SEVERANCE AND NON-COMPETITION AGREEMENT

This  Separation and  Non-Competition  Agreement is made this 25th day of April,
2003 by and  between  Manhattan  Associates  ("Company")  and Edward K.  Quibell
("Executive").

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby  acknowledged,  and in consideration of the mutual promises and covenants
set forth in this Agreement, the parties agree as follows:

         1.       Employment. Company has agreed to employ Executive as Senior
                  Vice President and Chief Financial Officer in accordance with
                  the terms and conditions set forth in this Agreement and
                  Executive has accepted such employment. This agreement governs
                  the terms by which Executive shall receive certain payments in
                  return for a promise not to compete with the business of the
                  Company in the event of a termination.

         2.       Severence. In the event of a termination or Constructive
                  Termination (as defined below) of employment by the Company or
                  its successors, other than a termination for cause, Executive
                  shall receive a severance payment equal to six (6) months of
                  Executive's then current base salary, subject to all standard
                  deductions, payable in six (6) equal monthly payments from
                  date of termination, including COBRA payments for Executive's
                  family for medical and dental coverage. Company's obligation
                  to make the severance payment shall be conditioned upon
                  Executive's (i) execution of a release agreement in a form
                  reasonably acceptable to the Company, and consistent with the
                  terms of this Agreement and any other Agreements, whereby
                  Executive releases the Company from any and all liability and
                  claims of any kind, and (ii) compliance with the restrictive
                  covenants and all post-termination obligations contained in
                  this Agreement. Further, in the event of a termination, other
                  than a termination for cause, Executive shall have thirty (30)
                  in which to exercise his vested options.

         3.       Cause. For purposes of this Agreement, Cause shall include but
                  not be limited to an act or acts or an omission to act by the
                  Executive involving (i) willful and continual failure to
                  substantially perform his duties with the Company (other than
                  a failure resulting from the Executive's Disability) and such
                  failure continues after written notice to the Executive
                  providing a reasonable description of the basis for the
                  determination that the Executive has failed to perform his
                  duties, (ii) indictment for a criminal offense other than
                  misdemeanors not disclosable under the federal securities
                  laws, (iii) breach of this Agreement in any material respect
                  and such breach is not susceptible to remedy or cure or has
                  not already materially damaged the Company, or is susceptible
                  to remedy or cure and no such damage has occurred, is not
                  cured or remedied reasonably promptly after written notice to
                  the Executive providing a reasonable description of the
                  breach, or (iv) conduct that the Board of Directors of the
                  Company has determined, in good faith, to be dishonest,
                  fraudulent, unlawful or grossly negligent or which is not in
                  compliance with the Company's Code of Conduct or similar
                  applicable set of standards or conduct and business practices
                  set forth in writing and provided to the Executive prior to
                  such conduct.

         4.       Constructive Termination. For purposes of this Agreement,
                  Constructive Termination shall mean a situation where (A) (i)
                  the Executive is no longer serving as Senior Vice President
                  and Chief Financial Officer of the Company, the Executive is
                  directed to report to other than the Chief Executive Officer
                  or President, the Executive is not timely paid his
                  compensation under this Agreement or the assignment to the
                  Executive of any duties or responsibilities which are
                  inconsistent with the status, title, position or
                  responsibilities of such positions (which assignment is not
                  rescinded after the Company receives written notice from the
                  Executive providing a reasonable description of such
                  inconsistency); (ii) after a Change of Control, the Company's
                  headquarters being outside of the greater Atlanta area or the
                  Company requiring the Executive to be based at any place
                  outside a 30-mile radius from the principal location from
                  which the Executive served as an employee of the Company
                  immediately prior to the Change of Control; (iii) after a
                  Change of Control, the failure by the Company to provide the
                  Executive with compensation and benefits substantially
                  comparable, in the aggregate, to those provided for under the
                  employee benefit plans, programs and practices in effect
                  immediately prior to the Change of Control (other than stock
                  option and other equity based compensation plans); (iv) after
                  a Change of Control, the insolvency or the filing (by any
                  party including the Company) of a petition for bankruptcy of
                  the Company; or (v) after a Change of Control, the failure of
                  the Company to obtain an agreement from any successor or
                  assignee of the Company to assume and agree to perform this
                  Agreement unless such successor or assignee is bound to the
                  performance of this Agreement as a matter of law; provided
                  however, that the aforementioned situations will not be deemed
                  to be a Constructive Termination hereunder until such time as
                  the Executive has given written notice to the Chief Executive
                  Officer or President of the situation constituting a
                  "Constructive Termination" hereunder, and the Chief Executive
                  Officer or President has failed to cure such situation within
                  thirty (30) days following receipt of such written notice, and
                  (B) the Executive terminates his employment with the Company.

         5.       Change of Control. In the event of a Change of Control of the
                  Company, as defined below, all options, whether vested or
                  non-vested shall vest as of the date of the Change of Control
                  and Executive shall be paid an additional Three (3) months
                  severance in the event he is Terminated. "Change of Control"
                  shall mean the happening of an event that shall be deemed to
                  have occurred upon the earliest to occur of the following
                  events:

<PAGE>

                  (i) the date the stockholders of the Company (or the Board, if
                  stockholder action is not required) approve a plan or other
                  arrangement pursuant to which the Company will be dissolved or
                  liquidated; (ii) the date the stockholders of the Company (or
                  the Board, if stockholder action is not required) approve a
                  definitive agreement to sell or otherwise dispose of all or
                  substantially all of the assets of the Company; or (iii) the
                  date the stockholders of the Company (or the Board, if
                  stockholder action is not required) and the stockholders of
                  the other constituent corporations (or their respective boards
                  of directors, if and to the extent that stockholder action is
                  not required) have approved a definitive agreement to merge or
                  consolidate the Company with or into another corporation,
                  other than, in either case, a merger or consolidation of the
                  Company in which holders of shares of the Company's voting
                  capital stock immediately prior to the merger or consolidation
                  will have at least fifty percent (50%) of the ownership of
                  voting capital stock of the surviving corporation immediately
                  after the merger or consolidation (on a fully diluted basis),
                  which voting capital stock is to be held by each such holder
                  in the same or substantially similar proportion (on a fully
                  diluted basis) as such holder's ownership of voting capital
                  stock of the Company immediately before the merger or
                  consolidation.

         6.       Non-Competition. As a condition to any payment based on a
                  termination, Executive agrees that he will not work for any of
                  the direct competitors to Company listed in Schedule A for a
                  period of Eighteen (18) months from the date of termination
                  without written consent of Employer. Further, Executive agrees
                  that he will not recruit or hire, another Executive of
                  Employer for a period of Eighteen (18) months from the date of
                  termination or cause another Executive of Employer to be hired
                  by any competitor of Employer for a period of Eighteen (18)
                  months from the date of termination.

         7.       Effect of violations by Executive. Executive agrees and
                  understands that any action by him in violation of this
                  Agreement shall void Employer's payment to the Executive of
                  all severance monies and benefits provided for herein and
                  shall require immediate repayment by the Executive of the
                  value of all consideration paid to Executive by Employer
                  pursuant to this Agreement, and shall further require
                  Executive to pay all reasonable costs and attorneys' fees in
                  defending any action Executive brings, plus any other damages
                  to which the Employer may be entitled.

         8.       Severability. If any provision, or portion thereof, of this
                  Agreement is held invalid or unenforceable under applicable
                  statute or rule of law, only that provision shall be deemed
                  omitted from this Agreement, and only to the extent to which
                  it is held invalid and the remainder of the Agreement shall
                  remain in full force and effect.

         9.       Opportunity for review. Executive understands that he shall
                  have the right to have twenty-one (21) days from the date of
                  receipt of this Agreement to review this document, and within
                  seven (7) days of signing this NON-COMPETITION AGREEMENT, to
                  revoke this Agreement. Employer agrees and Executive
                  understands that he does not waive any rights or claims that
                  may arise after the date this Agreement is executed. THE
                  PARTIES ACKNOWLEDGE THAT THEY HAVE HAD ACCESS TO INDEPENDENT
                  LEGAL COUNSEL OF THEIR OWN CHOOSING IN CONNECTION WITH
                  ENTERING INTO THIS AGREEMENT, AND THE PARTIES HEREBY
                  ACKNOWLEDGE THAT THEY FULLY UNDERSTAND THE TERMS AND
                  CONDITIONS OF THIS AGREEMENT AND AGREE TO BE FULLY BOUND BY
                  AND SUBJECT THERETO.

I have read this Agreement, I understand its contents, and I willingly,
voluntarily, and knowingly accept and agree to the terms and conditions of this
Agreement. I acknowledge and represent that I received a copy of this Agreement
on April 25, 2003.

EXECUTIVE:

/s/ Edward K. Quibell                                   April 25, 2003
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Edward K. Quibell                                       Date


EMPLOYER:

/s/ Richard M. Haddrill                                 April 28, 2003
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Richard M. Haddrill                                     Date
President and Chief Executive Officer

Source: OneCLE Business Contracts.