January 19, 2000


Mr. Daniel Stoks
5920 Ettington Drive
Suwanee, Georgia 30024

Dear Dan,

On behalf of  Manugistics,  Inc.,  as well as its  parent  company,  Manugistics
Group,  Inc., and the Board of Directors of both, we are very pleased to confirm
our verbal offer for the  position of Senior Vice  President,  America's  Sales.
This  position  reports  to the  Executive  Vice  President,  Global  Sales  and
Services.

Cash  Compensation.  In this position,  your annual base salary is $200,000.  In
addition, you are eligible to receive an annual incentive bonus of up to 100% of
your annual base salary. The incentive bonus is paayble as follows: 50% based on
the  financial  performance  of  the  Company  and  50%  based  upon  management
objectives.  The bonuses will be payable under the plan  submitted by you within
the first ninety (90) days of your employment and approved by the Executive Vice
President, Global Sales and Services. During the first twelve(12) months of your
employmentwith  the Company,  you will earn a minimum of fifty  percent (50%) of
the bonuses, payable to you on a quarterly basis.

Sales  Incentive.  In addition  to the  foregoing,  Manugistics  will pay you an
additional  quarterly  bonus  (annualized  at  $100,000  per year)  based on the
achievement  of  sales  goals  for  the  America's  sales  team  which  will  be
established  by the  Executive  Vice  President of Global Sales and Services and
agreed upon by yourself and the President and CEO.

Stock  Options.  We are alos  pleased  to offer you a stock  option  package  as
follows:

An  option,  granted  as of your date of hire,  to  purchase  200,000  shares of
Manugistics  Group, Inc. common stock  ("Manugistics  Stock") in accordance with
the Manugistics 1998 Stock Option Plan.

The vesting  period for the stock options under this first option shall commence
on the date of grant  and vest  over a four (4) year  period,  in equal  monthly
increments.

<PAGE>

Mr. Daniel Stoks
January 19, 2000
Page Two

In  keeping  with  Manugistics  policy,  all  offers  are  contingent  upon  the
successful completion of employment references.

Benefits.  Effective on your first day of  employment  and as a key executive in
the Company,  you will be eligible for the  comprehensive  Manugistics  benefits
program in accordance with the Company's written plans and which includes:

      o   Stock Options - as set forth above
      o   Employee Stock Purchase Plan
      o   401(k) Retirement Plan
      o   Comprehensive Medical Care
      o   Dental Care
      o   Employee Vision Care
      o   Life  Insurance  ($300,000  standard  term  life  plus and  additional
          $700,000 of term life at Manugistics expense).
      o   Accidental Death and Dismemberment Insurance
      o   Long-Term Disability
      o   Exec-U-Care - provides  reimbursement  of up of out of pocket  medical
          expenses above the Comprehensive Medial Care Program

Termination.  If the Company  terminates  your employment for reasons other than
cause,  you will receive your base salary and  benefits in  accordance  with the
Company's  payroll  practices during the six (6) month period commencing on your
termination date ("severance  period").  In addition,  if the Company termonates
your  employment  for reasons  othre than cause,  the Company will  continue the
monthly  vesting of the  options  granted to you  pursuant  to this letter for a
period of six (6) months following your termination date.

Change of Control. In the event that the Company has a change of control,  which
is defined as fifty one percent  (51%) of the  Company's  voting  stock having a
change  in  ownership:  (a) if your  responsibilities  are not  affected,  fifty
percent (50%) of you outstanding  options set out above shall  immediately vest;
(b)  if  your   responsibilities   are  significantly   diminished  or  you  are
constructively terminated, i.e., your responsibilities no longer consist

<PAGE>


Mr. Daniel S. Stoks
January 19, 2000
Page Three

of those  reasonably  associated  with the position of Senior Vice  President of
America's Sales one hundred  percent (100%) of the  outstanding  options set out
above shall immediately vest.

Final  Determination by Board. All compensation and benefits included as part of
this offer will conform to the Company's standard policies, practices and plans.
In the event of any  questions  with  regard to the  compensation  and  benefits
described in this letter,  the  Compensation  Committe of the Board of Directors
will make the final determination with regard to any interpretation  relating to
the elements of your compensation package.

In keeping with Manugistics  policy, all offers are contingent upon execution of
Manugistics, Inc.'s Conditions of Employment.

Please signify your acceptance of this offer by signing and dating this letter.

We look forward to your joining Manugistics as a Senior Vice President effective
January 20, 2000, and as a member of the Executive  Committee.  We are confident
that the association will be mutually rewarding.

Sincerely,

/s/ Carl DiPietro for
---------------------
Gregory J. Owens

Accepted by:
/s/ Daniel S. Stoks
-------------------
Daniel S. Stoks

Source: OneCLE Business Contracts.