MANUGISTICS, INC.
                              9715 KEY WEST AVENUE
                               ROCKVILLE, MD 20850

                       TERMINATION OF EMPLOYMENT AGREEMENT

DATE PRESENTED: September 11, 2002

This Termination of Employment Agreement ("Agreement") is entered into by
Manugistics, Inc. ("Manugistics") and Richard F. Bergmann ("you"). We both agree
that your employment relationship with Manugistics will terminate as of the
close of business on your Termination Date, consistent with the terms and
conditions of your Offer Letter dated June 3, 1999, except as modified herein,
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 severance payment provided for in this Agreement will only be
made after the Agreement has been signed by all parties. The parties agree to
the following terms:

1. TERMINATION DATE.

October 15, 2002 will be your last day of work, and is your Termination Date.
Effective on your Termination Date, you hereby resign from all employment,
offices and directorships which you hold with Manugistics and its affiliated
companies, including, without limitation, Manugistics Group, Inc.

2. REASON FOR TERMINATION.

We both agree that the termination of your employment is for reasons other than
cause.

3. TRANSITION ASSISTANCE AND VACATION PAY.

You agree to provide reasonable transition assistance to Manugistics. As of your
Termination  Date, you do not have any unpaid or unused  vacation time. You will
not accrue any  vacation or sick leave  benefits  after your  Termination  Date.
Manugistics  may also offset from your one time lump sum  Severance  Payment (as
set forth in Paragraph 12 below, "Severance Payment."): (a) all amounts due from
you to Manugistics  and as of October 10, 2002,  Manugistics is not aware of any
amounts  due;  and (b) the  value of any  Manugistics  property  that you do not
return  to  Manugistics  within  a  reasonable  period  of time  following  your
Termination Date.

4. BENEFITS.

Notwithstanding  your Offer Letter,  your company  provided  benefits will cease
upon your receipt of the Severance Payment noted below.

This  Agreement  will not affect any rights or  obligations  you have  otherwise
accrued under Manugistics' benefit plans, including Manugistics Health Insurance
Plans, Life Insurance,  Accidental Death and Dismemberment Insurance (ADD), Long
Term Disability  Insurance (LTD),  Executive Life Insurance and the Manugistics,
Inc. 401(k) Retirement  Savings Plan. The terms of those Plans shall control the
termination of benefits under those plans.  You may be eligible for unemployment
compensation to the extent state law allows.

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Following your Termination Date, or any earlier date for a qualifying event, you
will be able to continue, your company health insurance benefits as set forth
under COBRA.

To be eligible for COBRA, you must complete a timely COBRA coverage enrollment
request. You will have sixty days from your Termination Date to elect COBRA.
Group Benefit Services (GBS) will send the COBRA enrollment request form
directly to you. Under COBRA law, you will be responsible for payment of the
full premium and administrative costs.

You may also be eligible to have the California Department of Health Services
pay your insurance premiums if you have certain high cost medical conditions.
For more information regarding this subject, please consult the Department of
Health Services "Health Insurance Premium Payment Program" Fact Sheet provided
to you with your COBRA notification forms.

Your Executive Life Insurance policy will continue to be paid until you receive
your Severance Payment. If you want to participate in the standard Life/ADD
Insurance and Long-Term Disability insurance, you may be eligible to transfer
the existing policy into an individual policy. Following your completion of the
appropriate forms, Manugistics will pay the premiums until you receive your
Severance Payment. Your Exec-U-Care health benefits terminate when you receive
your Severance Payment.

As of your Termination Date, you will no longer be able to participate by adding
new payroll  contributions to the Manugistics,  Inc. 401(k)  Retirement  Savings
Plan; your existing plan,  however,  shall remain intact. As of your Termination
Date,  you will no longer be able to  participate  in the  Manugistics  Employee
Stock Purchase Plan. (ESPP)


5. CONDITION PRECEDENT.

All obligations of Manugistics  under this Agreement are  conditioned  upon your
compliance with your obligations herein, except as otherwise required by law.

6. TERMINATION PROCEDURE.

You will comply with the duties and responsibilities, including, but not limited
to: return of company property noted in Manugistics'  termination procedures set
forth in the on-line  Employee  Encyclopedia  and which the parties  agree are a
part of this Agreement.

7. MUTUAL RELEASE OF CLAIMS.

EMPLOYEE RELEASE.  You hereby release  Manugistics and its directors,  officers,
and employees and agents, and any parent,  subsidiaries or related corporations,
and  all  of  their  current  and  former  shareholders,   directors,  officers,
employees,  and  agents  (collectively  referred  to as  "the  Company"  in this
paragraph), from all claims,  liabilities,  obligations,  promises,  agreements,
controversies,   and  damages  of  any  nature  and  kind,   known  or  unknown,
attributable  to or otherwise  arising from any alleged  conduct or practices by
any of the foregoing  parties related to your employment  relationship  with the
Company, and specifically in connection with the termination of your employment.

This  Release  specifically  includes  any and all claims of alleged  employment
discrimination  under the Age  Discrimination in Employment Act, as amended,  29
U.S.C. ***621 et seq., the Fair Employment Practices Act, as amended, Art. 41 B,
*** 1 et seq.  (Annon.  Code Md.),  Title VII of the 1964 Civil  Rights  Act, as
amended, 42 U.S.C. *** 2000 (e) et seq., the Employee Retirement Income Security
Act of 1974,  as amended,  29 U.S.C.  *** 1001 et seq.,  and any other  federal,
state or local statue,  rule or regulation,  as

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well  as any  claims  for  negligent  or  intentional  infliction  of  emotional
distress,  breach  of  contract,  fraud  or any  other  unlawful  behavior,  the
existence of which are specifically denied.

This Release is not and shall not in any way be construed as an admission by the
Company  or any of its  current  or former  shareholders,  directors,  officers,
employees  and agents of any  wrongful or unlawful  acts or of any breach of any
agreement whatsoever.

You further  agree,  promise and covenant that neither you, nor any other person
acting on your  behalf,  will file an  administrative  or  judicial  action  for
damages or other relief (including injunctive,  declaratory,  monetary relief or
other) against the Company or any of its current or former officers,  directors,
shareholders,  employees or agents relating to any matter  occurring in the past
up to the date of this Agreement or involving any continuing  effects of actions
or practices which arose prior to the date of this  Agreement,  or involving and
based  upon any  claims,  demands,  causes of  action,  obligations,  damages or
liabilities  which  are the  subject  of this  Agreement,  except  as  otherwise
permitted by law.

The parties  intend and agree that this  Agreement  shall be effective as a full
and final  accord and  satisfaction  and general  release of and from all of the
claims  released in this Agreement  (the  "Released  Claims.") In furtherance of
this intention and  Agreement,  the parties  acknowledge  that they are familiar
with Section 1542 of the Civil Code of the State of  California,  which provides
as follows:

1542. CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE.

A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING  THE  RELEASE,  WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Each  party  hereby  waives  any  and all  rights  it has,  or may  have,  under
California  Civil Code Section 1542 (or any  successor  section) with respect to
the Released  Claims.  In connection with this waiver,  the parties  acknowledge
that they are aware that they may hereafter discover claims presently unknown or
unsuspected, or facts in addition to or different from those which they now know
or believe to be true,  with  respect to the subject  matter of this  Agreement.
Nevertheless,  each party  reaffirms that by entering into this  Agreement,  and
having had the opportunity to seek the advice of its own independently  selected
counsel,  such party intends to release fully,  finally and forever the Released
Claims.

Notwithstanding any other provision to the contrary, this Agreement shall not
release any claim that you may have for statutory or other legal right to
indemnification from Manugistics with respect to claims made based upon your
acts or omissions as an officer of the company, violation of the provisions of
this Agreement, for wages indisputably due or to become due unless the Company
has already paid those wages, for worker's compensation benefits or for state
unemployment insurance.

EMPLOYER RELEASE:  Manugistics hereby releases you from all claims, liabilities,
obligations,  promises, agreements,  controversies and damages of any nature and
kind, known and unknown,  attributable to or otherwise  arising from any alleged
conduct or  practices  by you relating to any of the  foregoing  parties  and/or
relating to your employment  relationship with the Company. This paragraph shall
not release any claims that  Company may have  against you for  violation of the
provisions of this Agreement.

8. MUTUAL NONINTERFERENCE AND MUTUAL NON-DISPARAGEMENT.

You agree to maintain a cooperative attitude toward Manugistics,  to voluntarily
resign all positions with the Company,  and promptly and cooperatively assist in
the  execution  of  documents  and  paperwork

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regarding this, 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 Greg
Owens.  You also agree to make  yourself  reasonably  available  under  mutually
agreeable  circumstances  until six months  after your  Termination  Date to the
extent that Manugistics reasonably finds 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 Greg Owens.

Manugistics agrees not to make disparaging remarks about you.

9. REAFFIRMATION OF YOUR OBLIGATIONS.

You agree to reaffirm the  obligations  under the  Manugistics  Employee Code of
Conduct and the Manugistics Conditions of Employment - State of California.  The
terms of those  agreements  will govern your  non-solicitation  of  Manugistics'
employees and customers and your  agreement to not use or disclose  Manugistics'
confidential  information  and  trade  secrets,  but  the  following  discussion
summarizes your  obligations.  During your  employment by Manugistics,  you were
provided  with  access  to trade  secrets  and  confidential  information  about
Manugistics,  its  customers,  and its  methods of doing  business.  Manugistics
considers  this  information  to be  secret,  and  it  was  disclosed  to you in
confidence. In consideration of your access to this information, you agreed that
for a period of one (1) year after termination of your employment,  you will not
compete with Manugistics,  either directly or indirectly, by using or disclosing
the  confidential  information and trade secrets which you learned in the course
of your  employment.  Your  promise not to  unfairly  compete  with  Manugistics
prohibits you from  soliciting,  attempting to solicit or providing  services to
any of  Manugistics'  customers  about whom you received  confidential  or trade
secret information,  in accordance with a document  Manugistics has provided you
dated  October  10,  2002  which  contains  a  list  of  prohibited   customers.
Notwithstanding anything to the contrary contained in the Manugistics Conditions
of Employment-State of California,  or elsewhere,  you may, however,  call on or
solicit such customers of Manugistics,  specifically including,  but not limited
to those customers on the Prohibited  Customer list, while you are not competing
with  Manugistics  in  the  supply  chain  and  enterprise  profit  optimization
businesses- i.e., while you are employed by or working for a non-competitor,  in
accordance with a document Manugistics has provided you dated October 10, 2002.

10. ENTIRE AGREEMENT, GOVERNING LAW.

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  prior  and  contemporaneous  oral and  written  agreements  and
discussions  with the  exception  of the  October  10  document  referred  to in
Paragraph 9 above,  between you and  Manugistics  relating to your employment or
termination. This Agreement may be amended only by a written agreement signed by
all of the parties.  Disputes about  obligations  under this Agreement  shall be
subject  to  binding  arbitration  under the rules of the  American  Arbitration
Association.  Both parties  agree that the  jurisdiction  and venue for disputes
shall be either in the state of California or the state of Maryland.

11. PRESS RELEASE.


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Notwithstanding any other provision to this Agreement, you further acknowledge
and agree that Manugistics is entitled to issue a press release announcing your
departure from Manugistics, and to otherwise fulfill its obligations under
applicable SEC and NASDAQ rules and regulations.

12. SEVERANCE, BONUS, AND OPTIONS

In lieu of six months of severance as set forth in your Offer Letter, you will
receive a one-time lump sum Severance Payment of $62,500.00, payable within 10
business days of the Termination Date. Vesting of your options will be in
accordance with their existing terms and the terms of the plans under which they
were granted.

As additional consideration for your entering into this Agreement, the exercise
period for those options (the "Affected Options") which have, on your
Termination Date, an exercise price equal to or higher than the fair market
value of the stock underlying the options is hereby extended. You will have a
period of six (6) months following the respective dates on which the Affected
Options cease to vest in which to exercise those options.

13. ACKNOWLEDGMENT OF UNDERSTANDING.

YOU AGREE  THAT YOU HAVE READ AND FULLY  UNDERSTAND  AND AGREE WITH THE TERMS OF
THIS AGREEMENT. YOU ALSO AGREE THAT YOU HAVE NOT BEEN COERCED IN ANY MANNER WITH
REGARD TO THIS  AGREEMENT,  AND HAVE  AGREED TO THESE  TERMS AFTER FULL AND FAIR
NEGOTIATION.

14.      EFFECTIVE DATE

You hereby acknowledge that you have been given at least 21 days from the time
you received this Agreement to consider whether to sign it. THIS AGREEMENT WILL
BE WITHDRAWN IF NOT ACCEPTED BY YOU, IN WRITING, AND DELIVERED TO MANUGISTICS BY
CLOSE OF BUSINESS ON OCTOBER 11, 2002. If you have signed this agreement before
the end of those 21 days, it is because you freely chose to do so after
carefully considering the terms of this Agreement and, if desired, consulting
with your attorney. WE RECOMMEND THAT YOU CONSULT WITH YOUR ATTORNEY
REGARDING THE LEGAL EFFECT OF THIS AGREEMENT. You further shall have seven (7)
days from the date of execution of this Agreement to change your mind and revoke
the Agreement, in which case any commitments made by Manugistics in connection
with this Agreement shall be deemed null and void. The effective date of this
Agreement shall be the eighth day following your execution of this Agreement,
assuming the Agreement is not revoked by that time, and no payments under this
Agreement shall be made until that time.

PLEASE READ THIS AGREEMENT  CAREFULLY.  THIS AGREEMENT INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.

In WITNESS HEREOF, and intended to be legally bound hereby, the parties hereto
have executed or caused to be executed by duly authorized representatives this
Agreement as the date first above written.

This Agreement is agreed to and accepted by:

YOU:                                        MANUGISTICS, INC:

By: /s/ Richard Bergmann                    By: /s/ Raghavan Rajaji

Title: President                            Title: Executive Vice President and
                                                   Chief Financial Officer

Date Signed: October 11, 2002               Date Signed: October 11, 2002




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