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                                                                       VERSION D

                             EXE TECHNOLOGIES, INC.

                            INDEMNIFICATION AGREEMENT


         This Agreement is made as of the ___ day of __________ 2001, by and
between EXE Technologies, Inc., a Delaware corporation (the "Corporation), and
_______________ ("Indemnitee"), a director [and officer] of the Corporation.

         WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available, and

         WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks at the same time that the
availability of directors' and officers' liability insurance has been severely
limited, and

         WHEREAS, it is now and has always been the express policy of the
Corporation to indemnify its directors and officers so as to provide them with
the maximum possible protection permitted by law, and

         WHEREAS, Indemnitee does not regard the protection available under the
Corporation's Certificate of Incorporation and insurance as adequate in the
present circumstances, and may not be willing to serve or continue to serve as a
director or officer without adequate protection, and

         WHEREAS, the Corporation desires Indemnitee to serve, or continue to
serve, as a director or officer of the Corporation.

         NOW THEREFORE, the Corporation and Indemnitee do hereby agree as
follows:

         1.       AGREEMENT TO SERVE. Indemnitee agrees to serve or continue to
serve as a director or officer of the Corporation for so long as Indemnitee is
duly elected or appointed or until such time as Indemnitee tenders Indemnitee's
resignation in writing.

         2.       DEFINITIONS. As used in this Agreement:

                  (a)      The term "Proceeding" shall include any threatened,
pending or completed action, suit, arbitration, alternative dispute resolution
proceeding, administrative hearing or other proceeding, whether brought by or in
the right of the Corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature, and any appeal therefrom.

                  (b)      The term "Corporate Status" shall mean the status of
a person who is or was a director or officer of the Corporation, or is or was
serving, or has agreed to serve, at the request of the Corporation, as a
director, officer, partner, trustee, member, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise.

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                  (c)      The term "Expenses" shall include, without
limitation, attorneys' fees, retainers, court costs, transcript costs, fees and
expenses of experts, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees and other disbursements
or expenses of the types customarily incurred in connection with investigations,
judicial or administrative proceedings or appeals, but shall not include the
amount of judgments, fines or penalties against Indemnitee or amounts paid in
settlement in connection with such matters.

                  (d)      References to "other enterprise" shall include
employee benefit plans; references to "fines" shall include any excise tax
assessed with respect to any employee benefit plan; references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Agreement.

         3.       INDEMNIFICATION IN THIRD-PARTY PROCEEDINGS. The Corporation
shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3
if Indemnitee was or is a party to or threatened to be made a party to or
otherwise involved in any Proceeding (other than a Proceeding by or in the right
of the Corporation to procure a judgment in its favor) by reason of the
Indemnitee's Corporate Status or by reason of any action alleged to have been
taken or omitted in connection therewith, against all Expenses, judgments,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by Indemnitee or on the Indemnitee's behalf in connection with such Proceeding,
if Indemnitee acted in good faith and in a manner which Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Corporation and,
with respect to of any criminal Proceeding, had no reasonable cause to believe
that the Indemnitee's conduct was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner which the Indemnitee reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with respect
to any criminal Proceeding, had reasonable cause to believe that the
Indemnitee's conduct was unlawful.

         4.       INDEMNIFICATION IN PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify Indemnitee in accordance with the
provisions of this Paragraph 4 if Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any Proceeding by or in the right of
the Corporation to procure a judgment in its favor by reason of the Indemnitee's
Corporate Status or by reason of any action alleged to have been taken or
omitted in connection therewith, against all Expenses and, to the extent
permitted by law, amounts paid in settlement actually and reasonably incurred by
Indemnitee or on the Indemnitee's behalf in connection with such Proceeding,
ifthe Indemnitee acted in good faith and in a manner whichthe Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made under this Paragraph 4
in respect of any claim, issue, or matter as to which Indemnitee shall have been
adjudged to be liable to the Corporation, unless and only to the extent that the
Court of Chancery of Delaware or

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the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of such liability but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such Expenses as the Court of Chancery or such other
court shall deem proper.

         5.       EXCEPTIONS TO RIGHT OF INDEMNIFICATION. Notwithstanding
anything to the contrary in this Agreement, except as set forth in Paragraph 10,
the Corporation shall not indemnify the Indemnitee in connection with a
Proceeding (or part thereof) initiated by the Indemnitee unless the initiation
thereof was approved by the Board of Directors of the Corporation.
Notwithstanding anything to the contrary in this Agreement, the Corporation
shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed
from the proceeds of insurance, and in the event the Corporation makes any
indemnification payments to the Indemnitee and the Indemnitee is subsequently
reimbursed from the proceeds of insurance, the Indemnitee shall promptly refund
such indemnification payments to the Corporation to the extent of such insurance
reimbursement.

         6.       INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful, on the merits or otherwise, in defense of any
Proceeding or in defense of any claim, issue or matter therein, Indemnitee shall
be indemnified against all Expenses incurred by the Indemnitee or on the
Indemnitee's behalf in connection therewith. Without limiting the foregoing, if
any Proceeding or any claim, issue or matter therein is disposed of, on the
merits or otherwise (including a disposition without prejudice), without (i) the
disposition being adverse to the Indemnitee, (ii) an adjudication that the
Indemnitee was liable to the Corporation, (iii) a plea of guilty or NOLO
CONTENDERE by the Indemnitee, (iv) an adjudication that the Indemnitee did not
act in good faith and in a mannerthe Indemnitee reasonably believed to be in or
not opposed to the best interests of the Corporation, and (v) with respect to
any criminal proceeding, an adjudication that the Indemnitee had reasonable
cause to believe the Indemnitee's conduct was unlawful, then the Indemnitee
shall be considered for the purposes hereof to have been wholly successful with
respect thereto.

         7.       NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to
the Indemnitee's right to be indemnified, the Indemnitee must notify the
Corporation in writing as soon as practicable of any Proceeding for which
indemnity will or could be sought by the Indemnitee and provide the Corporation
with a copy of any summons, citation, subpoena, complaint, indictment,
information or other document relating to such Proceeding with whichthe
Indemnitee is served. With respect to any Proceeding of which the Corporation is
so notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the
Corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Paragraph 7. The Indemnitee shall have the
right to employ the Indemnitee's own counsel in connection with such claim, but
the fees and expenses of such counsel incurred after notice from the Corporation
of its assumption of the defense thereof shall be at the expense of the
Indemnitee unless (i) the employment of counsel by the Indemnitee has been
authorized by the Corporation, (ii) counsel to the Indemnitee shall have
reasonably concluded that there may be a conflict of interest or

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position on any significant issue between the Corporation and the Indemnitee
in the conduct of the defense of such action or (iii) the Corporation shall
not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall
be at the expense of the Corporation, except as otherwise expressly provided
by this Agreement. The Corporation shall not be entitled, without the consent
of the Indemnitee, to assume the defense of any claim brought by or in the
right of the Corporation or as to which counsel for the Indemnitee shall have
reasonably made the conclusion provided for in clause (ii) above. The
Corporation shall not be required to indemnify the Indemnitee under this
Agreement for any amounts paid in settlement of any Proceeding effected
without its written consent. The Corporation shall not settle any Proceeding
in any manner which would impose any penalty or limitation on Indemnitee
without Indemnitee's written consent. Neither the Corporation nor the
Indemnitee will unreasonably withhold their consent to any proposed settlement.

         8.       ADVANCEMENT OF EXPENSES. In the event that the Corporation
does not assume the defense pursuant to Paragraph 7 of this Agreement of any
Proceeding to which the Indemnitee was or is a party or is threatened to be made
a party by reason of the Indemnitee's Corporate Status or by reason of any
action alleged to have been taken or omitted in connection therewith and of
which the Corporation receives notice under this Agreement, any Expenses
incurred by the Indemnitee or on the Indemnitee's behalf in defending such
Proceeding shall be paid by the Corporation in advance of the final disposition
of such Proceeding; PROVIDED, HOWEVER, that the payment of such Expenses
incurred by the Indemnitee or on the Indemnitee's behalf in advance of the final
disposition of such Proceeding shall be made only upon receipt of an undertaking
by or on behalf of the Indemnitee to repay all amounts so advanced in the event
that it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Corporation as authorized in this Agreement. Such undertaking
shall be accepted without reference to the financial ability of the Indemnitee
to make repayment.

         9.       PROCEDURE FOR INDEMNIFICATION. In order to obtain
indemnification or advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8
of this Agreement, Indemnitee shall submit to the Corporation a written request.
Any such indemnification or advancement of Expenses shall be made promptly, and
in any event within 30 days after receipt by the Corporation of the written
request of the Indemnitee, unless with respect to requests under Paragraphs 3 or
4 (but not requests under Paragraph 8) the Corporation determines within such
30-day period that such Indemnitee did not meet the applicable standard of
conduct set forth in Paragraph 3 or 4, as the case may be. Such determination,
and any determination that advanced Expenses must be repaid to the Corporation,
shall be made in each instance (a) by a majority vote of the directors of the
Corporation consisting of persons who are not at that time parties to the
Proceeding ("disinterested directors"), whether or not a quorum, (b) by a
committee of disinterested directors designated by a majority vote of
disinterested directors, whether or not a quorum, (c) if there are no
disinterested directors, or if the disinterested directors so direct, by
independent legal counsel (who may, to the extent permitted by applicable law,
be regular legal counsel to the Corporation) in a written opinion to the Board,
or (d) by the stockholders.

         10.      REMEDIES. The right to indemnification or advancement of
Expenses as provided by this Agreement shall be enforceable by the Indemnitee in
any court of competent jurisdiction if the Corporation denies such request, in
whole or in part, or if no disposition thereof is made

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within the 30-day period referred to above in Paragraph 9. Unless otherwise
required by law, the burden of proving that indemnification is not appropriate
shall be on the Corporation. It shall be a defense to any action for which a
claim for indemnification is made under this Agreement, other than an action
to enforce a claim for advancement of expenses pursuant to Paragraph 8 hereof,
that the Indemnitee is not entitled to indemnification because the Indemnitee
has not met the applicable standard of conduct set forth in this Agreement.
However, neither the failure of the Corporation to have made a determination
prior to the commencement of such action that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Corporation pursuant to Paragraph 9 that
Indemnitee has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct. Indemnitee's expenses (of the type described
in the definition of "Expenses" in Paragraph 2(c)) reasonably incurred in
connection with successfully establishing the Indemnitee's right to
indemnification, in whole or in part, in any such Proceeding shall also be
indemnified by the Corporation.

         11.      PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Corporation for some or a
portion of the Expenses, judgments, fines, penalties or amounts paid in
settlement actually and reasonably incurred by the Indemnitee or on the
Indemnitee's behalf in connection with any Proceeding but not, however, for the
total amount thereof, the Corporation shall nevertheless indemnify Indemnitee
for the portion of such Expenses, judgments, fines, penalties or amounts paid in
settlement to which Indemnitee is entitled.

         12.      SUBROGATION. In the event of any payment under this Agreement,
the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Corporation to bring suit to enforce
such rights.

         13.      TERM OF AGREEMENT. This Agreement shall continue until and
terminate upon the later of (a) six years after the date that Indemnitee shall
have ceased to serve as a director or officer of the Corporation or, at the
request of the Corporation, as a director, officer, partner, trustee, member,
employee or agent of another corporation, partnership, joint venture, trust,
limited liability company or other enterprise or (b) the final termination of
all Proceedings pending on the date set forth in clause (a) in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Paragraph 10
of this Agreement relating thereto.

         14.      INDEMNIFICATION HEREUNDER NOT EXCLUSIVE. The indemnification
and advancement of Expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the
Certification of Incorporation, the By-Laws, any agreement, any vote of
stockholders or disinterested directors, the General Corporation Law of
Delaware, any other law (common or statutory), or otherwise, both as to action
in the Indemnitee's official capacity and as to action in another capacity while
holding office for the Corporation. Nothing contained in this Agreement shall be
deemed to prohibit the Corporation from purchasing and maintaining insurance, at
its expense, to protect itself or the Indemnitee

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against any expense, liability or loss incurred by it or the Indemnitee in any
such capacity, or arising out of the Indemnitee's status as such, whether or
not the Indemnitee would be indemnified against such expense, liability or
loss under this Agreement; provided that the Corporation shall not be liable
under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.

         15.      NO SPECIAL RIGHTS. Nothing herein shall confer upon Indemnitee
any right to continue to serve as a director [or officer] of the Corporation for
any period of time or at any particular rate of compensation.

         16.      SAVINGS CLAUSE. If this Agreement or any portion thereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments,
fines, penalties and amounts paid in settlement with respect to any Proceeding
to the full extent permitted by any applicable portion of this Agreement that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

         17.      COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.

         18.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Corporation and its successors and assigns and shall inure to the benefit of
the estate, heirs, executors, administrators and personal representatives of
Indemnitee.

         19.      HEADINGS. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

         20.      MODIFICATION AND WAIVER. This Agreement may be amended from
time to time to reflect changes in Delaware law or for other reasons. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof nor shall any such waiver constitute a continuing waiver.

         21.      NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
given (i) when delivered by hand or (ii) if mailed by certified or registered
mail with postage prepaid, on the third day after the date on which it is so
mailed:

                  (a)      if to the Indemnitee, to:      [INSERT ADDRESS]




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                  (b)      if to the Corporation,    EXE Technologies, Inc.
                                                     8787 Stemmons Freeway
                                                     Dallas, Texas  75247
                                                     Attn:  President

                           with a copy to:           EXE Technologies, Inc.
                                                     300 Baldwin Tower Boulevard
                                                     Eddystone, PA  19022
                                                     Attn:  General Counsel


or to such other address as may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.

         22.      APPLICABLE LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.
The Indemnitee may elect to have the right to indemnification or reimbursement
or advancement of Expenses interpreted on the basis of the applicable law in
effect at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of Expenses is sought. Such election shall be made, by a notice in
writing to the Corporation, at the time indemnification or reimbursement or
advancement of Expenses is sought; PROVIDED, HOWEVER, that if no such notice is
given, and if the General Corporation Law of Delaware is amended, or other
Delaware law is enacted, to permit further indemnification of the directors or
officers, then the directors and officers of the Corporation shall be
indemnified to the fullest extent permitted under the General Corporation Law,
as so amended, or by such other Delaware law, as so enacted. Any repeal or
modification of the foregoing provision shall not adversely affect any right or
protection of a director or officer of the Corporation existing at the time of
such repeal or modification.

         23.      ENFORCEMENT. The Corporation expressly confirms and agrees
that it has entered into this Agreement in order to induce Indemnitee to
continue to serve as a director of the Corporation, and acknowledges that
Indemnitee is relying upon this Agreement in continuing in such capacity.

         24.      ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supercedes all prior agreements, whether oral or written, by any
officer, employee or representative of any party hereto in respect of the
subject matter contained herein; and any prior agreement of the parties hereto
in respect of the subject matter contained herein is hereby terminated and
cancelled. For avoidance of doubt, the parties confirm that the foregoing does
not apply to or limit the Indemnitee's rights under Delaware law or the
Corporation's Certificate of Incorporation or By-laws.

         25.      CONSENT TO SUIT. In the case of any dispute under or in
connection with this Agreement, the Indemnitee may only bring suit against the
Corporation in the Court of Chancery of the State of Delaware. The Indemnitee
hereby consents to the exclusive jurisdiction and venue of the courts of the
State of Delaware, and the Indemnitee hereby waives any claim the

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Indemnitee may have at any time as to forum non conveniens with respect to
such venue. The Corporation shall have the right to institute any legal action
arising out of or relating to this Agreement in any court of competent
jurisdiction. Any judgment entered against either of the parties in any
proceeding hereunder may be entered and enforced by any court of competent
jurisdiction. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, then the prevailing party shall be
entitled to recover, in addition to any other relief, reasonable attorneys'
fees, costs and disbursements.

                           [Signature Page to Follow]

























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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                    EXE TECHNOLOGIES, INC.


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    INDEMNITEE:


                                    --------------------------------------------
                                    Name:

























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