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Termination of Employment Agreement - Manugistics Inc. and Joseph Broderick

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                             Manugistics, Inc.
                         2115 E. Jefferson Street
                         Rockville, Maryland 20852


Date Presented: February 9, 1999

This Termination of Employment Agreement ("Agreement") is entered into by
Manugistics, Inc. ("Manugistics") and Joseph Broderick ("you") who has been
employed since December 29, 1995.   It is acknowledged that you will
terminate your employment relationship with Manugistics as of close of
business,  November 1, 1999 ("Termination Date"); and both you and
Manugistics agree to set forth the terms and conditions upon which the
employment relationship is to be terminated.  You also agree that you have
received valuable and sufficient consideration for entering into this
Agreement.  Any payment made by Manugistics will only be made after there
has been a signed agreement between the parties. The parties agree to the
following terms:

1.   Termination Date.

     Your Severance Period will begin on your Severance Date, January 31,
1999 and continue through November 1, 1999. You will not be required to
perform company work during your Severance Period except as otherwise noted
in this Agreement.  You will receive your current base pay during the
period January 31, 1999, your Severance Date, through July 31, 1999, a
period of twenty six (26) weeks.  You will receive Severance pay during
this twenty six (26) week period even if you should secure employment with
another employer.  Your period of severance will continue from August 1,
1999 and through November 1, 1999 without pay and benefits except as
provided for in paragraph 1a. of the AGREEMENT.

Your termination of employment from Manugistics will be effective as of
close of business on your Termination Date, November 1, 1999.  You will
vest stock options through your Termination Date.

1a.       Extension of Severance Period with Pay and Benefits.

     In the event you have not begun full time professional employment with
another employer by  August 1, 1999, and you have made a good faith effort
to secure such employment, your severance pay and benefits will be
continued through November 1, 1999  (maximum 13 weeks), or until

professional employment begins with another employer, whichever occurs

2.   Reason for Termination.

     It is mutually agreed by the parties that you have resigned your
     employment with Manugistics in order to secure employment that is more
     aligned with your career objectives and philosophy.  Following the
     public announcement of your resignation on January 19, 1999, you
     discontinued your official  duties and responsibilities as Executive
     Vice President of Manugistics, member of EXEC and officer of

3.   Severance Pay.

     a.  Severance paychecks will  be issued according to Manugistics'
     regular payroll procedures. As part of severance payment, you agree to
     provide reasonable transition assistance to Manugistics during the
     severance period.

     b.  Manugistics may offset against any amounts due to you under this
     Severance Agreement:  (a) all amounts due from you to Manugistics; and
     (b) the value of any property of Manugistics that is in your
     possession which is not returned to Manugistics by the Severance Date.

4.   Benefits.

     a.  You will receive all the benefits of employment with Manugistics
     that you have in force as of the date of this Agreement.  These
     benefits will continue through your Termination Date, unless this
     Agreement specifically provides otherwise.  This Agreement will not
     affect any rights or obligations you have otherwise accrued under
     Manugistics benefit plans, including Manugistics Insurance Plans, and
     the Manugistics, Inc. 401(K) Retirement Savings Plan.  The terms of
     those Plans shall control concerning the termination of benefits under
     those plans.  You will be eligible for Short Term Disability and Good
     Health Subsidy until your Severance Period begins.  The Employee
     Assistance Plan (1-800-225-8451) is available to you for six months
     following your Termination Date.  PC Subsidy and Tuition Assistance
     must have been approved by HRD prior to the date of this letter to be
     considered.  You may be eligible for unemployment compensation
     benefits to the extent state law allows.  Severance payments made to
     you include all vacation, holiday entitlements and fully satisfy any
     claim you may have for such benefit entitlements.

     b.  Following your Termination Date,  you will be able to continue

     your company health insurance plan as set forth under COBRA.  To be
     eligible, you must complete a timely COBRA application for coverage.
     Under COBRA law you will be eligible for at least 18 months of
     coverage.  You will be responsible for payment of the full premium and
     administrative costs: Standard Plan (approximately $196.28 per month
     for Employee only, $437.40 per month for Employee plus one dependent,
     or $573.48 per month for Family coverage); HMO, (approximately $147.86
     per month for Employee only, or $399.21 per month for Family
     coverage).  Insurance premiums are subject to change as such changes
     would apply to other employees.

     c.  On request, Carl Di Pietro will meet with you regarding employment
     sources and otherwise provide employment counseling.   Based on your
     performance to date, you are eligible for reemployment with
     Manugistics should a suitable opportunity exist.

     d.  You will be required to exercise vested stock options that may be
     due you within thirty (30) days following your Termination Date, or
     such options will be forfeited.

     e.  To assist you in your job search, you may retain your Think Pad
     computer.  Please provide the Manugistics equipment number or serial
     number.  Your ATT company calling card will be deactivated as of
     February 1, 1999.  During your Severance Period, you will be entitled
     to reimbursement of up to $500 for long distance telephone calls, and
     to defray other job search costs,  that are required in your search
     for employment.  Submit expense reports to HRD for reimbursement in no
     less than $100 increments.  To be paid, expense reports must be
     submitted no later than 30 days following your Termination Date.

     f.  Until November 1, 1999 you will remain a designated corporate
     member of Avenel Golf Club and remain entitled to full privileges of
     that membership.

5.   Condition Precedent.

     All obligations of Manugistics under this Agreement are conditioned
     upon your compliance with your obligations herein.

6.   Termination Procedure.

     a.  You will comply with the duties and responsibilities noted in
     Manugistics' termination procedures set forth in the on-line Employee
     Encyclopedia and which the parties agree are a part of this Agreement.
     These duties and responsibilities include, but are not limited to,
     returning licensed manuals, proprietary information, computer

     equipment/software, office keys, access cards, credit cards and paying
     off Diner's Club in full.   Your current computer access and email
     shall continue through February 20, 1999.   Effective February 1,
     1999, Manugistics will provide you with a new voice mailbox so that
     you can receive employment related calls from outside the Company.  On
     or before your Termination Date, the new voice mailbox , may be
     deactivated at the discretion of the company.  You agree to remove
     your personal property from and leave Manugistics premises, during
     regular Manugistics' business hours, on or before the Severance Date.

7.   Release of Claims.

     a.  Employee Release.  You hereby release Manugistics and its
     directors, officers, and employees from past and present claims based
     on acts or omissions occurring before and as of today's date.  These
     include, but are not limited to, claims for salary, benefits,
     commissions and damages which are directly or indirectly related to
     your employment by Manugistics or the termination of your employment.

     b.  Manugistics Release.  Manugistics and its directors, officers,
     successors, agents and attorneys hereby release you and your heirs,
     administrators, executors, representatives, agents and attorneys from
     past and present claims based on acts or omissions occurring before
     and as of today's date.  These include, but are not limited to,
     breach of contract, breach of duties, personal injury or torts, which
     are directly or indirectly related to your employment by Manugistics
     or the termination of your employment.

     c.  Limitation of Releases.  The releases in this Section apply to
     your employment or termination of your employment, but do not apply to
     claims for breach of this Agreement.

     d.  In consideration of the severance benefits paid to Employee pursuant to
         this Agreement, the Employee hereby releases Employer from any claims
         under the Age Discrimination in Employment Act which arose prior to the
         execution date of this Agreement. Employee should discuss any questions
         concerning this waiver with an attorney of Employee's choice prior to
         executing this Agreement. Employee shall have a period of forty five
         (45) days from the date of this Agreement within which to consider this
         Agreement or amendments thereto. Employee may revoke this Agreement for
         a period of seven (7) days following its execution, and this Agreement
         shall not be effective or enforceable until such seven-day revocation
         period has expired.

8.   Noninterference.

     You agree to maintain a cooperative attitude toward Manugistics, not
     to disrupt Manugistics ongoing business, and not to make disparaging
     remarks about  Manugistics.  You agree to act in good faith in your
     conduct and to refrain from any involvement in the business affairs of
     Manugistics except as provided in this section or expressly directed
     by your manager.  You also agree to be available by telephone and in
     person until Termination Date to the extent that Manugistics
     reasonably finds such necessary.  If you receive any questions
     concerning the daily business affairs of Manugistics, including
     questions from customers of Manugistics, you agree to promptly refer
     them to your manager.   Manugistics agrees to act in good faith and
     not to make disparaging remarks about you.

9.   Noncompete.

     For three (3) months after Manugistics makes the last payment under
     this agreement, you agree not to directly or indirectly:

     a. Solicit, attempt to solicit or contact for the purpose of
     soliciting for employment (for you or for any other person or
     business) any employee of Manugistics.

     b. For a period of six (6) months after your Severance Date, solicit,
     attempt to solicit or contact for the purpose of soliciting (for you
     or for any other person or business) any person or business which was
     a customer of Manugistics during employment with Manugistics, or any
     person or business to whom Manugistics had proposed future service
     within the three (3) month period prior to your Severance Date.  The
     solicitation restrictions of this paragraph apply to you if you are
     associated with or representing, directly or indirectly, any interest
     with products and services that are in direct competition with
     Manugistics.  I2, the supply chain practice of SAP, Logility,
     Numetrix, Synquest and Paragon are considered direct competition.

     c.  Seek or accept employment with a person or business which is a
     competitor of Manugistics, if  the employment is directly or
     indirectly related to the types of services made that you provided to
     Manugistics, without your prior notice to and your receipt of the
     written consent of Manugistics.  I2,  SAP,  Logility, Numetrix,
     Synquest and Paragon are considered direct competition.  Once you have
     decided on a new employer, you agree to notify Manugistics' Director
     of Human Resources,  in writing, with the employer's name and address,
     date of employment, your new job title and a brief description of job

     You understand that you cannot disclose any confidential information

     and/or trade secrets of Manugistics as set out in your Conditions of
     Employment or applicable law.   Breach of any of the obligations in
     the Code of Conduct or Conditions of Employment are deemed a breach of
     this AGREEMENT.

     d.  Both parties agree that your consent to your obligations under
     this Noncompete Section is an important consideration for Manugistics
     to enter into this Agreement and that these obligations are meant to
     protect Manugistics confidential information which is a valuable asset
     and could be used by its competitors to Manugistics detriment.  You
     understand the value of this provision to Manugistics, and you also
     agree that Manugistics may not be able to fully protect its rights
     through money damages.  Therefore, you understand that Manugistics may
     seek injunctive relief in order to ensure that this provision is
     enforced.  If a court with proper jurisdiction finds that this
     provision is too broad, both parties agree that the court may limit it
     so that it may be enforced to the fullest extent possible.

10.  Reaffirmation of Your Obligations.

     You agree to reaffirm the obligations under the Manugistics Employee
     Code of Conduct and the Manugistics Conditions of Employment to which
     you have been bound since your first day of employment by Manugistics.
     Receipt of Manugistics benefits as noted in this Agreement or
     elsewhere, are subject to your full compliance with the Manugistics
     Code of Conduct and Conditions of Employment.

11.  Entire Agreement.

     This Agreement is the entire agreement between the parties with regard
     to your employment with Manugistics, and the termination of your
     employment, and supersedes all previous communications between you and
     Manugistics relating to your employment or termination.

12.  Confidentiality.

     You hereby agree to keep the terms of this Agreement confidential and
     not to disclose this Agreement with anyone other than your tax or
     legal advisors, without Manugistics' consent which will not be
     unreasonably withheld.  Manugistics will only disclose the terms of
     this Agreement to its tax and legal advisors and those Manugistics
     employees whose position reasonably requires such knowledge.

13.  Acknowledgment of Understanding.



This Agreement is agreed to and accepted by:

YOU:                          MANUGISTICS:

By:                            By:
    (Signature)                    (Signature)

    Print Name:                    Print Name:

    Title:                         Title:

    Date Signed:                   Date Signed: