1
                                (Form of Proxy)

                             RIGHTWORKS CORPORATION
           PROXY FOR SPECIAL MEETING OF STOCKHOLDERS -- MAY __, 2001

       (THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF RIGHTWORKS.)

         The undersigned shareholder of RightWorks Corporation hereby appoints
Mary E. Coleman, Jeffrey T. Carr and David Sugishita, and each of them, with
full power of substitution, as attorney and proxies of the undersigned to vote
the shares of stock which the undersigned could vote if personally present at
the Special Meeting of Stockholders of RightWorks Corporation to be held at
10:00 a.m., local time, on May __, 2001, at _________________________,
_________________________, California, and at any and all postponements,
continuations and adjournments thereof, with all powers that the undersigned
would possess if personally present, upon and in respect of the following
matters:

1.   ADOPTION OF THE MERGER AGREEMENT AMONG i2 TECHNOLOGIES, INC., ROME MERGER
     CORP. AND RIGHTWORKS CORPORATION AND APPROVAL OF THE MERGER

[ ] FOR                          [ ] AGAINST                      [ ]  ABSTAIN

2.   IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
     MEETING

[ ] FOR                          [ ] AGAINST                      [ ]  ABSTAIN

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND
PROPOSAL 2.

                           (Please See Reverse Side)




   2

Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each shareholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the shareholder is a corporation, please sign full
corporate name by an authorized officer. If the shareholder is a partnership,
please sign full partnership name by an authorized person.

Each of said attorneys and proxies or their substitutes is expected be present
and act at the meeting, but if less than all are present and act, then any one
or more present and acting shall have and may exercise all of the powers of all
of said attorneys and proxies hereunder.

                                     -------------------------------------------
                                     Name(s) of Shareholder

                                     -------------------------------------------
                                     Signature(s) of Shareholder

                                     Dated:                               , 2001
                                            ------------------------------

                                     Number of Shares Held:

                                     Class A Common Stock
                                                         -----------------------
                                     Class B Common Stock
                                                         -----------------------
                                     Series A Preferred Stock
                                                             -------------------
                                     Series B Preferred Stock
                                                             -------------------