DABBIERRE SHAREHOLDER TAX INDEMNIFICATION AGREEMENT

EXHIBIT 10.8





MANHATTAN ASSOCIATES, INC./DABBIERE SHAREHOLDER



TAX INDEMNIFICATION AGREEMENT



This TAX INDEMNIFICATION AGREEMENT, dated as of the 27th day of February, 1998, is entered into by MANHATTAN ASSOCIATES, INC., a Georgia corporation (the "Company") and ______________________ (the "Shareholder").







WHEREAS, the Shareholder holds approximately _____ percent of the

outstanding voting common stock of Pegasys Systems Incorporated, a New

Jersey corporation ("Pegasys") and approximately _____ percent of the non-

voting common stock of Pegasys (the voting common stock and non-voting

common stock of Pegasys are hereinafter referred to as the "Pegasys

Shares"); and



WHEREAS, Pegasys holds approximately _____ percent of the outstanding

Shares of Manhattan Associates, LLC, a Georgia limited liability company

("Manhattan LLC"), as defined in the Operating Agreement, as amended, of

Manhattan LLC; and



WHEREAS, pursuant to a Subscription and Contribution Agreement dated

February 27, 1998, (the "Contribution Agreement"), the Shareholder

intends to contribute all its Pegasys Shares in exchange for shares of the

common stock, $.01 par value per share (the "Common Stock") of the Company;



WHEREAS, the Company is now contemplating offering and selling shares of

its Common Stock to the public (the "Public Offering"); and



WHEREAS, the parties hereto wish to set forth their agreement with respect

to certain adjustments to the federal and state income tax liability of the

Shareholder and the Company;



NOW, THEREFORE, for value received, the parties agree as follows:



ARTICLE I





For purposes of this Agreement the following definitions shall apply:



(a) "Adjustment" shall mean any proposed or final change in any Tax

---------- liability initiated by any of the Shareholders, the Company, Manhattan LLC, Pegasys or the IRS, state or local taxing authority, or any other relevant taxing authority.



(b) "Code" shall mean the Internal Revenue Code of 1986, as amended and in

---- effect for the taxable period in question.

(c) "Company Tax Benefit" shall mean a reduction in the Income Tax

------------------- liability of the Company for any taxable period beginning after the date of the Transaction. The Company shall be deemed to have received or realized a Company Tax Benefit from a Tax Item in a taxable period only if and to the extent that the Company's Income Tax liability for such period is less than it would have been if such liability were determined without regard to such Tax Item. The Company shall be deemed to have realized or received a Company Tax Benefit with respect to a carryover is used to produce a Company Tax Benefit.



(d) "Final Determination" shall mean the final resolution of any Tax

------------------- liability (including all related interest and penalties) for a taxable period. A Final Determination shall result from the first to occur of:



(i) the expiration of 30 days after IRS acceptance of a Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of Overassessment on Federal Revenue Form 870 or 870-AD (or any successor comparable form or the expiration of a comparable period with respect to any comparable agreement or form under the laws of other jurisdictions), unless, within such period, the taxpayer gives notice to the other party of the taxpayer's intention to attempt to recover all or part of any amount paid pursuant to the Waiver by the filing of a timely claim for refund;



(ii) a decision, judgment, decree, or other order by a court of competent jurisdiction that is not subject to further judicial review (by appeal or otherwise) and has become final;



(iii) the execution of a closing agreement under section 7121 of the Code or the acceptance by the IRS or its counsel of an offer in compromise under section 7122 of the Code, or comparable agreements under the laws of other jurisdictions;



(iv) the expiration of the time for filing a claim for refund or for instituting suit in respect of a claim for refund disallowed in whole or part by the IRS or other relevant taxing authority;



(v) any other final disposition of the tax liability for such period by reason of the expiration of the applicable statute of limitations; or



(vi) any other event that the parties agree is a final and irrevocable determination of the liability at issue.



(e) "Income Tax" shall mean federal income taxes and state and local taxes

---------- imposed upon, or measured by, income. Income Tax includes interest, penalties, and other additions to tax.



(f) "IRS" shall mean the United States Internal Revenue Service or any

--- successor, including, but not limited to, its agents, representatives, and attorneys.

(g) "LLC Tax Liability" shall mean the personal Income Tax liability of the

----------------- Shareholder for Income Taxes attributable to :



(i) Tax Items of Manhattan LLC that pass through to the Shareholder under the provisions of the Code and any similar provisions of state and local law, or



(ii) the Shareholder's receipt of indemnity payments hereunder.



(h) "S Corporation" shall mean an S Corporation within the meaning of

------------- section 1361 of the Code.



(i) "S Corporation Tax Liability" shall mean the personal Income liability

--------------------------- of the Shareholder for Income Taxes attributable to:



(i) the Company's Tax Items that pass through to the Shareholder under the provisions of Subchapter S of the Code and any similar provisions of state and local law, or



(ii) the Stockholder's receipt of indemnity payments hereunder.



(j) "Tax" shall mean any federal, state, local or foreign income, gross

--- receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code (S) 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, i ...