AMENDED AND RESTATED REVOLVING PROMISSORY NOTE

AMENDED AND RESTATED REVOLVING PROMISSORY NOTE

     FOR VALUE RECEIVED, MANUGISTICS GROUP, INC. , a corporation organized under the laws of the State of Delaware (the “Company”), and MANUGISTICS, INC., a corporation organized under the laws of the State of Delaware (each a “Borrower” and collectively, the “Borrowers”) jointly and severally promise to pay to the order of SILICON VALLEY BANK, a California-chartered bank doing business in Virginia as “Silicon Valley East” (“Bank”), at such place as the holder hereof may designate, in lawful money of the United States of America, the aggregate unpaid principal amount of all advances (“Advances”) made by Bank to any Borrower in accordance with the terms and conditions of the Loan Agreement among Borrowers and Bank of even date herewith (as amended from time to time, the “Loan Agreement”), up to a maximum principal amount of Fifteen Million Dollars ($15,000,000) (“Principal Sum”), or so much thereof as may be advanced or readvanced and remains unpaid. Borrowers shall also pay interest on the aggregate unpaid principal amount of such Advances, as follows:

     Commencing as of the date hereof and continuing until repayment in full of all sums due hereunder, the unpaid Principal Sum shall bear interest at the variable rate of interest, per annum, equal to the Prime Rate (as defined below) plus one half of one percent (.50%) per annum. The rate of interest charged under this Note shall change immediately and contemporaneously with any change in the Prime Rate. All interest payable under the terms of this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed. As used herein, the “Prime Rate” shall mean the greater of (a) Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate or (b) four percent (4%).

     The unpaid Principal Sum, together with interest thereon at the rate or rates provided above, shall be payable as follows:

          (a) Interest only on the unpaid principal amount shall be due and payable monthly in arrears, commencing April 5, 2004, and continuing on the fifth (5 ^th ) day of each calendar month thereafter to maturity; and

          (b) Unless sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid thereon, shall be due and payable in full on the Revolving Maturity Date.

     The fact that the balance hereunder may be reduced to zero from time to time pursuant to the Loan Agreement will not affect the continuing validity of this Note or the Loan Agreement, and the balance may be increased to the Principal Sum after any such reduction to zero.

     Each Borrower hereby represents, agrees and covenants that the Obligations evidenced hereby are deemed “Designated Senior Indebtedness” for purposes of that certain Indenture between the Company and State Street Bank and Trust Company dated October 20, 2000, as the same may be amended, restated or otherwise modified from time to time.

     This Note is the “Revolving Promissory Note” described in the Loan Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Advances and Credit Extensions evidenced hereby are made. The indebtedness evidenced by this Note amends and restates in its entirety that certain Revolving Promissory Note dated as of January 14, 2003 (the “Prior Note”) in the maximum principal amount of Twenty Million Dollars ($20,000,000) from the Borrower in favor of the Bank, as amended prior to the date hereof. It is expressly agreed that the indebtedness evidenced by the Prior Note has not been extinguished or discharged hereby. The Borrower agrees that the execution of and delivery of this Note is not intended to and shall not cause or result in a novation with respect to the Prior Note. This Note may be secured as provided in the Loan Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Loan Agreement.

     Each Borrower irrevocably waives the right to direct the application of any and all payments at any time hereafter received by Bank from or on behalf of any Borrower and each Borrower irrevocably agrees that Bank shall have the continuing exclusive right to apply any and all such payments against the then due and owing obligations of either Borrower as Bank may deem advisable. In the absence of a specific determination by Bank with respect thereto, all payments shall be applied in the following order: (a) then due and payable fees and expenses; (b) then due and payable interest payments and mandatory prepayments; and (c) then due and payable principal payments and optional prepayments.

     Bank is hereby authorized by each Borrower to endorse on Bank’s books and records each Advance made by Bank under this Note and the amount of each payment or prepayment of principal of each such Advance received by Bank; it being understood, however, that failure to make any such endorsement (or any error in notation) shall not affect the joint and several obligations of each Borrower with respect to Advances made hereunder, and payments of principal by any Borrower shall be credited to Borrowers notwithstanding the failure to make a notation (or any errors in notation) thereof on such books and records.

     The occurrence of any one or more of the following events shall constitute an even