TABLE OF CONTENTS

Manugistics, Inc. is a leading global provider of intelligent supply chain solutions for enterprises and evolving eBusiness trading networks. Headquartered in Rockville, Maryland, Manugistics brings more than 20 years of proven experience, with real-world s olutions operating in hundreds of companies in dozens of industries around the globe, including 10 of the top 15 Fortune 500 manufacturing companies. We have extensive experience in guiding and assisting clients through a wide range of management, organizational, and business improvement engagements specifically in the areas of enterprise-wide planning, supply chain management, and eBusiness network solutions.

Manugistics understands the complexities of managing the end-to-end supply chain including today's eBusiness trading networks. We are experts in the processes and technologies that make clients' goals attainable. Our expert consultants provide clients with a wi de range of MOBIS services, including strategic and

business planning, management consulting, facilitation, survey research, program integration and project management services designed to help clients achieve superior, sustainable results.

Manugistics boasts a proven track record for success. Just ask any of our clients (over 1200 companies to date) about our experienced consultants, industry-specific supply chain knowledge, and a myriad of extended capabilities through leading consulting firms f ocused on delivering bottom-line results. We pride ourselves in translating complexity into simplicity making our client's job less stressful particularly in light of today's e-government challenges. Manugistics provides an insightful perspective for helping clien ts establish program/project value and determine time for return on investment (ROI). In addition, we offer a flexible planning and implementation methodology, which provides the lowest risk to clients implementing quality and other related system change processes in the federal environment.

1. a. Awarded Special Item Numbers (SIN's):

SIN SERVICE DESCRIPTION

874-1 Consulting Services

874-2 Facilitation Services

874-3 Survey Services

874-7 Program Integration & Project Management

b. Lowest Price Unit: See number 6.

2. Maximum Order

The maximum order threshold is $1,000,000. Delivery orders exceeding the maximum order threshold may be issued pursuant to clause I-FSS-125, "Requirements Exceeding the Maximum Order (SEP 1999)"

I-FSS-125 Requirements Exceeding the Maximum Order (Sep 1999)

(a) In accordance with FAR 8.404, before placing an order that exceeds the maximum order threshold, ordering offices shall -

(1) Review additional schedule contractors' catalogs/price lists or use the "GSA Advantage!" on-line shopping service;

(2) Based upon the initial evaluation, generally seek price reductions from the schedule contractor(s) appearing to provide the best value (considering price and other factors); and

(3) After price reductions have been sought, place the order with the schedule contractor that provides the best value and results in the lowest overall cost alternative (see FAR 8.404(a)). If further price reductions are not offered, an order may still be plac ed, if the ordering office determines that it is appropriate.

(b) Vendors may:

(1) offer a new lower price for this requirement (the Price Reduction clause is not applicable to orders placed over the maximum order FAR 52.216-19 Order Limitations.)

(2) offer the lowest price available under the contract; or

(3) decline the order (orders must be returned in accordance with FAR 52.216-19)

(c) A delivery order that exceeds the maximum order may be placed with the Contractor selected in accordance with FAR 8.404. The order will be placed under the contract.

(d) Sales for orders that exceed the Maximum Order shall be reported in accordance with GSA 552.238-72.

3. Minimum Order

The minimum order amount per delivery order is $300. When the Government requires supplies or services covered by this contract in an amount less than $300, the Government is not obligated to purchase, nor is the Contractor obligated to furnish those supplies o r services under the contract.

4. Geographic Coverage

The geographic coverage of this contract is worldwide as determined on an order-by-order basis to include any additional expense, such as travel and living expense.

5. Point(s) Of Production

Consulting services performed at the Government site or at Contractor site.

6. Discount From List Price

All rates are per hour pricing. Government prices are net (any discounts have already been taken from published price list).

7. Quantity Discounts

N/A

8. Prompt Payment Terms

0% net 30 days

9. a. Government Purchase Card Acceptance

Manugistics is required to accept the Government purchase card for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Manugistics will also accept government purchase cards for payment above the micro-purchase thres hold. Processing fees for the purchase card are subject to inclusion in the ordering price.

b. Government Commercial Credit Card Acceptance

N/A

10. Foreign Items

None

11. a. Time Of Delivery

Time of delivery is as specified in each negotiated delivery/task order.

b. Expedited Delivery

Contact Contractor.

c. Overnight and 2-Day Delivery

Contact Contractor.

d. Urgent Requirements

Contact Contractor.

12. FOB Points

Destination/Worldwide.

13. Ordering Address

Manugistics, Inc. Phone: (301) 255-5000

9715 Key West Avenue Facsimile: (301) 255-5370

Rockville, MD 20852-3915

14. Payment Address

Manugistics, Inc.

Attn: Accounts Receivable Phone: (301) 255-5000

9715 Key West Avenue Facsimile: (301) 255-5370

Rockville, MD 20852-3915

15. Warranty Provision

Commercial Standard Warranty

16. Packing Charges

N/A

17. Terms and conditions of Government commercial card acceptance

Manugistics will accept government purchase cards for payment above the micro-purchase threshold. Processing fees for the purchase card are subject to inclusion in the ordering price.

18. Terms and conditions of rental, maintenance, and repair

N/A

19. Terms and conditions of installation

N/A

20. Terms and conditions of repair parts

N/A

21. List of service and distribution points

N/A

22. List of participating dealers

N/A

23. Preventive maintenance

N/A

24. Environmental Attributes

N/A

25. Data Universal Number System (DUNS) Number

06-9278166

26. Notification regarding registration in Central Contractor (CCR) database

Manugistics, Inc. is registered in the Central Contractor Database.

27. Uncompensated overtime: Clause 52-237-10, Identification of Uncompensated Overtime

Contact Contractor

Manugistics views our global consulting services as the backbone of our management, organizational, and business improvement engagements. Our consultants bring first-hand knowledge and broad commercial experience of supply chain management, enterprise resou rce planning applications and eBusiness solutions to the government market. Why are these areas critical to the quality management practices of the government? The government faces the same challenges managing the movement of goods and materials as the private sec tor among suppliers and customers.

Our consulting services offered in support of MOBIS include the following:

1. STRATEGIC, BUSINESS AND ACTION PLANNING

Manugistics believes that an effective strategic planning process is analytically based and driven by the top-level goals of the organization, which ultimately flow down to the execution of program activities. Using a proven approach, Manugistics facilitates th e strategic planning process by first laying the groundwork with a detailed situation analysis of internal and external factors affecting a client's supply chain management or eBusiness initiatives. With an understanding of the client's current environment, Manugi stics assists decision-makers with a clarified, common understanding of the mission, long-term goals and business strategies relative to supply chain management or eBusiness solutions. By helping clients plan strategically for the future, Manugistics systematicall y identifies the core competencies of an organization and how that vision can be implemented through effective supply chain and or eBusiness solutions.

2. PERFORMANCE MEASURES AND INDICATORS

Manugistics provides management support to government organizations to establish key measures of mission performance, productivity, and efficiency of supply chain and eBusiness initiatives. Much of our work directly supports implementation of the Government Per formance and Results Act (GPRA) of 1993. Using our unique implementation methodology, RDMapTM, Manugistics consultants have been instrumental in establishing performance-measurement and progress indicators consistent with the overall strategic plan of the organiza tion. Through RDMapTM, Manugistics assists in establishing a framework to set goals, track performance, measure results and report progress. Manugistics tools and techniques are designed to improve management efficiency and effectiveness of federal government prog rams from concept to completion.

3. PROCESS AND PRODUCTIVITY IMPROVEMENT

Supply chain improvements require not only sophisticated technology, but also a revamping of business practices. Manugistics provides a fundamental approach for restructuring of business processes to achieve improvements in cost, quality, speed, productivity, a nd/or customer satisfaction. Using advanced simulation and decision tree methods, in addition to more traditional flow charting methods, our consultants are able to identify specific problem areas and appropriate implementation solutions. We work with clients to e valuate how effectively they manage supplier and partnering processes, relationships, and performance, and how these can be improved upon to achieve the organization's performance goals. Our process improvement techniques generate custom solutions for meeting each client's current and/or future needs.

4. LEADERSHIP SYSTEMS

Manugistics approach to improving leadership focuses on assisting senior level executives and decision makers in developing strategies that are flexible, responsive, and adaptable to new requirements and meeting customers changing needs. Business practices and functions are usually very entrenched and it takes leadership to break down the internal barriers between departments and to build bridges across gaps so that all areas are working together. We work with clients to develop mechanisms that integrate a client's valu es and performance expectations into a dynamic, committed environment - a prerequisite for supply chains to work.

5. SYSTEMS ALIGNMENT

Systems alignment begins with consistent communication of vision, mission, and strategies. Our expert consultants work with clients to develop a plan to communicate these elements to their employees, customers, and other stakeholders. This shared understanding of the organization's future relative to the implementation of supply chain management and eBusiness solutions is then used to drive systems alignment across all areas within the organization.

6. CYCLE TIME

Cycle time is the elapsed time required to produce a product or service, from concept to completion. It is a major factor in improving customer satisfaction relative to the movement of materials within the supply chain management system. Manugistics tools and t echniques focus on ways to manage and optimize the extended, end-to-end supply chain cycle in order provide timely delivery of materials while keeping costs down and customer satisfaction high.

7. HIGH PERFORMANCE WORK

Manugistics offers innovative solutions to support clients as they implement high performance work strategies. These strategies often apply enterprise-wide information and collaboration planning tools to transform a clients supply chain network into one where t he organization and its suppliers work together to find mutually beneficial ways to meet customers' needs. As a result, organizations will build high performance communities with fewer, but more highly valued partners.

A growing number of agencies recognize the benefits of facilitation and related decision-support services as they increasingly engage in collaborative efforts, form working groups, virtual teams and task forces, establish self-directed teams, and work to in tegrate products and processes.

The basic organizational unit in most business settings now consists of a "team," whether it is the executive of a Federal agency or a team of workers looking for ways to improve their work process. Our partnerships with leading consulting and technology firms extend Manugistics' MOBIS capabilities by bringing additional highly qualified facilitators with training and practical experience in team facilitation of all types, including senior management teams developing organizational mission and vision statements to cross -functional teams redesigning processes to department problem solving teams. Rest assured, Manugistics' expert facilitators brings teams together to use their diversity and divergent interests to build a constructive advantage.

Our facilitation services offered in support of MOBIS include the following:

1. USE OF PROBLEM SOLVING TECHNIQUES

With a shift to team-based work, our facilitators apply group decision techniques to assist clients as they work through difficult problems that fundamentally affect the future. Data gathering and analysis usually precedes the actual facilitation of the planned session so that good information is available to help guide the team to a successful outcome. Additionally, an agenda and clear objectives are established and communicated to the team in advance of each event, typically in conjunction with the team leader. Manugi stics facilitators apply their skills in several different types of forums using a variety of proven facilitation tools and techniques to help Federal agencies move ahead with management, organizational and business improvement initiatives, including:

Target Meetings - designed to gather high quality information quickly from a number of sources at one time.

Educational Sessions - conducted to establish common procedures, terminology, vocabularies, ground rules, or standards.

Focus Groups - used to gather data as the participants share and build on each other's views and, as a result, provide a much richer information resource.

Workshops - designed for the distinct purpose of promoting decision-making and building consensus.

2. DEFINING AND REFINING THE AGENDA

The facilitation process recognizes that the best solutions are seldom evident in the beginning. Even the problem itself is usually poorly defined in the beginning. The complexity of managing the end-to-end supply chain - including today's eBusiness trading net works presents many internal and external challenges to an organization. Manugistics works with clients from start to finish, developing a roadmap to define and refine the agenda to help client teams begin to define the boundaries or scope of their problems. This technique helps teams explore controversial issues, identify options with pros and cons, and select and further refine the solution. This is especially useful with teams composed of representatives from agencies with differing perspectives on the nature of the pro blem and how the problem should be solved.

3. CONVENING AND LEADING LARGE AND SMALL GROUP BRIEFS/ DSCUSSIONS

Manugistics works with clients in planning, convening, and leading group interactions to meet the specific needs of our clients. By maintaining a neutral position and keeping the group focused on key agenda objectives, Manugistics facilitators act as moderators guiding the group dialogue process. They work with the teams to clarify roles, mission, objectives, desired outcomes, boundaries and ground rules. They focus the team's energy on productive activities and resolution of important issues. Should the discussion lose focus or team dynamics misdirect the discussion process, our facilitators redirect group interactions to ensure best use of allotted time.

4. RESOLVING DISPUTES, DISAGREEMENTS, AND DIVERGENT VIEWS

Divergent views are a basic impediment to the creative process, but are inevitable in the current business environment. The key to an open forum where disputes, disagreements and divergent views exist is to identify a common thread or understanding of these vie ws and then converge on creative solutions. Often times, Manugistics facilitators, coach the team leader in decision making, problem solving and conflict resolution. We suggest techniques and tools that may be helpful to the team such as active listening technique s to help disputing individuals understand their differences. We provide feedback and suggestions to the leader offline about team building, meeting management, and other leadership skills.

5. OTHER FACILITATION SERVICES

Manugistics other facilitation engagements often include the following services:

* Assist with preparation of meeting agendas

* Record, prepare, coordinate and distribute meeting minutes

* Moderate meeting sessions

* Provide off-site meeting facilities/conference planning services

* Professional facilitator(s) to direct meeting and assist participants

* Mediation to resolve conflicts

Our facilitation and related decision support services help clients bring together diverse teams and groups to apply collective knowledge, experience, and ideas to the attainment of organizational mission, goals and objectives.

Manugistics provides expert consultation, assistance, and deliverables associated with all aspects of surveying within the context of MOBIS. Our survey services include a broad array of technical activities, such as planning, sampling, development, pilots, validation, survey administration, database administration, and analysis. Our objective is to help Federal agencies use surveys as another tool in an integrated total systems approach to management, organizational, and business improvement. Our survey services are an integral part of guiding government agencies in accomplishing GPRA objectives, particularly in strategic planning and performance evaluations.

Organizations must know their customers, as well as the needs, markets, trends, demographics, attitudes, and expectations of both internal and external stakeholders. Our focused survey services provide critical management information for planning, execution, an d performance measurement for improved business decisions relative to supply chain management and eBusiness network trading solutions.

1. PLANNING SURVEY DESIGN

Manugistics knows the effectiveness of surveys is directly related to the quality of the survey design, intended target audience, type of response anticipated, level of proficiency of the respondent, and overall industry survey response rate. Our survey tools a nd techniques are developed to capture response information from a desired audience, both internal and/or external to the organization. Our survey planning services include providing demographic information and metrics of the targeted marketplace, designing the su rvey, and assisting agencies in gaining any required approvals.

2. DETERMINING PROPER SURVEY DATA COLLECTION METHODOLOGY

We use the most effective survey administration and data collection methodology to fit the particular circumstances of our customer: written or computer-based surveys; focus groups; and structured interviews conducted in person or by telephone.

3. ASSESSING RELIABILITY AND VALIDITY OF DATA

We work closely with the customer to identify the appropriate survey population, and to establish the appropriate levels of statistical validity and reliability. We use both off-the-shelf surveys, tailored if necessary, and our own customized designed surveys. We have full capability to handle all data collection, including administration of the survey, and running individual interviews and focus group.

4. DEFINING AND REFINING THE AGENDA

We may work with a client team responsible for the survey. In these cases, we advice the team on how to carry out all the activities required to successfully develop, administer, analyze, and take action on the results of the survey. We meet with the team on a regular basis, coaching them to successful conclusion of the project.

5. DATABASE ADMINISTRATION

We analyze the survey data to (1) allow management to make better decisions and (2) to determine ways to improve the performance and reduce the cost of specific projects, processes, or programs regarding the implementation of an enterprise resource planning sys tem. An integral part of the survey process is designing a database to hold the resulting data. Manugistics works with clients to define the type of database that best meets their requirements.

6. ANALYSIS OF QUANTITATIVE AND QUALITATIVE SURVEY DATA

For each Manugistics survey, the data analysis is a two-fold process. Data must be analyzed both quantitatively and qualitatively. Quantitative analysis is applied to numeric data and often helps identify relationships between performance and other factors. Qua litative analysis is applied to narrative data. Qualitative analysis of the responses to correctly worded questions can confirm or disprove the findings of a qualitative analysis. Manugistics experts find that it is useful to collect and analyze both quantitative and qualitative data in the survey process, because we can then report corroborated information to our clients regarding issues that arise from the survey results. We have found this approach provides more reliable survey data that is truly representative of exist ing conditions.

7. PRODUCTION OF REPORTS

Data collection and analysis is not an end in itself; rather, it is a means to the end of improving organizational performance. Therefore, our reports to decision makers focus on communicating the important findings of an analysis and the steps which the organi zation should take to improve performance, rather than simply providing raw data.

We tailor the presentation and format of our reports to include a complete explanation of survey methodology, analyses, results, recommendations, and proposed follow-up actions so our customers can adequately develop improvements consistent with the survey resu lts. Once the report is completed, the results and recommendations are fed back to client leadership for action planning. This typically includes development of a prioritized, next steps action plan, and development of a communication plan to feed back the results and next steps to personnel. We may lead or participated in feedback meetings with staff.

Manugistics experienced program and project managers offer the knowledge and skills needed to successfully integrate and manage an optimal enterprise-wide planning solution of many sizes and complexities. Our project managers provide services in the areas o f program management, integration and oversight and project management.

1. PROGRAM MANAGEMENT

Our program managers are responsible for the overall direction, control and reporting at an executive working level. They are experienced in solving multi-faceted and multidisciplinary project-related problems related to MOBIS services. Manugistics' program man agers work with decision-makers, agency leaders and department heads to ensure business objectives are achieved with industry best practices and the best technology solutions throughout the program life cycle. Manugistics program managers develop project documenta tion including budgets, project schedules, and various planning and implementation documents.

2. PROGRAM OVERSIGHT

Working with a client's internal team, we help define the key project considerations such as business objectives, project scope, team and resource identification and system environment readiness. We comprehensively scope the requirements of the project to defin e business units, geographies, facilities, people and resources. An overall project plan is developed to identify milestones, resources, and costs. A phased approach is typically proposed with client reviews built in at each stage to ensure compliance with project requirements. In addition, results are captured and measured at each stage of the project life cycle from concept to completion.

3. PROJECT MANAGEMENT

Our project managers are highly skilled at managing the myriad of tasks from human resources to technology integration on a daily basis. Manugistics' project managers are focused on completing projects resulting in high quality products and services on time and on budget. They are able to interpret and apply government and industry specifications, guidelines and regulations to the unique requirements of the project. In addition, our project managers provide guidance to ensure all project objectives are achieved through monitoring and analyzing concept development, requirements determination, requirements analysis, project development, project implementation, and customer support.

4. PROGRAM INTEGRATION (TEAM LEADER)

Program integration is best achieved through a collaborative effort between Manugistics and the client. Each project team consists of managerial and technical professionals with specified roles in the design, development and implementation of the program. A tea m leader from Manugistics meets with clients to define team players and establish a clear understanding of the role everyone plays in the effective development and implementation of an enterprise-wide resource system, including an end-to-end supply chain and eBusi ness trading network.

* 10+ years of supply chain related work experience

* Usually possess advanced degrees

* Strong project and client management skills

Description:

A Vice President/Director within the Manugistics Strategic Consulting Services Group works across a variety of industries for both large and small companies to leverage Manugistics' Supply Chain Management and eBusiness solutions. Possessing a deep and focused industry knowledge, the Director manages cross-functional project based teams, implements processes designed for organizational effectiveness, and ensures solution delivery is timely and appropriate. Serving as the key point-of-contact during the development and d elivery of a solution, the Vice President/Director works hand-in-hand with a company or organization to develop the supply chain strategy and to leverage Manugistics' and other alliance partner solutions.

A Vice President/Director within this group is a recognized subject matter expert (both industry and supply chain management) in support of client delivery efforts. These professionals can often be found writing articles, delivering white papers, reviewing new technologies, participating on steering committees and/or conferences, and often gain recognition within the industry for their expertise. These professionals often posses 10+ years of supply chain related work experience, advanced degrees, and strong project and client relationship management skills.

PRACTICE MANAGER

* 7-9 years of supply chain related work experience

* Bachelors Degree

* Developing sales skills, increasing client management abilities

* High level of business acumen, strong project management and people skills

* Work at high levels of performance

Description:

A Practice Manager within Manugistics manages others in the successful delivery of client solutions. They work in both a corporate and client setting across a variety of industries to develop solutions for companies with typical business models to those focused directly on eBusiness services. A Practice Manager continues to build expertise as a subject matter expert through participation in the development of Strategic Consulting Services activities such as conferences, professional societies and community recognition. A Practice Manger possesses strong work planning and tracking skills and acts as a mentor to junior managers in skill and expertise development.

MANAGER

* 5-6 years of supply chain related work experience

* Bachelors Degree

* Increasing client management skills and ability to manage internal organizational efforts

* Strong project management, analysis and problem solving skills

Description:

A Manager with Manugistics Strategic Consulting Services Group is an integral team member focused on driving successful delivery of client solutions. Specific skills include focused industry knowledge, developing expertise in supply chain management and eBusine ss solutions, managing project based teams, solid work planning and tracking capabilities, and problem resolution. A Manager drives the development of content for key client and internal deliverables.

SENIOR CONSULTANT

* 3-4 years of supply chain related work experience

* Bachelors Degree

* Increasing level of business acumen, ability to manage 'project level' client relationships

Description:

A Senior Consultant with Manugistics is primarily focused on becoming subject matter experts (both industry and supply chain management) to support client delivery efforts. Specific tasks include developing insights from data collected through research efforts, creation of presentations to clients, and analysis efforts to support client delivery needs. The Senior Consultant is an integral team member in delivering successful client solutions including business process redesign and organizational design. They also serve as mentors to coach others in research efforts for a specific industry and functional area.

Senior consultants possess solid business process design and development skills and are adept at applying the Manugistics problem solving methodology to client projects. Their communication skills are sharpened through developing relationships with clients.

CONSULTANT

* 2+ years of supply chain related work experience

* Bachelors Degree

* Strengths in structured problem solving, financial analysis and knowledge management

* Developing project management skills

Description:

A Consultant with Manugistics primarily focuses on analysis, research, sales support and knowledge capture. They coach associate consultants in these areas as well. Consultants conduct analysis efforts to support value-targeting initiatives for clients and part icipate on implementation teams to support delivery of solutions including business process redesign and organizational design. Consultants focus on gaining knowledge for a specific industry and functional area.