SEPARATION AGREEMENT AND RELEASE

This SEPARATION AGREEMENT AND RELEASE is made this 26th day of March 2003 by
and between Manhattan Associates ("Employer") and Neil Thall ("Employee").

WHEREAS, Employee and Employer mutually desire to terminate their employment
relationship;

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.       SEPARATION FROM EMPLOYMENT. Employee will end employment with Employer
         on the 15th day of April 2003. On or before this date, Employee agrees
         to return to Employer any and all employer property, including but not
         limited to, information, manuals, credit cards, cell phone, laptop,
         software, and any other equipment acquired during his term of
         employment. Further, Employee agrees to waive any severance payments
         or any other rights (but not any obligations due to Employer) due
         under his employment agreement dated March 30,1998.

2.       NO ADDITIONAL BENEFITS. Employee acknowledges and agrees that he shall
         receive no benefits other than set forth herein. Employee has 13,334
         (as of 14 March 2003) vested options as attached in Exhibit A and all
         stock options will expire 30 days after Employee's employment
         termination date pursuant to the Manhattan Associates Stock Option
         Plan.

3.       COMPLIANCE WITH CONFIDENTIALITY. Employee agrees not to use or share
         any confidential, proprietary or trade secret information about any
         aspect of Employer's business with any non-Manhattan Associates
         employee or business entity at any time in the future.

4.       RELEASE OF CLAIMS. For and in consideration of the promises,
         covenants, and warranties contained herein, and other good and
         valuable consideration, the sufficiency of which is hereby expressly
         acknowledged, on behalf of himself, his heirs, administrators,
         executors, successors and assigns, Employee does hereby release,
         remise, acquit and forever discharge Employer and each of Employer's
         successors, assigns, subsidiaries, affiliates and parent corporations,
         and each and all of Employer's respective past and present officers,
         directors, agents, servants, employees, and attorneys, from any and
         all rights, demands, claims, damages, losses, costs, expenses, actions
         and causes of action whatsoever, including but not limited to claims
         for compensation, stock options, stock rights, wages, benefits,
         bonuses, breach of contract, intentional infliction of emotional
         distress, defamation, or any other torts or personal injury, or claims
         under any municipal, state or federal statue, regulation or ordinance,
         including but not limited to The Civil Rights Acts 1866, 1871, 1964
         and 1991, the Age Discrimination in Employment Act of 1967, the Older
         Workers Benefit Protection Act, the Americans with Disabilities Act,
         the Rehabilitation Act, the Family and Medical Leave Act, the Fair
         Labor Standards Act, the Employee Retirement Income Security Act of
         1974, the Occupational and Safety and Health Act, the Immigration
         Reform and Control Act of 1986, Georgia's fair employment practices
         laws, or claims in tort or in contract, at law or in equity known or
         unknown, contingent or fixed, suspected or unsuspected, arising out of
         or in any way related to Employee's employment or termination of
         employment with Employer, and/or any other matter or claim occurring
         or existing at any time from the beginning of time through the date of
         the execution of this Agreement. Employee understands and agrees that
         by signing this Agreement, he is giving up any right which he may have
         under federal, state, or municipal law, and is hereby covenanting not
         to file complaints or lawsuits or to assert any claims against
         Employer or any affiliates, directors or employees concerning any
         events relating to his employment or termination of employment with
         Employer.

5.       NONDISCLOSURE OF AGREEMENT BY EMPLOYEE. Employee agrees not to
         disclose or make reference to the terms of the SEPARATION AGREEMENT
         AND RELEASE except to his attorney and his immediate family, without
         the prior written consent of Employer. Employee further understands
         and agrees that he shall not hereafter contact or communicate with
         employer's employees or former employees regarding the subject matter
         of this SEPARATION AGREEMENT AND RELEASE.


<PAGE>
6.       EMPLOYEE STATEMENT ABOUT RELEASEES. Employee further agrees that he
         shall make no negative statements concerning, or take any action that
         derogates Employer or other Releasees, or its or other Releasees
         services, reputation, officers, employees, financial status, or
         operations or damage any of Releasees' business relationships.

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

8.       DENIAL OF LIABILITY. Employer and Employee understand and agree that
         the payment of the monies set forth in this Agreement does not
         constitute an admission of liability or violation of any applicable
         law, any contract provisions or any rule or regulation, as to which
         Releasees expressly deny liability. This Agreement shall not be
         admissible in any proceeding except an action to enforce its terms.

9.       SEVERABILITY. If any provision, or portion thereof, of this SEPARATION
         AGREEMENT AND RELEASE 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.

10.      ENTIRE AGREEMENT. Employee agrees that this SEPARATION AGREEMENT AND
         RELEASE constitutes the complete Agreement between the parties and
         that no other representations have been made by Employer. Employee
         agrees that this document resolves all outstanding issues arising from
         his employment as of the date of Employee's signing the Agreement and
         that he will not receive anything further from the Employer.

11.      OPPORTUNITY FOR REVIEW. Employee 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 SEPARATION AND RELEASE AGREEMENT, to revoke this
         Agreement. Employer agrees and Employee 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.

12.      TITLES. Titles included in this agreement are for reference only and
         are not part of the terms of this Agreement, nor do they in any way
         modify any terms of the Agreement.

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 March 26, 2003.


EMPLOYEE:


/s/ Neil Thall                               3/26/03
------------------------------------         ----------------------------------
Neil Thall                                   Date


EMPLOYER:


/s/ James M. Cook                            3/26/03
------------------------------------         ----------------------------------
James M. Cook,                               Date
Vice President, Human Resources


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                                   EXHIBIT A

                                 VESTED OPTIONS




Grant Date             Option Price               Options Exercisable

                                            
 11/30/00                $38.9844                       10,000
 12/17/01                $27.4100                        3,334



Source: OneCLE Business Contracts.