Designated Senior Indebtedness” for purposes of
that certain Indenture between the Company and State Street Bank and Trust
Company dated October 20, 2000, as the same may be amended, restated or
otherwise modified from time to time.




 











 





     This Note is the “Revolving Promissory Note” described in the Loan
Agreement, to which reference is hereby made for a more complete statement of
the terms and conditions under which the Advances and Credit Extensions
evidenced hereby are made. The indebtedness evidenced by this Note amends and
restates in its entirety that certain Revolving Promissory Note dated as of
January 14, 2003 (the “Prior Note”) in the maximum principal amount of Twenty
Million Dollars ($20,000,000) from the Borrower in favor of the Bank, as
amended prior to the date hereof. It is expressly agreed that the indebtedness
evidenced by the Prior Note has not been extinguished or discharged hereby.
The Borrower agrees that the execution of and delivery of this Note is not
intended to and shall not cause or result in a novation with respect to the
Prior Note. This Note may be secured as provided in the Loan Agreement. All
capitalized terms used herein and not otherwise defined shall have the meanings
given to such terms in the Loan Agreement.



     Each Borrower irrevocably waives the right to direct the application of
any and all payments at any time hereafter received by Bank from or on behalf
of any Borrower and each Borrower irrevocably agrees that Bank shall have the
continuing exclusive right to apply any and all such payments against the then
due and owing obligations of either Borrower as Bank may deem advisable. In
the absence of a specific determination by Bank with respect thereto, all
payments shall be applied in the following order: (a) then due and payable fees
and expenses; (b) then due and payable interest payments and mandatory
prepayments; and (c) then due and payable principal payments and optional
prepayments.



     Bank is hereby authorized by each Borrower to endorse on Bank’s books and
records each Advance made by Bank under this Note and the amount of each
payment or prepayment of principal of each such Advance received by Bank; it
being understood, however, that failure to make any such endorsement (or any
error in notation) shall not affect the joint and several obligations of each
Borrower with respect to Advances made hereunder, and payments of principal by
any Borrower shall be credited to Borrowers notwithstanding the failure to make
a notation (or any errors in notation) thereof on such books and records.



     The occurrence of any one or more of the following events shall constitute
an event of default (individually, an “Event of Default” and collectively, the
“Events of Default”) under the terms of this Note:



          (a) The failure of either Borrower to pay to Bank within three (3)
Business Days of when due any and all amounts payable by either Borrower to
Bank under the terms of this Note; or



          (b) The occurrence of an Event of Default (as defined therein) under the
terms and conditions of any of the other Loan Documents.



     Upon the occurrence of an Event of Default, at the option of Bank, all
amounts payable by either Borrower to Bank under the terms of this Note shall
immediately become due and payable by Borrowers to Bank without notice to any
Borrower or any other Person, and Bank shall have all of the rights, powers,
and remedies available under the terms of this Note, any of





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the other Loan Documents and all applicable laws. Each Borrower and all
endorsers, guarantors, and other parties who may now or in the future be
primarily or secondarily liable for the payment of the indebtedness evidenced
by this Note hereby severally waive presentment, protest and demand, notice of
protest, notice of demand and of dishonor and non-payment of this Note and
expressly agree that this Note or any payment hereunder may be extended from
time to time without in any way affecting the joint and several liability of
Borrowers, guarantors and endorsers.



     Until such time as Bank is not committed to extend further credit to the
Borrowers and all Obligations of the Borrowers to Bank have been indefeasibly
paid in full in cash, and subject to and not in limitation of the provisions
set forth in the next following paragraph below, no Borrower shall have any
right of subrogation (whether contractual, arising under the bankruptcy code or
otherwise), reimbursement or contribution from any Borrower or any guarantor,
nor any right of recourse to its security for any of the debts and obligations
of any Borrower which are the subject of this Note. Except as otherwise
expressly permitted by the Loan Agreement, any and all present and future debts
and obligations of any Borrower to any other Borrower are hereby subordinated
to the full payment and performance of all present and future debts and
obligations to Bank under this Note and the Loan Agreement and the Loan
Documents, provided, however, notwithstanding anything set forth in this Note
to the contrary, prior to the occurrence of a payment default, the Borrowers
shall be permitted to make payments on account of any of such present and
future debts and obligations from time to time in accordance with the terms
thereof.



     Each Borrower further agrees that, if any payment made by any Borrower or
any other person is applied to this Note and is at any time annulled, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or
otherwise required to be refunded or repaid, or the proceeds of any property
hereafter securing this Note is required to be returned by Bank to any
Borrower, its estate, trustee, receiver or any other party, including, without
limitation, such Borrower, under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or
repayment, such Borrower’s liability hereunder (and any lien, security interest
or other collateral securing such liability) shall be and remain in full force
and effect, as fully as if such payment had never been made, or, if prior
thereto any such lien, security interest or other collateral hereafter securing
such Borrower’s liability hereunder shall have been released or terminated by
virtue of such cancellation or surrender, this Note (and such lien, security
interest or other collateral) shall be reinstated in full force and effect, and
such prior cancellation or surrender shall not diminish, release, discharge,
impair or otherwise affect the obligations of such Borrower in respect of the
amount of such payment (or any lien, security interest or other collateral
securing such obligation).



     The JOINT AND SEVERAL obligations of each Borrower under this Note shall
be absolute, irrevocable and unconditional and shall remain in full force and
effect until the outstanding principal of and interest on this Note and all
other Obligations or amounts due hereunder and under the Loan Agreement and the
Loan Documents shall have been indefeasibly paid in full in cash in accordance
with the terms thereof and this Note shall have been canceled.



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     The Borrowers each shall be jointly and severally liable on the payment of
the Obligations as and when due and payable in accordance with the provisions
of this Note, the Loan Agreement and the other Loan Documents. The term
“Borrowers” when used in this Note shall include all of the Borrowers,
individually and jointly, and Bank may (without notice to or consent of any or
all of the Borrowers and with or without consideration) release, compromise,
settle with, proceed against any or all of the Borrowers without affecting,
impairing, lessening or releasing the obligations of the other Borrower
hereunder.



     Each Borrower promises to pay all costs and expense of collection of this
Note and to pay all reasonable attorneys’ fees incurred in such collection,
whether or not there is a suit or action, or in any suit or action to collect
this Note or in any appeal thereof. Each Borrower waives presentment, demand,
protest, notice of protest, notice of dishonor, notice of nonpayment, and any
and all other notices and demands in connection with the delivery, acceptance,
performance default or enforcement of this Note, as well as any applicable
statutes of limitations. No delay by Bank in exercising any power or right
hereunder shall operate as a waiver of any power or right. Time is of the
essence as to all obligations hereunder.



     This Note is issued pursuant to the Loan Agreement, which shall govern the
rights and obligations of Borrowers with respect to all obligations hereunder.



     Each Borrower acknowledges and agrees that this Note shall be governed by
the laws of the Commonwealth of Virginia, excluding conflicts of laws
principles, even though for the convenience and at the request of Borrowers,
this Note may be executed elsewhere.



     EACH BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF VIRGINIA IN ANY ACTION, SUIT,
OR PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON BANK CANNOT AVAIL ITSELF
OF THE COURTS OF VIRGINIA, EACH BORROWER ACCEPTS JURISDICTION OF THE COURTS AND
VENUE IN SANTA CLARA COUNTY, CALIFORNIA. BORROWERS AND BANK EACH HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES
AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT
TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.



[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


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     IN WITNESS WHEREOF, each Borrower has caused this Note to be executed
under seal by its duly authorized officers as of the date first written above.



	 	 	 	 	 	 	 
	WITNESS/ATTEST:

	 	MANUGISTICS GROUP, INC.
	 
	 	 
	/s/ Susan E. Pendery

	 	By: /s/ Raghavan Rajaji
	
 

	 	
 
	Susan Pendery

	 	Name: Raghavan Rajaji
	Assistant Secretary

	 	Title: Executive Vice President and
	

	 	Chief Financial Officer
	 
	 	 
	WITNESS/ATTEST:

	 	MANUGISTICS, INC.
	 
	 	 
	/s/ Susan E. Pendery

	 	By: /s/ Raghavan Rajaji
	
 

	 	
 
	Susan Pendery

	 	Name: Raghavan Rajaji
	Assistant Secretary

	 	Title: Executive Vice President and
	

	 	Chief Financial Officer






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