GRID PROMISSORY NOTE

                                                               DECEMBER 31, 1995

        FOR VALUE RECEIVED, the undersigned, MANHATTAN ASSOCIATES, L.L.C., a 
Georgia limited liability company (the ""Borrower"), promises to pay to the 
order of ALAN J. DABBIERE (the "Holder"), at 2300 Windy Ridge Parkway, Suite 
700, Atlanta, Georgia 30339 (or at such other place as the Holder may designate 
in writing to the Borrower), the lawful money of the United States of America, 
such principal sum as may hereafter be disbursed hereunder, together with 
interest on so much thereof as is from time to time outstanding and unpaid, from
the date of each advance of principal at a rate of interest as hereinafter 
provided.

        The Borrower shall be entitled to borrow funds hereunder from time to 
time as the Holder in its sole discretion may permit.

        The Borrower promises to pay interest on the unpaid principal amount 
outstanding hereunder (the "Loan"), at 5.0% per annum.

        The Borrower hereby authorizes the Holder to endorse on the Schedule 
annexed to this Note all advances of funds made to the Borrower and all payments
of principal amounts in respect of the Loan, which endorsements shall, in the 
absence of manifest error, be conclusive as to the outstanding principal amount 
of the Loan; provided, however, that the failure to make such notation with 
respect to any Loan or payment shall not limit or otherwise affect the 
obligations of the Borrower under this Note.

        This Note may be prepaid without penalty, in whole or in part, at any 
time and from time to time.  Any such prepayment shall be applied first to 
accrued unpaid interest and thereafter to principal.

        The entire principal and interest hereunder shall, at the option of the 
Holder, become immediately due and payable upon 5 days prior notice to the 
Borrower.

        This Note shall be deemed to be made pursuant to the laws of the State 
of Georgia.  Any action, suit or proceeding arising out of the subject matter of
this Note shall be brought in the Superior Court of Fulton County, Atlanta, 
Georgia, or the United States District Court for the North District of Georgia, 
Atlanta Division, and the parties hereby consent to the jurisdiction of and 
venue in such courts.

        IN WITNESS WHEREOF, the undersigned has caused this Note to be executed 
and delivered by its duly authorized officers.

                                   MANHATTAN ASSOCIATES, L.L.C.,
                                   a Georgia limited liability company


                                   By: /s/ Alan J. Dabbiere
                                       -----------------------------------------
                                       Alan J. Dabbiere, Chairman of the Board,
                                       Chief Executive Officer and President

Source: OneCLE Business Contracts.