EXHIBIT 10.1

EXE TECHNOLOGIES, INC.  1997 INCENTIVE AND NON-QUALIFIED  STOCK OPTION PLAN

As Amended and Restated February 6, 2001

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EXE TECHNOLOGIES, INC.  1997 INCENTIVE AND NON-QUALIFIED  STOCK OPTION PLAN

Section 1.Name and Purposes of the Plan.

Section 2.Definitions.As used herein, the following definitions shall apply:

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Section 3.Administration.

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Section 4.Eligibility.



Section 5.Stock Subject to the Plan.

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Section 6.Terms and Conditions of Options.

Each Option granted under the Plan shall be authorized by the Administrator and shall be evidenced by an Option Agreement, which shall state or incorporate by
reference all other terms and conditions of the Plan including, without limitation, the following terms and conditions:

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Section 7.Fair Market Value of Common Stock.

The Fair Market Value of a Share of Common Stock, as of any date, shall be determined as follows:

Section 8.Adjustments.

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Section 9.Rights as a Stockholder.

An
Optionee shall have no rights as a stockholder of the Company and shall not have the right to vote nor receive dividends with respect to any Shares subject to an Option until such
Option has been exercised and a stock Certificate with respect to the Shares purchased upon such exercise of the Option has been issued to Optionee as set forth in Section 6(e)(4) and
(5) hereof.

Section 10.Forfeiture.

Notwithstanding any other provision of this Plan, (a) if an Optionee's employment with the Company is terminated by the Company pursuant to the cause
termination provisions of an applicable employment agreement, or (b) if the Optionee's employment or consulting relationship with the Company (as the case may be) is terminated and the Board
makes a determination that the Optionee (1) has engaged in any type of disloyalty to the Company, including without limitation, fraud, embezzlement, theft, or dishonesty in the course of
Optionee's employment or consulting relationship, (2) has been convicted of a felony or other crime involving a breach of trust or fiduciary duty owed to the Company, (3) has made an
unauthorized disclosure of trade secrets or confidential information of the Company, or (4) has breached any confidentiality agreement or non-competition agreement with the Company
in any material respect, then, at the election of the Board, all unexercised Options held by the Optionee (whether or not then exercisable) shall terminate. In the event of such an election by the
Board, in addition to immediate termination of all unexercised Options, the Optionee shall forfeit all Shares for which the Company has not yet delivered stock Certificates to the Optionee and the
Company shall refund to the Optionee the exercise price paid to it upon exercise of the Option with respect to such Shares. Notwithstanding anything herein to the contrary, the Company may withhold
delivery of stock Certificates pending the resolution of any inquiry that could lead to a finding resulting in forfeiture.

Section 11.Time of Granting Options.

The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination to grant the Option or such other date as
is determined by the Administrator. Notice of the determination shall be given to each Optionee to whom an Option is so granted within a reasonable time after the date of such grant.

Section 12.Modification, Extension, Renewal of Option.

Subject
to the terms and conditions of the Plan, the Administrator may modify, extend or renew an Option, or accept the surrender of an Option (to the extent not theretofore exercised);
provided that no Incentive Stock Option may be modified, extended or renewed if such action would cause such Option to cease to be an incentive stock option within the meaning of Section 422 of
the Code.

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Section 13.Transferability.

No Option may be sold, pledged, assigned, transferred or disposed of in any manner other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, his or her Options shall be exercisable by the Optionee. In the event of the Optionee's legal incapacity or Disability, the Option is exercisable by the Optionee's legal
guardian or representative.

Section 14.Power of Board if Change of Control.

Notwithstanding anything to the contrary set forth in this Plan, in the event of a Change of Control, the Board shall have the right, in its sole discretion, to
accelerate the vesting of all Options that have not vested as of the date of the Change of Control and/or to establish an earlier date for the expiration of the exercise of an Option (notwithstanding
a later expiration of exercisability set forth in an Option Agreement). In addition, in the event of a Change of Control of the Company, the Board shall have the right, in its sole discretion, subject
to and conditioned upon a Sale of the Company: (a) to arrange for the successor company (or other entity) to assume all of the rights and obligations of the Company under this Plan; or
(b) to terminate this Plan and (i) to pay to all Optionees cash with respect to those Options that are vested as of the date of the Sale of the Company in an amount equal to the
difference between the Option Price and the Fair Market Value of a Share of Common Stock (determined as of the date the Plan is terminated) multiplied by the number of Options that are vested as of
the date of the Sale of the Company which are held by the Optionee as of the date of the Sale of the Company, or (ii) to arrange for the exchange of all Options for options to purchase common
stock in the successor corporation, or (iii) to distribute to each Optionee other property in an amount equal to and in the same form as the Optionee would have received from the successor
corporation if the Optionee had owned the Shares subject to Options that are vested as of the date of the Sale of the Company rather than the Option at the time of the Sale of the Company. The form of
payment or distribution to the Optionee pursuant to this Section shall be determined by the Board in its sole discretion.

Section 15.Amendment or Termination of the Plan.

Insofar as permitted by law and the Plan, the Board may at any time suspend, terminate, discontinue, alter or amend the Plan in any respect whatsoever; provided,
however, that without prior approval of at least a majority of the stockholders entitled to vote thereon, no such revision or amendment may increase the aggregate number of Shares for which Options
may be granted hereunder, change the designation of the class of Optionees eligible to receive Options or decrease the price at which Options may be granted. Any other provision of this Section
notwithstanding, the Board specifically is authorized to adopt any amendment to this Plan deemed by the Board to be necessary or advisable to assure that the Incentive Stock Options or the
Non-Qualified Stock Options available under the Plan continue to be treated as such, respectively, under all applicable laws.

Section 16.Application of Funds.

The proceeds received by the Company from the sale of Shares pursuant to the exercise of Options shall be used for general corporate purposes.

Section 17.No Obligation to Exercise Option.

The
granting of an Option shall impose no obligation upon the Optionee to exercise such Option.

Section 18.Approval of Stockholders.

This Plan, and any amendments thereto, shall become effective on the date the Plan or amendment, as applicable, is adopted by the Board; provided that the Plan
shall become limited to a

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non-qualified stock option plan if, either in the case of the Plan's original adoption or in the case of an amendment increasing the number of shares reserved for award under the Plan or
changing the class of employees eligible for Incentive Stock Options ("material amendment"), the Plan or such material amendment is not approved by the stockholders of a majority of the Company's
outstanding voting stock within one year (365 days) of its adoption by the Board. The Administrator may grant Options hereunder prior to approval of the Plan, or any material amendments
thereto, by the holders of a majority of the Company's outstanding voting stock; provided that any and all Options so granted shall be converted into Non-Qualified Stock Options if the
Plan or material amendment, as applicable, is not approved by such stockholders within 365 days of its adoption.

Section 19.Conditions Upon Issuance of Shares.

Section 20.Reservation of Shares.

Section 21.Other Agreements.

Options
shall be evidenced by an Option Agreement in such form or forms as the Administrator (subject to the terms and conditions of this Plan) may from time to time approve, which
Option Agreement shall evidence and reflect the terms and conditions of an Option as set forth in Section 6 hereof. The Administrator may, from time to time, require such other agreements in
connection with the Option as it, in its sole discretion, deems advisable. The Option Agreement and any other

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agreement required by the Plan or the Option Agreement, as determined by the Administrator, may contain such other provisions as the Administrator in its discretion deems advisable and that are not
inconsistent with the provisions of this Plan, including, without limitation, restrictions upon or conditions precedent to the exercise of the Option.

Section 22.Taxes, Fees, Expenses and Withholding.

Section 23.Notices.

Any notice to be given to the Company pursuant to the provisions of this Plan shall be addressed to the Company in care of its Secretary (or such other person as
the Company may designate from time to time) at its principal executive office, and any notice to be given to an Optionee shall be delivered personally or addressed to the Optionee at the address
given beneath the signature of the Optionee on his or her Option Agreement, or at such other address as such Optionee or his or her permitted transferee (upon the transfer of the Shares) may hereafter
designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified, and deposited,
postage and registry or certification fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service. It shall be the obligation of each Optionee and each
permitted transferee holding Shares purchased upon exercise of an Option to provide the Secretary of the Company, by letter mailed as provided herein, with written notice of his or her direct mailing
address.

Section 24.No Enlargement of Employee Rights.

This Plan is purely voluntary on the part of the Company, and the continuance of the Plan shall not be deemed to constitute a contract between the Company and any
Employee or Consultant, or to be consideration for or a condition of the employment or service of any Employee or Consultant as the case may be. Nothing contained in this Plan shall be deemed to give
any Employee or Consultant the right to be retained in the employ or service of the Company, or to interfere with the right of the Company to discharge or retire any Employee or Consultant thereof at
any time. No Employee or Consultant shall have any right to or interest in Options authorized hereunder prior to the grant thereof to such Employee or Consultant, and upon such grant such Employee
shall have only such rights and interests as are expressly provided herein, subject, however, to all applicable provisions of the Company's Certificate of Incorporation, as the same may be amended
from time to time.

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Section 25.Information to Optionees.

The Company, upon request, shall provide without charge to each Optionee copies of such annual and periodic reports as are provided by the Company to its
stockholders generally.

Section 26.Availability of Plan.

A copy of this Plan shall be delivered to the Secretary of the Company and shall be shown to any eligible person making reasonable inquiry concerning it.

Section 27.Invalid Provisions.

In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall
not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision was not contained herein.

Section 28.Applicable Law.

This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 29.Administrator Action.

Notwithstanding anything to the contrary set forth in this Plan, any and all actions of the Administrator taken under or in connection with this Plan and any
agreements, instruments, documents, Certificates or other writings entered into, executed, granted, issued and/or delivered pursuant to the terms hereof, shall be subject to and limited by any and all
votes, consents, approvals, waivers or other actions of all or certain stockholders of the Company or other persons required pursuant to (a) the Company's Certificate of Incorporation (as the
same may be amended and/or restated from time to time), (b) the Company's Bylaws (as the same may be amended and/or restated from time to time), and (c) any other agreement, instrument,
document or writing now or hereafter existing, between or among the Company and its stockholders or other persons (as the same may be amended from time to time).

Section 30.Miscellaneous.

This Plan is intended to comply with the conditions and requirements for employee benefit plans under Rule 16b-3, as promulgated under
Section 16 of the Exchange Act such that Options granted pursuant to the Plan will be exempted from the provisions of Section 16(b) thereof. To the extent that any provision of the Plan
would cause a conflict with such requirements, such provision shall be deemed null and void to the extent permitted by applicable law. This section shall not be applicable if no class of the Company's
equity securities is then registered pursuant to Section 12 of the Exchange Act.

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EXE TECHNOLOGIES, INC.  1997 INCENTIVE AND NON-QUALIFIED  STOCK OPTION PLAN

INCENTIVE STOCK OPTION AGREEMENT

EXE TECHNOLOGIES, INC. (the "Company") hereby grants
to                        (the "Optionee") an option (the "Option") purchase a total
of                        
shares of Common Stock, $.01 par value per share, of the Company ("Common Stock"), at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the EXE
TECHNOLOGIES, INC. 1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (the "Plan") applicable to incentive stock options, which terms and provisions are incorporated herein by
reference. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan.

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|Date: |  |  | EXE TECHNOLOGIES, INC.
|----- |  |  | ----------------------
|      |  |  |                       
|      |  |  | By:                   
|      |  |  |                       
|      |  |  | Title:                
|      |  |  |                       

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ACKNOWLEDGMENT

The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms
and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan.

|Date: |  |  |                       | 
|----- |  |  | --------------------- | 
|      |  |  | Signature of Optionee
|      |  |  | Name                 
|      |  |  | Address              
|      |  |  | City, State, Zip     

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EXE TECHNOLOGIES, INC.  1997 INCENTIVE AND NON-QUALIFIED  STOCK OPTION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

EXE TECHNOLOGIES, INC. (the "Company") hereby grants
to                        (the "Optionee") an option (the "Option") to purchase a total
of                        
shares of Common Stock, $.01 par value per share, of the Company ("Common Stock"), at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the EXE
TECHNOLOGIES, INC. 1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (the "Plan") applicable to non-qualified stock options, which terms and provisions are incorporated
by reference herein. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Plan.

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|Date: |  |  | EXE TECHNOLOGIES, INC.
|----- |  |  | ----------------------
|      |  |  |                       
|      |  |  | By:                   
|      |  |  |                       
|      |  |  | Title:                
|      |  |  |                       

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ACKNOWLEDGMENT

The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms
and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan.

|Date: |  |  |                       | 
|----- |  |  | --------------------- | 
|      |  |  | Signature of Optionee
|      |  |  | Name                 
|      |  |  | Address              
|      |  |  | City, State, Zip     

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