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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

AMENDMENT NO. 1

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

x Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2002

o Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Commission File No. 000-30389

EXE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

75-1719817
(I.R.S. Employer Identification No.)

8787 Stemmons Freeway
Dallas, Texas 75247
(Address of principal executive offices)

(214) 775-6000
(Registrants telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

|                    |  |                             
|------------------- |  | ----------------------------
|Title of Each Class |  | Exchange on Which Registered
|                    |  |                             
|None                |  | None                        

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.01 par value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No o[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x

Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of common stock as of the last
business day of the registrants most recently completed second fiscal quarter
as reported on the NASDAQ National Market, was approximately $25.6 million.

As of March 14, 2003, the Registrant had 6,665,681 outstanding shares of common
stock.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

1



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|                                                        |                                                                          |  |  |  |  |  |  | 
|------------------------------------------------------- | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART III                                               
|                                                        | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT             
|SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|                                                        | ITEM 11. EXECUTIVE COMPENSATION                                         
|STOCK PERFORMANCE GRAPH                                
|                                                        | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
|                                                        | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 
|                                                        | ITEM 14. CONTROLS AND PROCEDURES                                        
|PART IV                                                
|                                                        | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
|SIGNATURES                                             
|CERTIFICATION                                          
|CERTIFICATION                                          
|EX-99.2 Certification Pursuant to 18 USC Sec. 1350     



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This amendment to the Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2002 of EXE Technologies, Inc. has been filed by the
Registrant to replace Part III of the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2002, which was filed with
the Commission on March 31, 2003, in its entirety. In connection with
these amendments, the Registrant is also amending the Index to Exhibits
to include the certifications required by 18 U.S.C. Section 1350, as
adopted pursuant to the Sarbanes-Oxley Act of 2002, as Exhibit 99.2.




PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors of the Company

The Companys entire Board of Directors is composed of 10 directorships,
divided into three classes, with members of each class holding office for
staggered three-year terms. Currently there are three Class I directors, whose
terms expire at the 2004 annual meeting of stockholders, two Class II
directors, whose terms expire at the 2005 Annual Meeting of Stockholders and
two Class III directors, whose terms expire at this Annual Meeting of
Stockholders (in all cases subject to the election and qualification of their
successors or to their earlier death, resignation or removal). At each annual
meeting of stockholders, directors are elected for a full term of three years
to succeed those whose terms are expiring.

Set forth below, for each director of the Company (including the nominees
for Class III director), is each directors respective name, age, positions
with the Company, principal occupation, business experience during the past
five years, the names of other publicly held corporations of which such person
is a director and the year during which each such person first became a
director of the Company:

Class I directors

Joseph L. Cowan, age 54, has served as a director of the Company and as
the Companys President and Chief Executive Officer since November 2002. From
June 2001 to November 2002, Mr. Cowan served as President of and as Chief
Operating Officer within Invensys Manufacturing and Process Systems, a
division of Invensys plc, an international production technology and energy
management company. From September 2000 to June 2001 he served as President and
Chief Executive Officer for Wonderware, a supplier of industrial automation
software and a wholly owned subsidiary of Invensys plc. He had been with
Wonderware as Senior Vice President, Sales and Marketing from 1995 to 2000
prior to the acquisition by Invensys plc in 1998.

Glen A. Dell,age 67, has served as a director of the Company since March
2003. Since January 1998 he has served as a partner of MapleWood Equity
Partners, LP, an investment fund, which focuses on middle market companies in
the United States. Mr. Dell currently serves on the board of directors for
Insurance Service Office, Comtel Electronics, Inc., Parts Depot, Inc., and AMC
Computer Corporation.

Jeffrey R. Rodek,age 49, has served as a director of the Company since
October 1998. Since October 1999, Mr. Rodek has served as chairman of the board
and chief executive officer of Hyperion Solutions Corporation, a leading
business analysis software company. Prior to joining Hyperion, Mr. Rodek served
as president and worldwide chief operating officer of Ingram Micro, Inc., a
global wholesale provider of technology products and supply chain management
services, from January 1995 to October 1999.

Class II directors

Henry Feinberg, age 51, has served as a director of the Company since
November 2002. Since April 2000, Mr. Feinberg has been a Venture Partner of
Technology Crossover Ventures, a venture capital firm that provides growth
capital to technology companies. From 1997 to 2000, Mr. Feinberg was chairman
and chief executive officer of Rand McNally & Company, a company specializing
in mapping, routing, and trip planning tools. Mr. Feinberg currently serves on
the board of directors of several private companies.

William J. Lansing, age 45, has served as a director of the Company since
March 2002. Since September 2001, Mr. Lansing has been a managing member of
General Atlantic Partners, LLC, a private equity investment firm focused
exclusively on information technology, media and communications investments on
a global basis. Prior to
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joining General Atlantic, Mr. Lansing served as chief executive officer of NBC
Internet, an internet business of the National Broadcasting Company, from March
2000 to August 2001. From March 1998 to March 2000, Mr. Lansing was the
president and chief executive officer of Fingerhut, a direct marketing company.
From October 1996 to March 1998, Mr. Lansing was a vice president, business
development for General Electric Company. Mr. Lansing also serves on the board
of directors of Digital River and Net Perceptions and several private
companies.

Class III directors

Raymond R. Hood,age 43, has served as Chairman of the Board of Directors
since March 2002. Mr. Hood ceased to serve as Chief Executive Officer of the
Company on November 14, 2002, and ceased to be an employee of the Company on
February 12, 2003. From September 1997 through November 2002, Mr. Hood served
as the Companys Chief Executive Officer and as a director of the Company. Mr.
Hood also served as the Companys President from September 1997 to April 2001.

Marc F. McMorris, age 34, has served as a director of the Company since
November 2002. Since August 1999, Mr. McMorris has been a principal of General
Atlantic Partners, LLC, a private equity investment firm focused exclusively on
information technology, media and communications investments on a global basis.
Prior to joining General Atlantic, Mr. McMorris served as Vice President of
the High Technology Group of Goldman Sachs from 1998 to 1999.

There are no family relationships among any of the executive officers or
directors of the Company.

The information required by this Item concerning executive officers of the
Company is included in Part I of this Annual Report on Form 10-K under the
section captioned Executive Officers.




SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on its review of reports filed by reporting persons of the
Company under Section 16(a) of the Securities Exchange Act of 1934, as amended
(Section 16(a)), the Company believes that for the year ended December 31,
2002 all filings required to be made by reporting persons were timely made in
accordance with the requirements of Section 16(a).




ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the total compensation paid or accrued for
the three fiscal years ended December 31, 2002, 2001 and 2000 for (i) all
individuals serving as the Companys chief executive officer during the fiscal
year ended December 31, 2002, (ii) other than the Chief Executive Officer, the
Companys two other executive officers who were serving as executive officers
of the Company on December 31, 2002 and whose individual total salary and bonus
exceeded $100,000 during such fiscal year and (iii) two additional individuals
who would have been among the four most highly compensated executive officers,
but were not serving as executive officers on December 31, 2002 (collectively,
the Named Executive Officers).

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SUMMARY COMPENSATION TABLE

|                                                                        |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |            |  |           |         |     |  |              |         |  |  |   |        | 
|----------------------------------------------------------------------- |  | ------ | ---- | ------ |  | ------------ | ------- | ------------ |  | ------ | ------ | ------------ |  | ---------------- | ------- | ---------- |  | --------- | ------- | --- |  | ------------ | ------- |  |  | - | ------ | 
|                                                                        |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |            |  |           |         |     |  | Long-Term    |         |  |  |  
|                                                                        |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |            |  |           |         |     |  | Compensation |         |  |  |  
|                                                                        |  |        |      |        |  | Compensation |         |              |  |        |        | Awards       |  |                  |         |           
|                                                                        |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |           
|                                                                        |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |            |  |           |         |     |  | Securities   |         |  |  |  
|Name and                                                                |  | Fiscal |      |        |  |              |         |              |  |        |        | Other Annual |  | Restricted Stock |         | Underlying |  | All Other
|Principal Position(1)                                                   |  | Year   |      | Salary |  | Bonus        |         | Compensation |  | Awards |        | Options(#)   |  | Compensation(4) 
|                                                                        |  |        |      |        |  |              |         |              |  |        |        |              |  |                 
|Joseph L. Cowan (5)                                                     |  |        | 2002 |        |  | $            | 62,121  |              |  | $      | 78,750 |              |  | $                | 2,600   | (6)        |  | $         | 304,997 | (7) |  |              | 214,286 |  |  |   |       | 
|President and
Chief Executive Officer                                   |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |            |  |           |         |     |  |              |         |  |  |   |        | 
|Kenneth R. Vines (8)                                                    |  |        | 2002 |        |  | $            | 143,182 |              |  |        |       |              |  |                  |        |            |  |           |        |     |  |              | 35,714  |  |  |   |       | 
|Senior Vice President, Chief
Financial Officer, Secretary
and Treasurer |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |            |  |           |         |     |  |              |         |  |  |   |        | 
|Mark R. Weaser                                                          |  |        | 2002 |        |  | $            | 189,779 |              |  |        |       |              |  | $                | 88,816  | (9)        |  |           |        |     |  |              | 14,286  |  |  | $ | 6,583  | 
|President, Asian Operations                                             |  |        | 2001 |        |  | $            | 180,732 |              |  |        |       |              |  | $                | 85,130  | (10)       |  |           |        |     |  |              | 21,428  |  |  | $ | 6,295  | 
|                                                                        |  |        | 2000 |        |  | $            | 186,202 |              |  | $      | 18,737 |              |  | $                | 64,863  | (11)       |  |           |        |     |  |              | 14,286  |  |  | $ | 5,740  | 
|Raymond R. Hood (12)                                                    |  |        | 2002 |        |  | $            | 250,000 |              |  |        |       |              |  | $                | 1,660   | (13)       |  |           |        |     |  |              |        |  |  | $ | 10,000 | 
|Former Chief Executive
Officer                                          |  |        | 2001 |        |  | $            | 250,000 |              |  | $      | 71,818 |              |  | $                | 2,358   | (14)       |  |           |        |     |  |              | 42,857  |  |  | $ | 8,500  | 
|                                                                        |  |        | 2000 |        |  | $            | 230,177 |              |  |        |       |              |  | $                | 83,741  | (15)       |  |           |        |     |  |              |        |  |  | $ | 8,509  | 
|Kenneth J. Powell (16)                                                  |  |        | 2002 |        |  | $            | 278,173 | (17)         |  | $      | 36,000 |              |  | $                | 15,575  | (18)       |  |           |        |     |  |              |        |  |  | $ | 9,571  | 
|Former President and Chief                                              |  |        | 2001 |        |  | $            | 208,333 |              |  | $      | 71,000 |              |  |                  |        |            |  |           |        |     |  |              | 185,714 |  |  | $ | 8,500  | 
|Operating Officer                                                       |  |        |      |        |  |              |         |              |  |        |        |              |  |                  |         |            |  |           |         |     |  |              |         |  |  |   |        | 
|Michael A. Burstein (19)                                                |  |        | 2002 |        |  | $            | 112,500 |              |  |        |       |              |  | $                | 277,014 | (20)       |  |           |        |     |  |              | 14,286  |  |  | $ | 5,625  | 
|Former Senior Vice President,                                           |  |        | 2001 |        |  | $            | 210,000 |              |  | $      | 56,700 |              |  |                  |        |            |  |           |        |     |  |              | 14,285  |  |  | $ | 8,500  | 
|Chief Financial Officer and
Treasurer                                   |  |        | 2000 |        |  | $            | 175,833 |              |  | $      | 25,281 |              |  |                  |        |            |  |           |        |     |  |              | 37,143  |  |  | $ | 8,500  | 



---

|(1) |  | Lists the principal position with the Company with the following
exceptions set forth in this footnote. Mr. Vines principal position with
the Company as of December 31, 2002, was Senior Vice President, Chief
Financial Officer and Treasurer. Mr. Vines became Secretary to the Company
as of February 2003. Mr. Weasers principal position with the Company as
of December 31, 2002, was Senior Vice President and Managing Director,
Asia Pacific/Japan. Mr. Weaser became President, Asian Operations as of
January 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
have been omitted in those instances where such perquisites and other
personal benefits constituted less than the lesser of $50,000 or 10% of
the total of annual salary and bonus for the Named Executive Officer for
the fiscal year.                                                                                                                                        
|   
|(3) |  | The Company did not grant any stock appreciation rights or make any
long-term incentive plan payouts during the years ended December 31, 2000,
2001, and 2002.                                                                                                                                                                                                                                                                                                                                                                   
|   
|(4) |  | Represents the value of the Companys contribution to the 401(k) or other
retirement accounts of the Named Executive Officers.                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(5) |  | Mr. Cowans employment with the Company commenced on November 6, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|(6)  |  | Represents an automobile allowance of $2,600.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(7)  |  | Represents the value of 71,428 shares of restricted stock on November 6,
2002, the date of grant, based on the closing sale price per share of the
Companys Common Stock on that date (as reported by the Nasdaq National
Market and adjusted for the Companys one for seven reverse stock split
that was effective on January 2, 2003). Includes 28,571 shares of
restricted stock that vested on January 3, 2003 and 42,857 shares of
restricted stock, which vest in five equal annual installments beginning
November 6, 2003. The value of the restricted shares at December 31, 2002
was $274,997.80 based on the closing sale price per share of the Companys
Common Stock on that date (as reported by the Nasdaq National Market and
adjusted for the Companys one for seven reverse stock split that was
effective on January 2, 2003). To the extent that dividends are declared,
such dividends will be paid on the restricted stock.
|    
|(8)  |  | Mr. Vines employment with the Company commenced on May 13, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(9)  |  | Includes housing payments of $72,000, an automobile allowance of $15,435
and life insurance premiums of $1,381.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(10) |  | Includes housing payments of $68,852, an automobile allowance of $14,761
and life insurance premiums of $1,517.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(11) |  | Includes housing payments of $49,080 and an automobile allowance of
$15,783.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|(12) |  | Mr. Hood ceased serving as Chief Executive Officer and as an executive
officer of the Company in November 2002. Mr. Hood currently serves as a
non-executive Chairman of the Companys Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|(13) |  | Represents life insurance premiums of $1,660.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(14) |  | Includes housing related expenses of $698 and life insurance premiums of
$1,660.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(15) |  | Includes a housing allowance of $38,610, housing-related expenses of
$5,005, automobile leasing payments of $23,865, accounting fees of $12,354
and life insurance payments of $3,907.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(16) |  | Mr. Powell ceased serving as President and Chief Operating Officer and as
an executive officer of the Company on October 3, 2002, and his employment
with the Company terminated on October 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|(17) |  | Includes $45,833 in severance payments from November 1, 2002 through
December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|(18) |  | Represents accounting fees of $15,575.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(19) |  | Mr. Burstein ceased serving as Senior Vice President and Chief Financial
Officer and as an executive officer of the Company on May 13, 2002, and
his employment with the Company terminated on June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(20) |  | Represents a forgiven loan and accrued interest in the amount of $277,014
in accordance with the terms of Mr. Bursteins employment agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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Option Grants

The following table sets forth certain information regarding grants of
stock options during the fiscal year ended December 31, 2002 to each of the
Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

|                    |  |            |  |                   |  |           |  |            |  |                            |  |            |  |  |  | 
|------------------- |  | ---------- |  | ----------------- |  | --------- |  | ---------- |  | -------------------------- |  | ---------- |  |  |  | 
|                    |  |            |  | Individual Grants |  |           |  |            |  |                            |  |            |  | 
|                    |  |            |  |                   |  |           |  |            |  |                            |  |            |  | 
|                    |  |            |  |                   |  |           |  |            |  | Potential Realizable Value |  |            |  | 
|                    |  |            |  |                   |  |           |  |            |  | At Assumed Annual Rates    |  |            |  | 
|                    |  | Number of  |  | Percent of Total  |  |           |  |            |  | of Stock Price             |  |            |  | 
|                    |  | Shares     |  | Options           |  |           |  |            |  | Appreciation for           |  |            |  | 
|                    |  | Underlying |  | Granted to        |  | Exercise  |  |            |  | Option Term(2)             |  |            |  | 
|                    |  | Options    |  | Employees in      |  | Price Per |  | Expiration |  |                            |  |            |  | 
|Name                |  | Granted(#) |  | Fiscal Year(%)    |  | Share(1)  |  | Date       |  | 5%                         |  | 10%        |  |  |  | 
|                    |  |            |  |                   |  |           |  |            |  |                            |  |            |  |  |  | 
|Joseph L. Cowan     |  | 214,286(3) |  | 52.32%            |  | $4.27     |  | 11/6/12    |  | $575,439                   |  | $1,458,276
|Kenneth R. Vines    |  | 35,714(4)  |  | 8.72%             |  | $10.64    |  | 5/13/12    |  | $238,978                   |  | $605,617  
|Mark R. Weaser      |  | 14,286(5)  |  | 3.49%             |  | $7.91     |  | 8/6/12     |  | $71,067                    |  | $180,096  
|Raymond R. Hood     |  |           |  |                  |  |          |  |           |  |                           |  |          
|Kenneth J. Powell   |  |           |  |                  |  |          |  |           |  |                           |  |          
|Michael A. Burstein |  | 14,286(6)  |  | 3.49%             |  | $14.35    |  | 2/19/12    |  | $128,926                   |  | $326,724  



---

|(1) |  | The exercise price per share of each option was equal to the fair market
value per share of Common Stock on the date of grant, as determined by the
Companys Board of Directors on the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses
associated with the exercises of the option or the sale of the underlying
shares. The actual gains, if any, on the exercises of stock options will
depend on the future performance of the Common Stock, the option holders
continued employment through the option period, and the date on which the
options are exercised.
|   
|(3) |  | These options were issued under our 1997 Plan and vest 20% on the first
five annual anniversaries of the date of grant which was November 6, 2002.
The vesting of Mr. Cowans options accelerates upon the occurrence of
certain events. For information regarding these circumstances, see
Employment Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(4) |  | These options were issued under our 1997 Plan and vest 25% on the first
anniversary of the date of grant, which was May 13, 2002, and monthly
thereafter over the following three years. The vesting of Mr. Vines
options accelerates upon the occurrence of certain events. For information
regarding these circumstances, see Employment Agreements.                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) |  | These options were issued under our 1997 Plan and vest 25% on the first
anniversary of the date of grant, which was August 6, 2002, and monthly
thereafter over the following three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|(6) |  | Mr. Bursteins employment with the Company ceased as of June 30, 2002 and
all options ceased vesting as of such date and those options vested as of
that date were exercisable through February 3, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Year End Values

The following table sets forth the number and value of unexercised options
held by each of the Named Executive Officers on December 31, 2002.

FISCAL YEAR END OPTION VALUES

|                    |  |                 |   |             |  |                    |   |                          |  |                        |        |                      |  |  |         |  |  |  |   |  |  |  |   | 
|------------------- |  | --------------- | - | ----------- |  | ------------------ | - | ------------------------ |  | ---------------------- | ------ | -------------------- |  |  | ------- |  |  |  | - |  |  |  | - | 
|                    |  |                 |   |             |  |                    |   |                          |  | Number of Shares       |        |                      |  |  |         |  |  | 
|                    |  |                 |   |             |  |                    |   |                          |  | Underlying Unexercised |        | Value of Unexercised
|                    |  |                 |   |             |  |                    |   |                          |  | Options at             |        | In-the-Money Options
|                    |  | Shares Acquired |   | Value       |  | Fiscal Year End(#) |   | at Fiscal Year End(1)($)
|                    |  |                 |   |             |  |                    |   |                         
|Name                |  | on Exercise(#)  |   | Realized($) |  | Exercisable        |   | Unexercisable            |  | Exercisable            |        | Unexercisable       
|                    |  |                 |   |             |  |                    |   |                          |  |                        |        |                     
|Joseph L. Cowan     |  |                 | 0 |             |  |                    | 0 |                          |  |                        | 0      |                      |  |  | 214,286 |  |  |  | 0 |  |  |  | 0 | 
|Kenneth R. Vines    |  |                 | 0 |             |  |                    | 0 |                          |  |                        | 0      |                      |  |  | 35,714  |  |  |  | 0 |  |  |  | 0 | 
|Mark R. Weaser      |  |                 | 0 |             |  |                    | 0 |                          |  |                        | 43,422 |                      |  |  | 34,420  |  |  |  | 0 |  |  |  | 0 | 
|Raymond R. Hood     |  |                 | 0 |             |  |                    | 0 |                          |  |                        | 86,906 |                      |  |  | 27,379  |  |  |  | 0 |  |  |  | 0 | 
|Kenneth J. Powell   |  |                 | 0 |             |  |                    | 0 |                          |  |                        | 69,645 |                      |  |  | 0       |  |  |  | 0 |  |  |  | 0 | 
|Michael A. Burstein |  |                 | 0 |             |  |                    | 0 |                          |  |                        | 32,857 |                      |  |  | 0       |  |  |  | 0 |  |  |  | 0 | 



---

|(1) |  | Based on the fair market value of the Common Stock on December 31, 2002
($3.85 per share), less the option exercise price, multiplied by the
number of shares underlying the options.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

Effective March 21, 2003, directors receive cash compensation of $10,000
annually, and $1,000 for each Board of Directors meeting attended. In
addition, each director receives an initial option for 25,000 shares of common
stock of the Company and annually thereafter an option for 5,000 shares of
common stock of the Company pursuant to the Companys stock option plan for
non-employee directors. Also, effective as of March 21, 2003, directors serving
as chairman of the Companys Audit Committee will receive additional cash
compensation of $7,500 annually, and directors serving as chairman of any other
committee of the Board of Directors receive additional cash compensation of
$2,500 annually. Also, directors serving on committees of the Board of
Directors will receive $1,000 per committee meeting attended. No cash or stock
compensation is payable to any directors representing investors of the Company
on the Board of Directors. During the fiscal year ended December 31, 2002,
options to purchase 5,357 shares of Common Stock at an exercise price of $9.31
per share were granted to each of Messrs. Besier, Brady, Lansing and Rodek.

7



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##### Table of Contents



Employment Agreements

The Company has entered into employment agreements with the following
executive officers.

Joseph L. Cowan. On November 6, 2002, the Company entered into an
employment agreement with Joseph L. Cowan, the Companys President and Chief
Executive Officer. The employment agreement provides for an initial term
expiring on November 6, 2007 and automatically renews for successive one-year
terms unless terminated by either the Company or Mr. Cowan upon 90 days
written notice prior to renewal. Under the agreement, Mr. Cowan receives a one
time signing bonus of $78,750, an initial base salary of $400,000 per year, an
automobile allowance, and is eligible to receive an annual bonus at a target
level equal to one hundred percent of his annual base salary, based on criteria
mutually agreed upon by Mr. Cowan and the Board of Directors. Under Mr. Cowans
employment agreement, he was granted 28,571 shares of restricted stock that
vested on January 3, 2003 and 42,857 shares of restricted stock, which vest in
five equal annual installments beginning November 6, 2003. Mr. Cowan was
granted options to purchase 214,286 shares of the Common Stock and these
options vest 20% on the first five annual anniversaries of the date of grant,
which was November 6, 2002. The employment agreement also provides that the
Company will use its best efforts to cause Mr. Cowan to be nominated for
election to the Board of Directors and to be so elected for so long as he
remains an employee of the Company. Mr. Cowans employment agreement provides
that he may be terminated by the Company for cause upon written notice and, in
certain cases, after an opportunity to cure, or without upon 30 days prior
written notice without cause. If the Company terminates Mr. Cowans employment
without cause, then the Company will pay to Mr. Cowan two years base salary
over a period of twenty four months following the effective date of such
termination, bonus earned but unpaid as of such termination date, and all of
Mr. Cowans unvested options and restricted stock grant will vest. If Mr.
Cowans employment is terminated due to his death or disability, the Company
will pay to him or his executors, legal representatives or administrators one
years base salary, earned but unpaid bonus for time served during the
then-current term, and all of Mr. Cowans unvested stock options and restricted
stock grant will immediately vest. If Mr. Cowan voluntarily resigns by giving
120 days prior written notice to the Company at any time, then the Company
will pay Mr. Cowan all earned and unpaid salary and bonus for time served
through the effective termination date and all unvested stock options and
restricted stock will immediately expire on such effective termination date. If
Mr. Cowan voluntarily resigns by giving written notice to the Company during
the 30 day period following the first anniversary date of any change of control
of the Company, then he will receive twice his then current annual salary and
all unvested options or restricted stock grants will immediately vest on the
date of such change of control. The employment agreement also includes a
covenant by Mr. Cowan to protect the Companys confidential information, and
for a period of one year following termination of his employment, not to
solicit the Companys employees, customers or vendors nor compete with the
Company.

Kenneth R. Vines. On May 13, 2002, the Company entered into an employment
agreement with Kenneth R. Vines, the Companys Senior Vice President, Chief
Financial Officer, Secretary and Treasurer. The employment agreement provides
for an initial term expiring on May 13, 2003 and automatically renews for
successive one-year terms unless terminated by either the Company or Mr. Vines
upon 90 days written notice prior to renewal. Under the agreement, Mr. Vines
receives an initial base salary of $225,000 per year, and is eligible to
receive a bonus at a target level equal to fifty percent of his annual base
salary, based on criteria mutually agreed upon by Mr. Vines and the chief
executive officer. Mr. Vines was granted options to purchase 35,714 shares of
Common Stock and these options vest 25% on the first anniversary of the date of
grant, which was May 13, 2002, and monthly thereafter over the following three
years. Mr. Vines employment agreement provides that he may be terminated by
the Company for cause upon written notice and, in certain cases, after an
opportunity to cure, or without cause upon 30 days prior written notice. If
the Company terminates Mr. Vines employment without cause or Mr. Vines
terminates his employment for good reason, then the Company will pay to Mr.
Vines severance equal to three months of his base salary, bonus pro-rated over
a three month period following such termination date, and all of Mr. Vines
unvested options that would have vested during the 90 day period following
termination will vest. If Mr. Vines terminates his employment for good reason
within twelve months following a change of control of the Company, then the
Company will pay to Mr. Vines severance equal to three months of his base
salary, bonus pro-rated over a three month period following such termination
date, and all of Mr. Vines unvested options will vest immediately. If the
Company terminates Mr. Vines employment within twelve months following a
change of control of the Company, then Mr. Vines will receive severance equal
to nine months of his base salary, bonus pro-rated over a nine month period
following such termination date, and all of Mr. Vines unvested options will
vest immediately. If the Company terminates Mr. Vines employment within the
twelve month period following Mr. Hoods resignation as chief executive
officer, which occurred on
8Table of Contents

November 14, 2002, then Mr. Vines will receive severance equal to nine months
of his base salary, bonus pro-rated over a nine month period following such
termination date, and all of Mr. Vines unvested options that would have vested
during the nine month period following termination will vest immediately. If
Mr. Vines employment is terminated due to his death or disability, the Company
will pay to him or his executors, legal representatives or administrators six
months base salary, bonus pro-rated over a six month period following such
termination date, and all of Mr. Vines unvested stock options will immediately
vest. The employment agreement also includes a covenant by Mr. Vines to protect
the Companys confidential information, and for a period of one year following
termination of his employment, not to solicit the Companys employees,
customers or vendors nor compete with the Company.

Mark R. Weaser.Effective October 18, 2000, the Company entered into an
amended and restated employment agreement, which was amended on June 25, 2001,
with Mark R. Weaser, the Companys President, Asian Operations. The employment
agreement provides for an initial term expiring on October 17, 2001 and
automatically renews for successive one-year terms unless terminated by either
the Company or Mr. Weaser upon 90 days written notice prior to renewal. Mr.
Weaser receives a base salary of $185,000 per year, and is eligible for a bonus
at a target level equal to 40% of his base salary under the Companys incentive
compensation plan. Mr. Weasers employment agreement also provides for an
annual housing allowance of up to 126,000 Singapore dollars and an annual
automobile allowance of up to 27,012 Singapore dollars. Mr. Weasers employment
may be terminated by the Company for cause upon written notice or without cause
upon 30 days prior written notice. If the Company terminates Mr. Weasers
employment without cause, Mr. Weaser is entitled to receive twelve months base
salary and housing and automobile allowances, all of his unvested options will
immediately vest, and all outstanding loans described below made pursuant to
his employment agreement will be forgiven. If Mr. Weasers employment is
terminated due to his death or disability, all of his unvested options will
immediately vest, all outstanding loans described below made pursuant to his
employment agreement will be forgiven, and he or his executors, legal
representatives or administrators will continue to receive housing and
automobile allowances for a period of twelve months. The employment agreement
also provides that upon a change of control of the Company, all of Mr. Weasers
unvested options will immediately vest. The employment agreement also includes
a covenant by Mr. Weaser to protect the Companys confidential information and
for a period of one year following termination of his employment, not to
solicit the Companys employees, customers or vendors nor compete with the
Company.

In June 2001, Mr. Weaser borrowed $200,000 from the Company, all of which
is currently outstanding at an annual interest rate of 8.5%. Mr. Weaser has
pledged 4,762 shares of the Companys common stock as security for the entire
amount of his loan.

Raymond R. Hood.Effective July 1, 2000, the Company entered into an
employment agreement with Raymond R. Hood, for Mr. Hoods employment as Chief
Executive Officer of the Company. Mr. Hood ceased to serve as Chief Executive
Officer of the Company on November 14, 2002, and ceased to be an employee of
the Company on February 12, 2003. Mr. Hood is currently the Companys Chairman
of the Board. Prior to his termination, Mr. Hood was receiving a base salary of
$250,000 per year, and was eligible to receive a bonus at a target level equal
to the base salary, based on criteria mutually agreed upon by Mr. Hood and the
Board of Directors. Pursuant to a severance agreement with Mr. Hood in
connection with the termination of his employment, the Company paid Mr. Hood
approximately $1.4 million in settlement of all compensation related matters
under the employment agreement, all of Mr. Hoods previously granted options
became fully vested, the exercise period for a portion of Mr. Hoods previously
granted options was extended to February 15, 2004, and Mr. Hood was granted
14,286 shares of Common Stock. In connection with his continued service as
Chairman of the Board, Mr. Hood was granted 42,857 shares of Common Stock under
the Companys stock option plan for non-employee directors. In addition, the
Company and Mr. Hood entered into a consulting agreement, which may be
terminated on thirty days notice by the Company or Mr. Hood, pursuant to which
Mr. Hood is to be paid $27,500 per month. The agreements also include a
covenant by Mr. Hood to protect the Companys confidential information, and for
a period of one year following termination of his consulting relationship, not
to solicit the Companys employees, customers or vendors nor compete with the
Company.

Under the terms of Mr. Hoods employment agreement, Mr. Hood also had the
right to receive a loan of up to $620,000, at an annual interest rate of 8.5%
per year, which was to be repaid by July 2003. Mr. Hood had borrowed amounts
totaling $620,000 under this arrangement. In March 2003, Mr. Hood repaid in
full all amounts he owed to the Company including interest totaling $746,850.

9



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##### Table of Contents



Kenneth J. Powell.On June 29, 2001, the Company entered into an amended
and restated employment agreement with Kenneth J. Powell, the Companys
President and Chief Operating Officer. Mr. Powell ceased to serve as Companys
President and Chief Operating Officer and as an executive officer of the
Company as of October 3, 2002 and ceased to be an employee of the Company as of
October 31, 2002. Prior to the termination of his employment Mr. Powell was
receiving an annual base salary of $275,000 and was eligible to receive a bonus
at a target level performance of $225,000. Pursuant to an agreement with Mr.
Powell, he will be paid his base salary and medical benefits through July 31,
2003. Pursuant to Mr. Powells employment agreement, the vesting of his options
ceased on October 31, 2002, and those options vested as of that date were
exercisable through January 31, 2003. Mr. Powells employment agreement also
included covenants by Mr. Powell to protect the Companys confidential
information, and for a period of one year following termination of his
employment, not to solicit the Companys employees, customers or vendors nor
compete with the Company.

Michael A. Burstein.Effective August 9, 1999, the Company entered into
an employment agreement, which was amended on February 19, 2002, with Michael
A. Burstein, the Companys Senior Vice President, Finance, Chief Financial
Officer and Treasurer. Mr. Burstein ceased to serve as the Companys Senior
Vice President, Chief Financial Officer, and Treasurer, and as an executive
officer as of May 13, 2002 and ceased to be an employee of the Company on June
30, 2002. Prior to Mr. Bursteins resignation he was receiving a base salary of
$225,000 per year, and was eligible to receive a bonus at a target level equal
to $175,000, based on criteria mutually agreed between Mr. Burstein and the
chief executive officer, to be paid in the form of cash and stock options. In
connection with the amendment to Mr. Bursteins employment agreement in
February 2002, Mr. Burstein was granted an option for 14,286 shares of common
stock, with an exercise price of $14.35 per share, and vesting monthly over
twelve months beginning in January 2002. All of Mr. Bursteins options ceased
vesting on June 30, 2002 and those options vested as of that date were
exercisable through February 3, 2003. The employment agreement included a
covenant by Mr. Burstein to protect the Companys confidential information, and
for a period of two years following termination of his employment, not to
solicit the Companys employees, customers or vendors nor compete with the
Company.

In October 2000, Mr. Burstein borrowed $250,000 from the Company, at an
annual interest rate of 8.5%. Mr. Burstein pledged 3,571 shares of the
Companys common stock underlying options as security for the entire amount of
his loan. Under the terms of his employment agreement, as amended on February
19, 2002, the loan and accrued interest was forgiven by the Company in the
amount of $277,014.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Feinberg and
Lansing, two of the Companys non-employee directors. Other members of the
Compensation Committee during 2002 included Messrs. Hoag, Besier, Brady and
Denning. No member of the Compensation Committee is involved in a relationship
requiring disclosure as an interlocking executive officer/director or under
Item 404 of Regulation S-K or as a former officer or employee of the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Companys executive compensation program is administered by the
Compensation Committee of the Board of Directors (the Compensation
Committee), which is composed of two non-employee directors of the Company.
The Compensation Committee is responsible for reviewing and recommending the
salary, bonus and other compensation of the Companys executive officers. The
Compensation Committee also determines which executive officers should be
granted options and the terms and conditions of those option grants. In
reviewing the salary, bonus and other compensation of the Companys executive
officers, the Compensation Committee receives and considers input from the
Companys Chief Executive Officer. The Companys executive compensation program
is comprised of several elements designed to align the interests of the
executive officers with those of the Companys stockholders, to encourage and
reward superior performance and to attract, retain and reward executives who
are critical for the continued growth and success of the Company. In 2002,
these elements consisted of a combination of base salary, cash bonuses and
stock options.
     .
The base salaries for executive officers are established after
consideration of factors such as the executives scope of responsibilities, the
executives current and future contributions to the Companys achievement of
financial results, the executives performance in the prior year, the
competitiveness in the marketplace for similar skills and abilities, salaries
in the Companys industry for similar positions, the historical salary actions
and relative salary levels of similar positions within the Company, and for
executive officers other than the Chief Executive Officer, the
10Table of Contents

recommendations from the Companys Chief Executive Officer. The base salary for
the Companys executive officers is established by the terms of an employment
agreement with the Company. Increases in base salary are generally based upon
enhanced individual performance targets, maintaining a competitive base salary
with the external marketplace and increases in an executives scope of
responsibilities.

The Company believes that it is important to tie a significant portion of
the compensation of executive officers to the attainment of corporate success,
thus aligning the objectives and rewards of Company executives with those of
the stockholders of the Company. Executive officers are eligible to receive
bonuses based upon overall business performance against the Companys goals and
the extent to which each executive meets certain personal performance
measurements, and for executive officers other than the Chief Executive
Officer, the recommendations from the Companys Chief Executive Officer.

The Board of Directors of the Company authorized the Compensation
Committee to grant incentive and non-statutory stock options under the
Companys 1997 Incentive and Non-Qualified Stock Option Plan (the 1997 Plan)
to executive officers of the Company. The Compensation Committee determines the
price and terms at which such options are granted. The Compensation Committee
uses stock options as an element of the compensation package of executive
officers because it believes options provide an incentive to executives to
maximize stockholder value and because options compensate executives only to
the extent that the Companys stockholders receive a return on their
investment. Moreover, because options granted to executive officers generally
become exercisable over a three- or four-year period and terminate upon or
shortly after the termination of the executives employment with the Company,
stock options serve as a means of retaining these executives. In determining
the total number of shares of common stock to be covered by option grants to
executive officers in a given year, the Compensation Committee takes into
account the number of outstanding shares of common stock, the number of shares
reserved for issuance under the Companys 1997 Plan, recommendations of
management concerning option grants to employees other than the executive
officers, and the Companys projected hiring needs for the coming year. In
making individual stock option grants to executives, the Compensation Committee
considers the same factors considered in the determination of base salary
levels, as well as the stock and option holdings of each executive and the
remaining vesting schedule of such executives options.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
Code), generally disallows a tax deduction to public companies for certain
compensation in excess of $1 million paid to the Companys Chief Executive
Officer and the four other most highly compensated executive officers. Certain
compensation, including qualified performance-based compensation, will not be
subject to the deduction limit if certain requirements are met. The
Compensation Committee reviews the potential effect of Section 162(m)
periodically and generally seeks to structure the compensation granted to the
Companys executive officers through option issuances under the Employee Plan
in a manner that is intended to avoid disallowance of deductions under Section
162(m). Nevertheless, the Compensation Committee reserves the right to use its
judgment to authorize compensation payments which may be in excess of the
Section 162(m) limit when the Compensation Committee believes such payments are
appropriate and in the best interests of its stockholders, after taking into
consideration changing business conditions and the performance of its
employees. In any event, there can be no assurance that compensation
attributable to stock options granted under the Employee Plan will qualify as
performance-based compensation exempt from Section 162(m).

By the Compensation Committee of the Board of Directors of the Company,

| |  |                                  
| |  | ---------------------------------
| |  | Henry Feinberg
William J. Lansing

11



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##### Table of Contents






STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on
the Common Stock of the Company from August 4, 2000 (the date the Common Stock
of the Company commenced public trading) through December 31, 2002 (the end of
the most recent fiscal year) with the cumulative total return during this
period of (i) the Nasdaq Stock Market (U.S.) Index and (ii) the Nasdaq Computer
& Data Processing Index. This graph assumes the investment of $100 on August 4,
2000 in the Companys Common Stock, the Nasdaq Stock Market (U.S.) Index and
the Nasdaq Computer & Data Processing Index, and assumes dividends are
reinvested.

(STOCK PERFORMANCE GRAPH)

|                                        |  |         |        |          |  |           |        |          |  |          |        |          |  |           |        |          |  |         |       |         |  |           |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       | 
|--------------------------------------- |  | ------- | ------ | -------- |  | --------- | ------ | -------- |  | -------- | ------ | -------- |  | --------- | ------ | -------- |  | ------- | ----- | ------- |  | --------- | ----- | ------- |  | - | ----- |  |  | - | ----- |  |  | - | ----- |  |  | - | ----- |  |  | - | ----- |  |  | - | ----- | 
|                                        |  | Aug. 4, |        | Aug. 31, |  | Sept. 29, |        | Dec. 29, |  | Mar. 30, |        | June 29, |  | Sept. 28, |        | Dec. 31, |  | Mar. 28 |       | June 28 |  | Sept. 30, |       | Dec. 31
|                                        |  | 2000    |        | 2000     |  | 2000      |        | 2000     |  | 2001     |        | 2001     |  | 2001      |        | 2001     |  | 2002    |       | 2002    |  | 2002      |       | 2002   
|                                        |  |         |        |          |  |           |        |          |  |          |        |          |  |           |        |          |  |         |       |         |  |           |       |        
|EXE Technologies, Inc                   |  | $       | 100.00 |          |  | $         | 220.78 |          |  | $        | 184.62 |          |  | $         | 160.00 |          |  | $       | 83.08 |         |  | $         | 72.12 |         |  | $ | 25.11 |  |  | $ | 62.65 |  |  | $ | 26.46 |  |  | $ | 13.78 |  |  | $ | 7.99  |  |  | $ | 6.77  | 
|NASDAQ Stock Market
(U.S.) Index        |  | $       | 100.00 |          |  | $         | 111.12 |          |  | $        | 96.69  |          |  | $         | 64.74  |          |  | $       | 48.33 |         |  | $         | 56.96 |         |  | $ | 39.52 |  |  | $ | 51.37 |  |  | $ | 49.02 |  |  | $ | 29.79 |  |  | $ | 31.91 |  |  | $ | 35.98 | 
|Nasdaq Computer & Data
Processing Index |  | $       | 100.00 |          |  | $         | 110.01 |          |  | $        | 100.55 |          |  | $         | 62.09  |          |  | $       | 45.30 |         |  | $         | 58.98 |         |  | $ | 36.08 |  |  | $ | 50.00 |  |  | $ | 45.42 |  |  | $ | 35.84 |  |  | $ | 27.63 |  |  | $ | 33.60 | 

12



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##### Table of Contents






ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Equity Compensation Plan Information

The information required with respect to the securities authorized for
issuance under equity compensation plans is set forth in the table below.

|                                                           |  |                                      |           |                  |  |                 |       |  |  |  |         | 
|---------------------------------------------------------- |  | ------------------------------------ | --------- | ---------------- |  | --------------- | ----- |  |  |  | ------- | 
|                                                           |  | Equity Compensation Plan Information
|                                                           |  |                                     
|                                                           |  | Number of                            |           | Weighted         |  |                 |       | 
|                                                           |  | securities to be                     |           | average exercise |  |                 |       | 
|                                                           |  | issued upon                          |           | price of         |  | Number of      
|                                                           |  | exercise of                          |           | outstanding      |  | securities     
|                                                           |  | outstanding                          |           | options,         |  | remaining      
|                                                           |  | options, warrants                    |           | warrants and     |  | available for  
|Plan Category                                              |  | and rights.                          |           | rights           |  | future issuance
|Equity compensation
plans approved by
security holders     |  |                                      | 1,352,298 |                  |  | $               | 32.58 |  |  |  | 710,046 | 
|Equity compensation
plans not approved
by security holders |  |                                      |          |                  |  |                 |      |  |  |  |        | 
|                                                           |  |                                      |           |                  |  |                 |       |  |  |  |         | 
|Total                                                      |  |                                      | 1,352,298 |                  |  | $               | 32.58 |  |  |  | 710,046 | 
|                                                           |  |                                      |           |                  |  |                 |       |  |  |  |         | 

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##### Table of Contents



Beneficial Ownership of Voting Stock

The following table sets forth the beneficial ownership of the Companys
Common Stock as of January 31, 2003 (or such other date as otherwise indicated
in the footnotes below), (i) by each person who is known by the Company to
beneficially own more than 5% of the outstanding shares of Common Stock, (ii)
by each director, (iii) by each of the current and former officers for whom we
are required to provide information, and (iv) by all current directors and
executive officers as a group.

|                                                                        |  |                       |           |                       |  |  |      |  
|----------------------------------------------------------------------- |  | --------------------- | --------- | --------------------- |  |  | ---- | -
|                                                                        |  | Number of Shares of   |           | Percentage of        
|Name and Address of                                                     |  | Common Stock          |           | Common               
|Beneficial Owner                                                        |  | Beneficially Owned(1) |           | Stock Outstanding (2)
|5% Stockholders                                                         |  |                       |           |                       |  |  |      |  
|Entities affiliated with General Atlantic Partners, LLC (3)             |  |                       | 2,003,936 |                       |  |  | 30.1 | %
|William J. Lansing(4)                                                   |  |                       | 2,003,936 |                       |  |  | 30.1 | %
|Symphony Technology II-A, L.P. (5)                                      |  |                       | 651,455   |                       |  |  | 9.8  | %
|Symphony Technology II GP, LLC (5)                                      |  |                       | 651,455   |                       |  |  | 9.8  | %
|Symphony Technology Group, LLC (5)                                      |  |                       | 651,455   |                       |  |  | 9.8  | %
|Romesh Wadhwani (6)                                                     |  |                       | 760,026   |                       |  |  | 11.4 | %
|Merrill Lynch & Co, Inc. (7)                                            |  |                       | 609,329   |                       |  |  | 9.2  | %
|Entities Associated With Technology Crossover Ventures (8)              |  |                       | 585,425   |                       |  |  | 8.8  | %
|Henry J. Feinberg (8)                                                   |  |                       | 585,425   |                       |  |  | 8.8  | %
|Raymond R. Hood (9)                                                     |  |                       | 504,308   |                       |  |  | 7.5  | %
|Other Directors and Named Executive Officers                            |  |                       |           |                       |  |  |      |  
|Glen A. Dell                                                            |  |                       | *         |                       |  |  | *    |  
|Joseph L. Cowan (10)                                                    |  |                       | 71,428    |                       |  |  | 1.0  | %
|Mark R. Weaser (11)                                                     |  |                       | 60,203    |                       |  |  | *    |  
|Michael A. Burstein (12)                                                |  |                       | 33,427    |                       |  |  | *    |  
|Jeffrey R. Rodek (13)                                                   |  |                       | 7,678     |                       |  |  | *    |  
|Marc F. McMorris (14)                                                   |  |                       | *         |                       |  |  | *    |  
|Kenneth R. Vines                                                        |  |                       | *         |                       |  |  | *    |  
|Kenneth J. Powell (15)                                                  |  |                       | *         |                       |  |  | *    |  
|All current directors and executive officers as a group (9
persons)(16) |  |                       | 3,232,980 |                       |  |  | 48.6 | %



---

|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | The inclusion herein of any shares of Common Stock deemed beneficially
owned does not constitute an admission of beneficial ownership of those
shares. Unless otherwise indicated, to the knowledge of the Company based
upon information provided by such persons, each person listed above has
sole voting and investment power (or shares such power with his or her
spouse) with respect to the shares listed. For purposes of this table,
each person is deemed to beneficially own any shares subject to stock
options, warrants or other securities convertible into Common Stock, held
by such person which are exercisable (or convertible) as of or within 60
days of January 31, 2003. Unless otherwise indicated, the address of each
beneficial owner is c/o EXE Technologies, Inc., 8787 Stemmons Freeway,
Dallas, Texas 75247.
|   
|(2) |  | As of January 31, 2003, on which date there were a total of 6,651,395
shares of Common Stock outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(3) |  | Includes 1,363,535 shares of Common Stock held by General Atlantic
Partners 41, L.P. (GAP 41), 256,116 shares of Common Stock held by GAP
Coinvestment Partners, L.P. (GAPCO), 332,759 shares of Common                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

14



---



##### Table of Contents



|    |  | Stock held by General Atlantic Partners 57, L.P. (GAP57) and 51,526
shares of Common Stock held by GAP Coinvestment Partners II, L.P.
(GAPCOII). General Atlantic Partners, LLC (GAPLLC) is the general
partner of GAP41 and GAP57. The managing members of GAPLLC are Steven A.
Denning, Peter L. Bloom, Peter Currie, Mark F. Dzialga, Erik Engstrom,
Klaus Esser, William E. Ford, William O. Grabe, David C. Hodgson, Braden R.
Kelly, Rene M. Kern, William J. Lansing, Matthew Nimetz, Clifton S.
Robbins, Franchon M. Smithson, Tom C. Tinsley, Florian Wendelstadt and John
Wong. The managing members of GAPLLC (other than Mr. Klaus Esser) are also
the general partners of GAPCO and GAPCOII. GAP41, GAP57, GAPLLC, GAPCO and
GAPCOII are a group within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934, as amended. William J. Lansing, a director of the
Company, is a managing member of GAPLLC and a general partner of each of
GAPCO and GAPCOII. The address for the various General Atlantic entities
and each of the GAPLLC managing members (other than Messrs. Esser, Currie,
Kelly, Kern, Lansing, Wendelstadt and Wong) is c/o General Atlantic Service
Corporation, 3 Pickwick Plaza, Greenwich, Connecticut 06830. The address
for Messrs. Currie, Kelly and Lansing is c/o General Atlantic Service
Corporation, 228 Hamilton Avenue, Palo Alto, California 94301. The address
for Mr. Esser is Koenigsallee 62, 40212 Duesseldorf, Germany. The address
for Messrs. Kern and Wendelstadt is 83 Pall Mall, Sixth Floor, London SW1Y
5ES, United Kingdom. The address for Mr. Wong is 24 Raffles Place, 29-04
Clifford Center, Singapore 048621.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Includes 2,003,936 shares held by GAP 41, GAP 57, GAPCO and GAPCO II as
described in footnote 3 above. Mr. Lansing disclaims beneficial ownership
of all such securities except to the extent of his pecuniary interest
therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(5) |  | Information is based solely on a Schedule 13G filed with the SEC on May
16, 2002. Shares are held by Symphony Technology II-A, L.P. which shares
voting power and dispositive power with Symphony Technology II GP, LLC and
Symphony Technology Group, LLC. The shares of Common Stock held by
Symphony Technology II-A, L.P. include options to purchase 325,727 shares
of Common Stock from another stockholder of the Company exercisable on or
within 60 days of January 31, 2003. The address for the various Symphony
entities is 101 Redwood Shores Parkway, Suite 210, Redwood City, CA 94065.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(6) |  | Information is based solely on a Schedule 13G filed with the Securities
and Exchange Commission (SEC) on May 16, 2002. Includes 651,455 shares
of Common Stock held by Symphony Technology II-A, L.P. which shares voting
power and dispositive power with Symphony Technology II GP, LLC and
Symphony Technology Group, LLC. The shares of Common Stock held by
Symphony Technology II-A, L.P. include options to purchase 325,727 shares
of Common Stock from another stockholder of the Company exercisable on or
within 60 days of January 31, 2003. Mr. Wadhwani is the C.E.O. and
Managing Director of Symphony Technology II, GP, LLC and Symphony
Technology Group, LLC. Symphony Technology II, GP, LLC is the general
partner of Symphony Technology II-A, L.P. Mr. Wadhwanis address is 101
Redwood Shores Parkway, Suite 210, Redwood City, CA 94065.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(7) |  | Information is based solely on a Schedule 13G filed with the SEC on
January 16, 2003. According to the Schedule 13G, Merrill Lynch & Co., Inc.
made this Schedule 13G filing on behalf of Merrill Lynch Investment
Managers (MLIM) which has shared voting power and shared dispositive
power with respect to the shares. According to the Schedule 13G, MLIM
disclaims beneficial ownership of the shares. MLIM is an operating
division of Merrill Lynch & Co., Inc. whose address is World Financial
Center, North Tower, 250 Vessey Street, New York, NY 10381. Includes
447,943 shares of Common Stock held by Master Small Cap Value Trust as
well as shares of Common Stock held by two Merrill Lynch & Co., Inc.
indirectly-owned asset management subsidiaries, Fund Asset Management,
L.P. and Merrill Lynch Investment Managers, L.P. According to the
Schedule 13G, Master Small Cap Value Trust also disclaims beneficial
ownership of the shares. Master Small Cap Value Trust is a mutual fund
managed by MLIM whose address is 800 Scudders Mill Road, Plainsboro, NJ
08536.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(8) |  | Information is based solely on a Schedule 13G filed with the SEC on
February 13, 2003. Includes 536,681 shares of Common Stock held by TCV III
(Q), L.P., 24,303 shares of Common Stock held by TCV III Strategic
Partners, L.P., 20,191 shares of Common Stock held by TCV III, L.P. and
4,251 shares of Common Stock held by TCV III (GP) (the TCV Funds).
Under the operating agreement of Technology Crossover Management III,
L.L.C. (TCM III), which is the general partner of each of the TCV funds,
Jay C. Hoag and Richard H. Kimball have the independent power to cause the
funds managed by such entity to buy and sell securities of publicly traded
companies. As a result, Messrs. Hoag and Kimball may be                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

15



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##### Table of Contents



|     |  | deemed to have sole dispositive power and shared voting power with regard
to the securities held by the TCV Funds. Henry J. Feinberg, a director of
the Company and a non-managing member of TCM III, may be deemed to share
power with Messrs. Hoag and Kimball to cause the funds managed by such
entity to buy and sell the securities of the Company and to direct the
voting of the securities of the Company. Accordingly, Mr. Feinberg may
also be deemed to have shared dispositive power and shared voting power
with respect to the securities of the Company held by the TCV Funds. Each
of TCM III and Messrs, Hoag, Kimball and Feinberg disclaim beneficial
ownership of such securities except to the extent of their respective
pecuniary interests therein. The address for Messrs. Hoag, Kimball and
Feinberg and each of these entities is c/o Technology Crossover Ventures,
528 Ramona Street, Palo Alto, California 94301.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(9)  |  | Includes 110,857 shares held by Hood Partnership, Ltd., 18,714 shares
held by the Adam Belsky Irrevocable GST Exempt Trust, of which Mr. Hood is
the sole trustee, and 91,666 shares subject to options that were
exercisable on or within 60 days of January 31, 2003. Mr. Hood disclaims
beneficial ownership of the shares held by the Adam Belsky Irrevocable GST
Exempt Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|(10) |  | Includes 28,571 shares of vested restricted stock and 42,857 shares of
restricted stock held by Mr. Cowan, which vest in five equal annual
installments beginning November 6, 2003, over which Mr. Cowan currently
holds sole voting power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(11) |  | Includes 47,241 shares subject to options that were exercisable on or
within 60 days of January 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(12) |  | Mr. Burstein ceased serving as Senior Vice President, Chief Financial
Officer and Treasurer and as an executive officer of the Company on May
15, 2002, and his employment with the Company terminated on June 30, 2002.
Includes 32,857 shares subject to options that were exercisable on or
within 60 days of January 31, 2003, 142 shares held by Mr. Bursteins
spouse and 428 shares held by Mr. Bursteins spouse as custodian for their
children. Mr. Bursteins address is c/o Navini Networks, 2240 Campbell
Creek Boulevard, Suite 110, Richardson, TX 75082.                                                                                                                                                                                                                                                                                                                                                                        
|    
|(13) |  | Includes 6,250 shares subject to options that were exercisable on or
within 60 days of January 31, 2003. Mr. Rodeks address is c/o Hyperion
Solutions Corporation, 1344 Crossman Avenue, Sunnyvale, California 94089.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(14) |  | Mr. McMorris is a principal at GAP LLC and a director of the Company. He
has no beneficial ownership of the securities held by the various General
Atlantic entities described in footnote 3. The address for Mr. McMorris
is c/o General Atlantic Service Corporation, 3 Pickwick Plaza, Greenwich,
Connecticut 06830.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|(15) |  | Mr. Powell ceased serving as President and Chief Operating Officer and as
an executive officer of the Company on October 3, 2002, and his employment
with the Company terminated on October 31, 2002 and all of his options
have terminated without having been exercised. Mr. Powells address is
4004 Euclid Avenue, Dallas, TX 75205.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(16) |  | Includes 145,157 shares subject to options that were exercisable on or
within 60 days of January 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has entered into an agreement with Symphony Service
Corporation for offshore development services and Symphony Service Corporation
is wholly owned by Symphony Technology II-A, L.P. The amounts payable, under
such agreement during the fiscal year ended December 31, 2002, to Symphony
Service Corporation totaled $213,562.50.

The Company has entered into indemnification agreements with certain of
its directors and current executive officers, pursuant to which the Company
will indemnify such directors and executive officers in connection with his or
her service as a director or executive officer of the Company.

The Company has also entered into loan arrangements with certain of its
executive officers. For information regarding these loan arrangements, see
Employment Agreements. These loan arrangements pre-dated the enactment of the
Sarbanes-Oxley Act of 2002.

16



---



##### Table of Contents






ITEM 14. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Companys management, including the Companys Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures. The Companys disclosure controls
and procedures are designed to ensure that information required to be disclosed
by the Company in its periodic SEC filings is recorded, processed and reported
within the time periods specified in the SECs rules and forms. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Companys disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Companys periodic
SEC filings.

There were no significant changes in the Companys internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.




PART IV




ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The Company is amending the Index to Exhibits to include the certifications
required by 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley
Act of 2002, as Exhibit 99.2.



|(c) |  | Exhibits
|--- |  | --------

The following Exhibit is filed herewith:

|           |  |                                                  
|---------- |  | -------------------------------------------------
|Exhibit No |  | Description                                      
|           |  |                                                  
|99.2       |  | Certification pursuant to 18 U.S.C. Section 1850.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on April 29, 2003.

| |  |     |  |                                                                                                             
| |  | --- |  | ------------------------------------------------------------------------------------------------------------
| |  |     |  | EXE TECHNOLOGIES, INC.                                                                                      
| |  |     |  |                                                                                                             
| |  | By: |  | /s/ KENNETH R.VINES

Kenneth R. VinesSenior Vice President, Chief Financial
Officer, Secretary and Treasurer

17



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##### Table of Contents



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                     |  |                                                                                                                      |  |               
|------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                            |  | Title                                                                                                                |  | Date          
|                                     |  |                                                                                                                      |  |               
|/s/ JOE COWANJoe Cowan               |  | President, Chief Executive Officer
(Principal Executive Officer)
and Director                                        |  | April 29, 2003
|                                    
|/s/ KENNETH R. VINESKenneth R. Vines |  | Senior Vice President,
Chief Financial Officer, Secretary and
Treasurer (Principal Financial and
Accounting Officer) |  | April 29, 2003
|                                    
|/s/ RAYMOND R. HOODRaymond R. Hood   |  | Chairman of the Board of Directors                                                                                   |  | April 29, 2003
|                                    
|/s/ GLEN A. DELLGlen A. Dell         |  | Director                                                                                                             |  | April 29, 2003
|                                    
|/s/ HENRY FEINBERGHenry Feinberg     |  | Director                                                                                                             |  | April 29, 2003
|                                    
|/s/ WILL LANSINGWill Lansing         |  | Director                                                                                                             |  | April 29, 2003
|                                    
|/s/ MARC MCMORRISMarc McMorris       |  | Director                                                                                                             |  | April 29, 2003
|                                    
|/s/ JEFFREY R. RODEKJeffrey R. Rodek |  | Director                                                                                                             |  | April 29, 2003

18



---



##### Table of Contents






CERTIFICATION

I, Joe Cowan, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K/A of EXE
Technologies, Inc.;                                                                                                                                                                                                                                                                                                   
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;                                                       
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                                                                          
|
| | 4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                                                                         
|
| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;                                                                                   
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the Evaluation Date);
and                                                                                                                                                                                     
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;                                                                                                                                                                                                           
|
| | 5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent functions):                                                                                                                                
|
| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and                                                                                 
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                                                                                                         
|
| | 6. |  | The registrants other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

Date: April 29, 2003

| |  |                                                               
| |  | --------------------------------------------------------------
| |  | /s/ Joe Cowan

Joe Cowan
President and
Chief Executive Officer

19



---



##### Table of Contents






CERTIFICATION

I, Kenneth R. Vines, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K/A of EXE
Technologies, Inc.;                                                                                                                                                                                                                                                                                                   
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;                                                       
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                                                                          
|
| | 4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                                                                         
|
| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;                                                                                   
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the Evaluation Date);
and                                                                                                                                                                                     
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;                                                                                                                                                                                                           
|
| | 5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent functions):                                                                                                                                
|
| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and                                                                                 
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                                                                                                         
|
| | 6. |  | The registrants other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

|                                                                                                              
|--------------------------------------------------------------------------------------------------------------
|/s/ Kenneth R. Vines

Kenneth R. Vines
Senior Vice President,
Chief Financial Officer, Secretary and Treasurer

Date: April 29, 2003

20