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                                  CONFIDENTIAL


                             EXE TECHNOLOGIES, INC.

                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT is made on this 2nd day of July,
1999 by and between Richard J. Sherman, a resident of Westborough, MA (the
"Employee"), and EXE Technologies, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company") with its headquarters
in Dallas, Texas.

                  WHEREAS, the Company is engaged in the business of
providing supply chain execution software and related services for warehouse,
distribution and logistics facilities worldwide (the "Business"); and

                  WHEREAS, the Company desires to employ the Employee and the
Employee desires to be employed by the Company for a period of time in the
future upon the terms and conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the mutual covenants
and obligations contained herein, and intending to be legally bound, the
parties, subject to the terms and conditions set forth herein, agree as
follows:

                  1.       EMPLOYMENT AND TERM.

                   The Company hereby employs the Employee and the Employee
hereby accepts employment with the Company for the position detailed in
Schedule A attached hereto, for a period of three (3) years from the date of
the commencement of employment (the "Start Date") specified in Schedule A
attached hereto (the "Initial Term").

                   (a) At the end of the Initial Term, this Agreement shall
automatically renew for successive additional periods of one (1) year, unless
terminated by either party upon no less than ninety (90) days prior written
notice to the other party prior to the expiration of the Initial Term or any
such renewal period. The Initial Term of employment and any renewal periods
hereunder, subject to the provisions of Section 8 hereof, are hereinafter
referred to as the "Term."

                  2. DUTIES. During the Term, the Employee shall serve the
Company faithfully and to the best of his/her ability and shall devote
his/her full time, attention, skill and efforts to the performance of the
duties required by or appropriate for the Position. The Employee shall assume
such duties and responsibilities as may be customarily incident to such a
position, and such additional and other duties as may be assigned to the
Employee from time to time by their Reporting Manager, including, without
limitation, the duties and responsibilities set forth in Schedule A attached
hereto. The Employee shall report to the person designated in Schedule A.

                  3. OTHER BUSINESS ACTIVITIES. During the Term, the Employee
shall not, without the prior written consent of the Company in its sole
discretion, directly or indirectly engage in any other business activities or
pursuits whatsoever, except activities in connection with charitable or civic
activities, personal investments and serving as an executor, trustee or in
other similar fiduciary capacity; provided

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that such activities do not interfere with his/her performance of his/her
responsibilities and obligations pursuant to this Agreement.

                  4. COMPENSATION. The Company shall pay the Employee, and
the Employee hereby agrees to accept, as compensation for all services
rendered hereunder and for the Employee's intellectual property covenants and
assignments and covenant not to compete as provided for in Sections 6 and 7
hereof, the compensation set forth in this Section 4.

                     4.1 SALARY. The Company shall pay the Employee an
initial base salary at the annual rate detailed in Schedule A attached
hereto. The Base Salary shall be inclusive of all applicable income, social
security and other taxes and charges that are required by law to be withheld
by the Company, are requested to be withheld by the Employee, and shall be
withheld and paid in accordance with the Company's normal payroll practice
for its similarly situated employees from time to time in effect. The Base
Salary may be increased from time to time by the Compensation Committee of
the Company in its discretion.

                     4.2 INCENTIVE COMPENSATION PROGRAM. The Employee shall
be entitled to participate in the Incentive Compensation Plan that has been
established by and at the discretion of the Company, based upon the
achievement of written individual and corporate objectives as determined
between the employee and the President of the Company. During the Initial
Term, the Employee shall be entitled to receive the non-recoverable draw
specified in Schedule A (the "Draw") against any compensation that would
otherwise be due to him under the terms of the Incentive Compensation Plan.
The Draw will be paid in accordance with the Company's normal payroll
practice for its similarly situated employees from time to time in effect.

                     4.3      EQUITY PARTICIPATION.

                              (a) The Company shall grant to the Employee an
incentive stock option to purchase shares of common stock of the Company
("Common Stock"), the exercise price for which shall be no less than the fair
market value of the Class B Common Stock on the date of this Agreement as
determined by the Board of Directors of the Company, all as more fully
detailed in Schedule B attached hereto. The Option shall be subject to and in
accordance with the provisions of the Amended and Restated 1997 Stock Option
Plan of the Company (the "Plan") substantially in the form attached hereto as
Schedule C.

                              (b) All shares of Common Stock issued under the
Option shall be subject to the terms and provisions of a Stock Purchase and
Restriction Agreement as required by the Plan.

                     4.4 FRINGE BENEFITS. The Employee shall be entitled to
participate in any health or dental programs or other non-salary
consideration (disability, sick leave) as are Company standard. Such programs
are described in Schedule E attached hereto. The Employee shall be eligible
for the vacation program set forth in Schedule E.

                     4.5 CAR ALLOWANCE. The Company shall pay to the Employee
a monthly car allowance to compensate the Employee for the cost of leasing,
insuring and purchasing fuel for a vehicle of similar quality as the
Company's other executive employees. The car allowance is payable monthly,
commencing on the date of this Agreement, in accordance with the Company's
normal payroll practices.

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                     4.6 HOME OFFICE ALLOWANCE. The Company will reimburse
the Employee for reasonable business expenses associated with the Employee's
home office, including expenses for: cell phone; home office phone; ISDN,
cable modem, or ADSL; and office equipment. Office equipment includes a fax
machine, laptop computer, and printer. EXE does not reimburse for office
furniture.

                     4.7 REIMBURSEMENT OF EXPENSES. The Employee shall be
reimbursed for all normal items of travel and entertainment and miscellaneous
expenses reasonably incurred by him/her on behalf of the Company, provided
that such expenses are documented and submitted to the Company all in
accordance with the reimbursement policies of the Company as in effect from
time to time.

                  5. CONFIDENTIALITY. The Employee recognizes and
acknowledges that the Proprietary Information (as hereinafter defined) is a
valuable, special and unique asset of the Company. As a result, both during
the Term and for a period of two (2) years thereafter, the Employee shall
not, without the prior written consent of the Company, for any reason either
directly or indirectly divulge to any third-party or use for his/her own
benefit, or for any purpose other than the exclusive benefit of the Company,
any confidential, proprietary, business and technical information or trade
secrets of the Company or of any subsidiary or affiliate of the Company (the
"Proprietary Information") revealed, obtained or developed in the course of
his/her employment with the Company. Proprietary Information shall include,
but shall not be limited to: the intangible personal property described in
Section 6(b) hereof; any information relating to methods of production,
manufacture and research; hardware and software configurations, computer
codes or instructions (including source and object code listings, program
logic algorithms, subroutines, modules or other subparts of computer programs
and related documentation, including program notation), computer inputs and
outputs (regardless of the media on which stored or located) and computer
processing systems, techniques, designs, architecture, and interfaces; the
identities of, the Company's relationship with, the terms of contracts and
agreements with, the needs and requirements of, and the Company's course of
dealing with, the Company's actual and prospective customers, contractors and
suppliers; and any other materials prepared by the Employee in the course of
his/her employment by the Company, or prepared by any other employee or
contractor of the Company for the Company or its customers, (including
concepts, layouts, flow charts, specifications, know-how, user or service
manuals, plans, sketches, blueprints, costs, business studies, business
procedures, finances, marketing data, methods, plans, personnel information,
customer and vendor credit information and any other materials that have not
been made available to the general public). Nothing contained herein shall
restrict the Employee's ability to make such disclosures during the course of
his/her employment as may be necessary or appropriate to the effective and
efficient discharge of the duties required by or appropriate for the Position
or as such disclosures may be required by law. Furthermore, nothing contained
herein shall restrict the Employee from divulging or using for his/her own
benefit or for any other purpose any Proprietary Information that is readily
available to the general public so long as such information did not become
available to the general public as a direct or indirect result of the
Employee's breach of this Section 5. Failure by the Company to mark any of
the Proprietary Information as confidential or proprietary shall not affect
its status as Proprietary Information under the terms of this Agreement.

                  6.       PROPERTY.

                           (a) All right, title and interest in and to
Proprietary Information shall be and remain the sole and exclusive property
of the Company. During the Term, the Employee shall not remove from the
Company's offices or premises any documents, records, notebooks, files,
correspondence, reports, memoranda or similar materials of or containing
Proprietary Information, or other materials or property of any kind belonging
to the Company unless necessary or appropriate in accordance with the duties
and responsibilities required by or appropriate for the Position and, in the
event that such materials or property are removed, all of the foregoing shall
be returned to their proper files or places of safekeeping

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                                   CONFIDENTIAL
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as promptly as possible after the removal shall serve its specific purpose.
The Employee shall not make, retain, remove and/or distribute any copies of
any of the foregoing for any reason whatsoever, except as may be necessary in
the discharge of the assigned duties, and shall not divulge to any third
person the nature of and/or contents of any of the foregoing or of any other
oral or written information to which he/she may have access or with which for
any reason he/she may become familiar, except as disclosure shall be
necessary in the performance of the duties; and upon the termination of
his/her employment with the Company, he/she shall return to the Company all
originals and copies of the foregoing then in the possession, whether
prepared by the Employee or by others.

                           (b) (i) The Employee acknowledges that all right,
title and interest in and to any and all writings, documents, inventions,
discoveries, computer programs or instructions (whether in source code,
object code, or any other form), algorithms, formulae, plans, memoranda,
tests, research, designs, innovations, systems, analyses, specifications,
models, data, diagrams, flow charts, and/or techniques (whether reduced to
written or electronic form or otherwise) that the Employee creates, makes,
conceives, discovers or develops, either solely or jointly with any other
person, at any time during the Term, whether during working hours or at the
Company's facility or at any other time or location, and whether upon the
request or suggestion of the Company or otherwise, and that relate to or are
useful in any way in connection with the Business now or hereafter carried on
by the Company (collectively, "Intellectual Work Product") shall be the sole
and exclusive property of the Company. The Employee shall promptly disclose
to the Company all Intellectual Work Product, and the Employee shall have no
claim for additional compensation for the Intellectual Work Product.

                               (ii) The Employee acknowledges that all the
Intellectual Work Product that is copyrightable shall be considered a work
made for hire under United States Copyright Law. To the extent that any
copyrightable Intellectual Work Product may not be considered a work made for
hire under the applicable provisions of the United States Copyright Law, or
to the extent that, notwithstanding the foregoing provisions, the Employee
may retain an interest in any Intellectual Work Product that is not
copyrightable, the Employee hereby irrevocably assigns and transfers to the
Company any and all right, title, or interest that the Employee may have in
the Intellectual Work Product under copyright, patent, trade secret,
trademark and other intellectual property laws, in perpetuity or for the
longest period otherwise permitted by law, without the necessity of further
consideration. The Company shall be entitled to obtain and hold in its own
name all copyrights, patents, trade secrets, and trademarks with respect
thereto.

                               (iii) The Employee shall reveal promptly all
information relating to the Intellectual Work Product to an appropriate
officer of the Company, cooperate with the Company and execute such documents
as may be necessary or appropriate (A) in the event that the Company desires
to seek copyright, patent, trademark or other analogous protection thereafter
relating to the Intellectual Work Product, and when such protection is
obtained, renew and restore the same, or (B) to defend any opposition
proceedings in respect of obtaining and maintaining such copyright, patent,
trademark or other analogous protection.

                               (iv) In the event that the Company is unable
after reasonable effort to secure the Employee's signature on any of the
documents referenced in Section 6(b)(iii) hereof, whether because of the
Employee's physical or mental incapacity or for any other reason whatsoever,
the Employee hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as the Employee's agent and
attorney-in-fact, to act for and in his/her behalf and stead to execute and
file any such documents and to do all other lawfully permitted acts to
further the prosecution and issuance of any such copyright, patent, trademark
or other analogous protection with the same legal force and effect as if
executed by the Employee.

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                                   CONFIDENTIAL
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                               (v) The Employee represents that the
innovations, designs, systems, analyses, ideas for marketing programs, and
all copyrights, patents, trademarks and trade names, or similar intangible
personal property identified on Schedule D hereof comprises all of the
innovations, designs, systems, analyses, ideas for marketing programs, and
all copyrights, patents, trademarks and trade names, or similar intangible
personal property that the Employee has made or conceived of prior to the
date hereof, and same are excluded from the operation of the other provisions
of this Section 6(b).

                  7.       COVENANT NOT TO COMPETE.

                          (a) The Employee shall not, anywhere in the world,
during the Term and for a period thereafter of: (x) one (1) year, in the case
of a termination of the Employee's employment hereunder pursuant to Section
8.4(a) (but not including a termination without cause pursuant to Section
8.5); or (y) two (2) years, in the case of a termination of the Employee's
employment hereunder for any other reason (including pursuant to Section 8.5)
(the "Restricted Period"), do any of the following directly or indirectly
without the prior written consent of the Company in its sole discretion:

                              (i) engage or participate, directly or
indirectly, in any business activity directly competitive with the Business
or the business of any of the Company's subsidiaries or affiliates as
conducted during the Term (each, a "Competitor" and, for the purposes of this
Agreement, each of the companies listed in Schedule F shall be deemed to be
competitors);

                              (ii) become interested (as owner, proprietor,
promoter, stockholder, lender, partner, co-venturer, director, officer,
employee, agent, consultant or otherwise) in any Competitor, or become
interested in (as owner, stockholder, lender, partner, co-venturer, director,
officer, employee, agent, consultant or otherwise) any portion of the
business of any person, firm, corporation, association or other entity where
such portion of such business is directly competitive with the Business of
the Company or the business of any subsidiary or affiliate of the Company as
conducted during the Term (notwithstanding the foregoing, the Employee may
hold not more than one percent (1%) of the outstanding securities of any
class of any publicly-traded securities of a company that is engaged in
activities referenced in Section 7(a) hereof);

                              (iii) solicit or call on, either directly or
indirectly, any (A) customer with whom the Company shall have dealt at any
time during the two (2) year period immediately preceding the termination of
the Employee's employment hereunder, or (B) supplier or distributor with whom
the Company shall have dealt at any time during the two (2) year period
immediately preceding the termination of the Employee's employment hereunder;

                              (iv) influence or attempt to influence any
supplier, distributor, customer or potential customer of the Company to
terminate or modify any written or oral agreement or course of dealing with
the Company; or

                              (v) influence or attempt to influence any
person either (A) to terminate or modify the employment, consulting, agency,
distributorship or other arrangement with the Company, or (B) to employ or
retain, or arrange to have any other person or entity employ or retain, any
person who has been employed or retained by the Company as an employee,
consultant, agent or distributor of the Company at any time during the twelve
month period immediately preceding the termination of the Employee's
employment hereunder.

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                          (b) The Employee hereby acknowledges that the
limitations as to time, character or nature and geographic scope placed on
his/her subsequent employment by this Section 7 are reasonable and fair and
will not prevent or materially impair his/her ability to earn a livelihood.

                   8. EARLY TERMINATION. The Employee's employment hereunder
may be terminated during the Term upon the occurrence of any one of the
events described in this Section 8. Upon termination, the Employee shall be
entitled only to such compensation and benefits as described in this Section
8.

                      8.1      TERMINATION FOR DISABILITY.

                               (a) In the event of the disability of the
Employee such that the Employee is unable to perform the duties and
responsibilities hereunder to the full extent required by this Agreement by
reasons of illness, injury or incapacity for a period of more than sixty (60)
consecutive days or more than forty-five (45) days, in the aggregate, during
any ninety (90) day period ("Disability"), the Employee's employment
hereunder may be terminated by the Company.

                               (b) In the event of a termination of the
Employee's employment hereunder pursuant to Section 8.1(a), the Employee will
be entitled to receive all accrued and unpaid (as of the date of such
termination) Base Salary and other forms of compensation and benefits payable
or provided in accordance with the terms of any then existing compensation or
benefit plan or arrangement, including payment prescribed under and
disability of life insurance plan or arrangement in which he/she is a
participant or to which he/she is a party as an employee of the Company;
provided that the Employee has complied with all of his/her obligations under
this Agreement and continues to comply with all of his/her surviving
obligations hereunder listed in Section 10. Except as specifically set forth
in this Section 8.1(b), the Company shall have no liability or obligation to
the Employee for compensation or benefits hereunder by reason of such
termination.

                      8.2      TERMINATION BY DEATH. In the event that the
Employee dies during the Term, the Employee's employment hereunder shall be
terminated thereby and the Company shall pay to the Employee's executors,
legal representatives or administrators an amount equal to: the accrued and
unpaid portion of the Base Salary and other compensation for the month in
which he/she dies. Except as specifically set forth in this Section 8.2, the
Company shall have no liability or obligation hereunder to the Employee's
executors, legal representatives, administrators, heirs or assigns or any
other person claiming under or through him/her by reason of the Employee's
death, except that the Employee's executors, legal representatives or
administrators will be entitled to receive the payment prescribed under any
death or disability benefits plan in which he/she is a participant as an
employee of the Company, and to exercise any rights afforded under any
compensation or benefit plan then in effect.

                      8.3      TERMINATION FOR CAUSE.

                               (a) The Company may terminate the Employee's
employment hereunder at any time for "cause" upon written notice to the
Employee. For purposes of this Agreement, "cause" shall mean:

                                   (i) any material breach by the Employee of
any of his/her obligations under this Agreement;

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                                   CONFIDENTIAL
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                                    (ii) willful failure by the Employee to
perform satisfactorily the duties required by or appropriate for the
Position, as determined by the President of the Company or the Board of
Directors of the Company in his or its sole reasonable discretion;

                                    (iii) conduct of the Employee involving
any type of disloyalty to the Company or willful misconduct with respect to
the Company, including without limitation fraud, embezzlement, theft or
proven dishonesty in the course of the employment;

                                    (iv) conviction of a felony or other
criminal act punishable by more than one (1) year in prison;

                                    (v) commission by the Employee of an
intentional tort or an act involving moral turpitude or constituting fraud; or

                                    (vi) habitual alcohol or substance abuse
or addiction.

                                (b) In the event of a termination of the
Employee's employment hereunder pursuant to Section 8.3(a), the Employee
shall be entitled to receive all accrued but unpaid (as of the effective date
of such termination) Base Salary, benefits and bonuses. All Base Salary,
benefits and bonuses shall cease at the time of such termination, subject to
the terms of any benefit or compensation plan then in force and applicable to
the Employee. Except as specifically set forth in this Section 8.3, the
Company shall have no liability or obligation hereunder by reason of such
termination.

                        8.4      TERMINATION WITHOUT CAUSE.

                                (a) The Company may terminate the Employee's
employment hereunder at any time, for any reason, with or without cause,
effective upon the date designated by the Company upon thirty (30) days
written notice to the Employee.

                                (b) In the event of a termination of the
Employee's employment hereunder pursuant to Section 8.4(a), the Employee
shall be entitled to receive all accrued but unpaid (as of the effective date
of such termination) Base Salary, benefits and bonuses, plus a liquidated
termination fee equivalent to six (6) months Base Salary and Draw at the date
of termination payable in six (6) equal monthly installments..

                        8.5     CHANGE OF CONTROL. In the event of a Change
of Control of the Company during the Term, the Employee may elect to treat
such Change of Control as constructive termination of this Agreement without
Cause by the Company (other than for the purposes of Section 7(a)(x)). Such
election may be made by the Employee by sending written notice to the
Reporting Manager within ninety (90) days after the occurrence of the Change
in Control. Upon such election, the Employee shall be entitled to all of the
rights and benefits under this Agreement as if the Company had terminated
this Agreement without Cause pursuant to Section 8.4(a) as of the date
specified in such notice. For the purposes of this Agreement, a "Change of
Control" shall mean a transaction causing the Employee no longer to report to
Raymond Hood, provided that such transaction is either: (i) a sale, transfer,
assignment or other disposition (including by merger or consolidation) by
stockholders of the Company, in one transaction or a series of related
transactions, of more than a majority of the voting power represented by the
then outstanding capital stock of the Company to one or more stockholders or
other third parties, other than any such sales, transfers, assignments or
other dispositions by such stockholders to their respective heirs or
affiliates; or (ii) a sale, transfer, assignment or other disposition
(including by

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merger or consolidation), of all of the outstanding stock of the Company, or
of all or substantially all of the assets of the Company or a liquidation or
dissolution of the Company.

                           8.6      OPTIONS; REPURCHASE OF SHARES.

                   Upon the termination of the Employee's employment pursuant to
this Section 8 for any reason, all further vesting on all stock options and/or
restricted stock in the Company held by the Employee shall immediately cease as
of such date and thereafter such stock options shall be exercisable and any
restricted stock or other equity securities held by the Employee shall be
subject to repurchase by the Company in accordance with their respective terms
and the terms of any related agreements between the Company and the Employee.

                   9.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
EMPLOYEE.

                          (a) The Employee represents and warrants to the
Company that:

                              (i) There are no restrictions, agreements or
understandings whatsoever to which the Employee is a party which would
prevent or make unlawful the Employee's execution of this Agreement or the
Employee's employment hereunder, or which is or would be inconsistent or in
conflict with this Agreement or the Employee's employment hereunder, or would
prevent, limit or impair in any way the performance by the Employee of the
obligations hereunder; and

                              (ii) The Employee has disclosed to the Company
all restraints, confidentiality commitments or other employment restrictions
that he/she has with any other employer, person or entity.

                          (b) Upon and after his/her termination or cessation
of employment with the Company and until such time as no obligations of the
Employee to the Company hereunder exist, the Employee (i) shall provide a
complete copy of this Agreement to any prospective employer or other person,
entity or association in the Business, with whom or which the Employee
proposes to be employed, affiliated, engaged, associated or to establish any
business or remunerative relationship prior to the commencement thereof and
(ii) shall notify the Company of the name and address of any such person,
entity or association prior to his/her employment, affiliation, engagement,
association or the establishment of any business or remunerative relationship.

                   10.   SURVIVAL OF PROVISIONS. The provisions of this
Agreement set forth in Sections 5, 6, 7, 8 and 9 through 20 hereof shall
survive the termination of the Employee's employment hereunder.

                   11.   SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and be binding upon the Company and the Employee and their
respective successors, executors, administrators, heirs and/or permitted
assigns; provided that neither the Employee nor the Company may make any
assignments of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other parties hereto,
except that, without such consent, the Company may assign this Agreement to
any successor to all or substantially all of its assets and business by means
of liquidation, dissolution, merger, consolidation, transfer of assets, or
otherwise, provided that such successor assumes in writing all of the
obligations of the Company under this/her Agreement.

                   12.   NOTICE. Any notice hereunder by either party shall
be given by personal delivery or by sending such notice by certified mail,
return-receipt requested, or by overnight delivery with a reputable courier
service, addressed to the other party at its address set forth below or at
such other

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address designated by notice in the manner provided in this section. Such
notice shall be deemed to have been received upon the date of actual delivery
if personally delivered or, in the case of mailing, two (2) days after
deposit with the U.S. mail, or if by overnight delivery, the date of delivery.

                  If to the Employee:

                           Richard J. Sherman
                           4 Harvest Way
                           Westborough, MA  01581
                  If to the Company:

                           EXE Technologies, Inc.
                           8787 Stemmons Freeway
                           Dallas,  TX 75247
                           Attention: Raymond R. Hood, President and CEO

                  with a copy to:

                           EXE Technologies, Inc.
                           300 Baldwin Tower Boulevard
                           Eddystone, PA 19022
                           Attention: Christopher F. Wright, General Counsel

                  13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains
the entire agreement and understanding of the parties hereto relating to the
subject matter hereof, and merges and supersedes all prior and
contemporaneous discussions, agreements and understandings of every nature
between the parties hereto relating to the employment of the Employee with
the Company. This Agreement may not be changed or modified, except by an
agreement in writing signed by each of the parties hereto.

                  14. WAIVER. The waiver of the breach of any term or
provision of this Agreement shall not operate as or be construed to be a
waiver of any other or subsequent breach of this Agreement.

                  15. GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the State of Texas, without regard to
the principles of conflicts of laws of any jurisdiction.

                  16. INVALIDITY. If any provision of this Agreement shall be
determined to be void, invalid, unenforceable or illegal for any reason, then
the validity and enforceability of all of the remaining provisions hereof
shall not be affected thereby. If any particular provision of this Agreement
shall be adjudicated to be invalid or unenforceable, then such provision
shall be deemed amended to delete therefrom the portion thus adjudicated to
be invalid or unenforceable, such amendment to apply only to the operation of
such provision in the particular jurisdiction in which such adjudication is
made; provided that, if any provision contained in this Agreement shall be
adjudicated to be invalid or unenforceable because such provision is held to
be excessively broad as to duration, geographic scope, activity or subject,
then such provision shall be deemed amended by limiting and reducing it so as
to be valid and enforceable to the maximum extent compatible with the
applicable laws of such jurisdiction, such amendment only to apply with
respect to the operation of such provision in the applicable jurisdiction in
which the adjudication is made.

                  17. SECTION HEADINGS. The section headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.

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                  18.      NUMBER OF DAYS. In computing the number of days
for purposes of this Agreement, all days shall be counted, including
Saturdays, Sundays and legal holidays; provided that, if the final day of any
time period falls on a Saturday, Sunday or day which is a legal holiday in
Texas, then such final day shall be deemed to be the next day which is not a
Saturday, Sunday or legal holiday.

                  19.      SPECIFIC ENFORCEMENT; EXTENSION OF PERIOD.

                           (a) The Employee acknowledges that the
restrictions contained in Sections 5, 6, and 7 hereof are reasonable and
necessary to protect the legitimate interests of the Company and its
affiliates and that the Company would not have entered into this Agreement in
the absence of such restrictions. The Employee also acknowledges that any
breach by him/her of Sections 5, 6, or 7 hereof will cause continuing and
irreparable injury to the Company for which monetary damages would not be an
adequate remedy. The Employee shall not, in any action or proceeding to
enforce any of the provisions of this Agreement, assert the claim or defense
that an adequate remedy at law exists. In the event of such breach by the
Employee, the Company shall have the right to enforce the provisions of
Sections 5, 6, and 7 of this Agreement by seeking injunctive or other relief
in any court, and this Agreement shall not in any way limit remedies of law
or in equity otherwise available to the Company.

                           (b) The periods of time set forth in Sections 5, 6
and 7 hereof shall not include, and shall be deemed extended by, any time
required for litigation to enforce the relevant covenant periods, provided
that the Company is successful on the merits in any such litigation. The
"time required for litigation" is herein defined to mean the period of time
commencing on the earlier of the Employee's first breach of such covenants or
the service of process upon the Employee ending on the expiration of all
appeals related to such litigation.

                  20.      CONSENT TO SUIT. In the case of any dispute under
or in connection with this Agreement, the Employee may only bring suit
against the Company in the Courts of the State of Texas in and for the County
of Dallas or in the Federal District Court for such geographic location. The
Employee hereby consents to the jurisdiction and venue of the courts of the
State of Texas in and for the County of Dallas or the Federal District Court
for such geographic location, provided that such Federal Court has subject
matter jurisdiction over such dispute, and the Employee hereby waives any
claim he may have at any time as to FORUM NON CONVENIENS with respect to such
venue. The Company shall have the right to institute any legal action arising
out of or relating to this Agreement in any appropriate court and in any
jurisdiction. Any judgment entered against either of the parties in any
proceeding hereunder may be entered and enforced by any court of competent
jurisdiction. If an action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled
to recover, in addition to any other relief, reasonable attorneys' fees,
costs and disbursements.

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<PAGE>

                  21. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and all of
which together shall be deemed to be one and the same instrument.

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

                                       EXE Technologies, Inc.


                                       By: /s/ Raymond R. Hood
                                          ------------------------------------

                                       Title: President/CEO
                                             ---------------------------------



                                       Employee: /s/ Richard J. Sherman
                                                ------------------------------
                                                Richard J. Sherman






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<PAGE>

                                   SCHEDULE A

                           EMPLOYMENT AND COMPENSATION


POSITION:                              SENIOR VICE PRESIDENT, VISIONEERING

REPORTING MANAGER:                     RAY HOOD, PRESIDENT AND CEO

START DATE:                            JULY 12, 1999

BASE ANNUAL SALARY:                    $175,000

NON RECOVERABLE DRAW:                  $65,000

INCENTIVE COMPENSATION PLAN:           ATTACHED AS INCENTIVE COMP PLAN AND
                                       METRICS

RESPONSIBILITIES:                      ATTACHED AS JOB DESCRIPTION




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<PAGE>

                                   SCHEDULE B

INITIAL STOCK OPTION GRANT:

An incentive stock option to purchase 115,000 shares of Class B Common Stock
of the Company will be granted to the Employee on or about the date of this
Agreement. The exercise price will be determined by the Stock Option
Committee of the Company. The vesting will be as follows:

(a) 25,000 shares on the Start Date;

(b) 30,000 shares on the first anniversary of the Start Date;

(c) 30,000 shares on the second anniversary of the Start Date; and

(d) 30,000 shares on the third anniversary of the Start Date.








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