<PAGE>

                                 PROMISSORY NOTE

US$250,000                                                      October 27, 2000


     FOR VALUE RECEIVED, Michael A. Burstein, a resident of Dallas, Texas
("Maker"), promises to pay to the order of EXE Technologies, Inc., a Delaware
corporation ("EXE"), the principal sum of Two Hundred Fifty Thousand Dollars
(US$250,000.00) (the "Principal Amount" as may be adjusted from time to time in
accordance with the terms hereof), which shall be due and payable as set forth
below:

     1.   The Principal Amount shall bear interest at a rate of eight and
one-half percent (8.5%) per annum. Interest shall be payable annually on each
anniversary of this Promissory Note. Interest on the outstanding Principal
Amount shall be calculated and applied on the basis of a three hundred
sixty-five (365) day year and the actual number of days elapsed during the
period commencing on the date hereof through and including October __, 2004
(the "Maturity Date"). All payments, including the Principal Amount, accrued
interest thereon and all other sums due hereunder, shall be due and payable in
full upon the earlier of: (a) an Event of Default (as hereinafter defined);
(b) the Maturity Date; or (c) the Maker's termination of employment with EXE.
Each payment made shall be applied: first, to any costs and charges incurred
hereunder; second, to accrued and unpaid interest; and third, to reduce the
Principal Amount.

     2.   The Principal Amount may be prepaid in full or in part at any time
without premium or penalty.

     3.   All payments, including the Principal Amount, interest thereon and
all other sums due hereunder shall be payable, in cash or by check, without
setoff or deductions, in lawful money of the United States of America at the
following address: EXE Technologies, Inc., 8787 Stemmons Freeway, Dallas,
Texas 75247, attention: CEO, or at such other place as the holder hereof, from
time to time, may designate in writing to Maker.

     4.   The happening of any of the following shall constitute an "Event of
Default" hereunder, the occurrence of which constitutes a demand for payment
by EXE to Maker without any further action whatsoever:

          a. The failure of Maker to pay when due any payment of the Principal
Amount, accrued interest thereon or any other payment due under the terms of
this Promissory Note; or

          b. The commencement of an involuntary case or the filing of a
petition against Maker seeking reorganization, arrangement, adjustment or
composition of or in respect of Maker under the Federal bankruptcy laws, as
now or hereafter constituted, or under any other applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or seeking the
appointment of a receiver, liquidator, custodian, trustee (or similar
official) of Maker for any substantial part of his properties, or seeking the
winding-up or liquidation of his affairs (and such involuntary case or
petition is not dismissed within sixty (60) days after the filing thereof), or
the commencement by Maker of a voluntary case or the institution by Maker of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by him
to the institution of bankruptcy or insolvency proceedings against him, under
the Federal bankruptcy laws as now or hereafter constituted, or any other
applicable Federal or State bankruptcy or insolvency or other similar law, or
the consent by Maker to the appointment of or taking possession by a receiver,
liquidator, trustee, custodian (or other similar official) for any substantial
part of Maker's property, or the making by him of any assignment for the
benefit of creditors or the admission by him in writing of his inability to
pay his debts generally as such debts become due.

          5. In the event that there shall occur an Event of Default or Maker
fails to fully and timely perform any of his obligations under this Promissory
Note, payment of the Principal Amount and any accrued interest thereon may be
enforced and recovered, in whole or in part, at any time by one or more of the
remedies provided to

<PAGE>

EXE in this Promissory Note, that certain Pledge Agreement between Maker and EXE
dated the date hereof, or under applicable law. In such case, EXE may set off
against any amounts owed to Maker, including wages, bonuses, expense
reimbursements or other payments due Maker from EXE, the Principal Amount, any
accrued interest and any other amounts due EXE from Maker under this Promissory
Note. Also, in such case EXE shall also recover all costs of suit and other
expenses in connection therewith, together with the reasonable attorneys' fees
for collection and interest on any judgment obtained by EXE from and after the
date of any execution, judicial or foreclosure sale until actual payment is made
to EXE of the full amount due EXE.

          6. Maker hereby waives presentment for payment, demand, notice of
demand, notice of nonpayment or dishonor, protest and notice of protest of
this Promissory Note, and all other notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this
Promissory Note. Maker agrees that Maker's liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by EXE. Maker agrees that additional
guarantors or sureties may become parties hereto without notice to Maker or
affecting its liability hereunder. Maker hereby waives and releases all
errors, defects and imperfections in any proceeding instituted by EXE under
the terms of this Promissory Note.

          7. If Maker is required by the government or taxing authority of the
United States to deduct or withhold any taxes or duties from the monies
payable to EXE by Maker under this Agreement, then Maker shall pay to EXE the
gross amount of such monies, so that the net amount received by EXE (after
withholding or deducting the required amount) is equal to the amount
originally owed.

          8. Except as otherwise expressly provided in this Agreement, Maker
shall pay directly, and indemnify EXE against and repay EXE on demand for, any
and all income, franchise, sales, use, personal property, or other taxes,
levies, customs, duties or other imposts or fees, together with any loss,
liability, claim, costs or expenses, interest and penalties incurred by EXE as
a result of Maker's failure to pay any such taxes when due.

          9. If any provision of this Promissory Note is held to be invalid or
unenforceable by a court of competent jurisdiction, then the other provisions
of this Promissory Note shall remain in full force and effect and shall be
liberally construed in favor of EXE in order to effect the provisions of this
Promissory Note.

          10. All rights and remedies of EXE under this Promissory Note and
any applicable law are separate and cumulative, and the exercise of one shall
not limit or prejudice the exercise of any other such rights or remedies. The
enumeration in this Promissory Note of any waivers or consents by Maker shall
not be deemed exclusive of any additional waivers or consents by Maker which
may be deemed to exist in law or equity. No delay or omission by EXE in
exercising any right or remedy shall operate as a waiver thereof. No waiver of
any rights and remedies hereunder, and no modification or amendment of this
Promissory Note, shall be deemed made by EXE unless in writing and duly signed
by an officer of EXE. Any such written waiver shall apply only to the
particular instance specified therein and shall not impair the further
exercise of such right or remedy or of any other right or remedy of EXE, and
no single or partial exercise of any right or remedy under this Promissory
Note shall preclude any other or further exercise thereof or any other right
or remedy.

          11. Maker will reimburse EXE, upon demand, for all costs and
expenses incurred in connection with the collection and/or enforcement of this
Promissory Note or with respect to any litigation or controversy arising from
this Promissory Note (including, without limitation, attorneys' fees) whether
or not suit is actually instituted.

          12. Maker hereby irrevocably submits to the personal and exclusive
jurisdiction of the state courts of the State of Texas in and for the County
of Dallas or the United States District Court for the Northern District of
Texas over any suit, action or proceeding arising out of or relating to this
Promissory Note. Maker hereby irrevocably waives, to the fullest extent
permitted by applicable law, any objection which Maker may now have or
hereafter have to the laying of the venue of any such suits, action or
proceeding brought in such courts and any claim that any such suit, action or
proceeding brought in such courts has been brought in an inconvenient forum.

                                    -2-

<PAGE>

Maker agrees that, to the fullest extent permitted by applicable law, a final
judgment in any such suit, action, or proceeding brought in such courts shall be
conclusive and binding upon Maker, and may be enforced in any courts in the
jurisdiction of which Maker is or may be subject by a suit upon such judgment.

          13. Maker agrees that this Promissory Note shall be governed by and
construed according to the laws of the State of Texas, U.S.A. without regard
to the principles of conflicts of laws of any jurisdiction.

          14. This Promissory Note shall be binding upon the heirs, executors
and administrators of Maker and shall inure to the benefit of EXE and its
successors and assigns.

          15. This Promissory Note represents a full recourse obligation of
Maker.

          16. The parties further acknowledge that obligations of Maker to EXE
are subject to certain terms regarding forgiveness of indebtedness set forth
in that certain Amended and Restated Employment Agreement dated as of October
__, 2000.

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, signs and seals this Promissory Note, on the date first above written.



                                /s/ Michael A. Burstein
                               ----------------------------------------
                               Michael A. Burstein


                               Address:

















                                    -3-