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EXHIBIT 10.16

October 17, 2002

Personal and Confidential

Mr. Ken Powell
4004 Euclid Ave.
Dallas, TX 75205

Dear Ken:

In consideration of the mutual covenants contained in this separation agreement,
you and EXE, including its subsidiaries, agree as follows:

1.     Continuation of Your Employment. Your effective date of termination will be
October 31, 2002. Effective immediately, you will be reasonably available by
telephone as requested by EXE, but you will not report to the office unless
reasonably requested by Ken Vines. Prior to your termination date, you will not
contact any EXE prospects, customers, partners, employees, contractors or
similar persons or incur additional expenses without the prior written approval
of Ken Vines. Subsequent to your termination date, the foregoing activities will
be governed as specified in Section 6 below. In addition, effective October 3,
2002, you no longer have authority to act in any way, including without
limitation by executing documents, on behalf of EXE without the prior written
approval of Ken Vines.

2.     Satisfaction. Other than expenses previously approved in writing by Ken
Vines, you will deliver a final expense report to Ken Vines no later than
October 31, 2002. You acknowledge that, except as expressly set forth in this
separation agreement, you have received in full all amounts owed to you by EXE,
including but not limited to salary, bonus, expense reimbursement or other
payments.

3.     Consideration. EXE will pay you your base salary, in accordance with its
normal payroll practices, through July 31, 2003, less applicable withholding,
and continue your current medical, dental and vision benefits through July 31,
2003, subject to continued deduction by the Company pursuant to normal payroll
practices of your portion of the premiums for such benefits. You will no longer
be eligible for any other benefits other than those specified in the first
sentence of this section after October 31, 2002. The Company will pay you
$3,172.95, less applicable withholding, for your three days of earned but unused
vacation in accordance with normal payroll practices. You are no longer eligible
for bonuses and no further bonuses will be paid to you and you acknowledge that
you will no longer accrue vacation and will not be entitled to payment for any
additional vacation. EXEs payment of the amounts above is conditioned upon your
execution of this separation agreement and compliance with EXEs exit
procedures, including completion of EXEs current employee exit forms.

4.     Mutual Release. You acknowledge that the terms of this separation agreement
are in full satisfaction of all amounts owed to you by EXE. You release and
discharge EXE, together with each and every of its predecessors, successors (by
merger or otherwise), parents, subsidiaries, affiliates, divisions, directors,
officers, employees and agents, whether present or former, from any and all
suits, causes of action, complaints, obligations, demands, or claims of any
kind, which accrued prior to the date hereof





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Ken Powell
October 17, 2002
Page 2

(but not those which may accrue on
or after the date hereof), whether in law or in equity, direct or indirect,
known or unknown, which you ever had or now have against the released parties,
or any one of them, arising out of or relating to any matter, thing or event. By
signing this letter below, EXE hereby releases Ken Powell from any and all
suits, causes of action, complaints, obligations, demands, or claims of any
kind, which accrued prior to the date hereof (but not those which may accrue on
or after the date hereof), whether in law or in equity, direct or indirect,
known or unknown, which it has ever had or now has against Ken Powell, arising
out of or relating to any matter, thing or event.

5.     Acknowledgement. Ken Powell and EXE each understand that the mutual release
provided for in paragraph 4 above extends to all of the aforementioned claims
and potential claims which arose on or before the date of this separation
agreement, whether now known or unknown, suspected or unsuspected, and that this
constitutes an essential term of this separation agreement. Ken Powell and EXE
each further understand and acknowledge the significance and consequence of this
separation agreement and of each specific release and waiver, and each party
expressly consents that this separation agreement will be given full force and
effect according to each and all of its express terms and provisions, including
those relating to unknown and unsuspected claims, demands, obligations, and
causes of action, if any, as well as those relating to any other claims,
demands, obligations or causes of action specified above. Ken Powell waives any
right or claim he may have to employment, re-instatement, or re-employment with
EXE.

6.     Continuing Obligations. You and EXE both specifically acknowledge that you
have ongoing obligations with respect to confidentiality and company property as
set forth in Sections 5 and 6 of your Employment Agreement and with respect to
the Covenant not to Compete set forth in Sections 7a(iii), (a)(iv) and (a)(v)
and Section 7(b) of your Employment Agreement. Both parties agree that the
obligations under Sections 7(a)(iii), a(iv) and a(v) and Section 7(b) of your
Employment Agreement will terminate effective as of October 31, 2003. In
addition, through October 31, 2003, you will not engage or participate, directly
or indirectly, or become interested (as owner, proprietor, promoter,
stockholder, lender, partner, co-venturer, director, officer, employee, agent
consultant or otherwise) in any of the competitors listed in the next sentence
(Competitors) or become interested in (as owner, proprietor, promoter,
stockholder, lender, partner, co-venturer, director, officer, employee, agent
consultant or otherwise) any portion of the business of any Competitor
(notwithstanding the foregoing, you may hold not more than one percent (1%) of
the outstanding securities of any class of any public-traded securities of a
Competitor). The following are Competitors for the purposes of the definition in
the preceding sentence: E3, High Jump, HK Systems, i2, McHugh Software/Red
Prairie, Manhattan Associates, Manugistics, OMI, Optim, Provia, TRW/Mare, oracle
supply chain unit, PeopleSoft supply chain unit and SAP supply chain unit and
any new business you may start for the purpose of providing software for
warehouse management, supply chain execution and order fulfillment and related
services for warehouse, distribution and logistics facilities. Your
confidentiality obligations with respect to the Company include your obligation
not to disclose this agreement or your termination of employment (or any facts
relating thereto), other than to your personal advisors and attorneys or unless
the law requires disclosure (and, in such event, you shall give EXE prior
written notice and a reasonable opportunity to contest any such

Ken Powell
October 17, 2002
Page 3

disclosure being
made), until the earlier of July 31, 2003 or the date that Company or its agents
and representatives publicly announces these items, and then only to the extent
the Company publicly discloses these items. In addition, you will not disparage
the Company, its predecessors, successors (by merger or otherwise), parents,
subsidiaries, affiliates, divisions, directors, officers, employees and agents,
whether present or former. The Company will not disparage you and the Company
agrees that the board of directors and executive officers will provide only
positive references regarding your employment with the Company..

7.     Company Property. By October 31, 2002, you will return all company property and return to EXE
or destroy all copies of EXEs Proprietary Information in your possession or control.

8.     Stock Options. You will be eligible to exercise your options that have vested
as of October 31, 2002 so long as you exercise on or before January 31, 2003,
and the unvested portion of your options shall automatically expire on October
31, 2002. You must complete the exercise of your vested options on or before the
expiration date or such options will automatically expire. If you wish to
exercise your vested options, please access your account at E*Trade.

9.     Entire Agreement. Except as expressly provided in Section 6 above, this
separation agreement contains the entire agreement between you and EXE and
supersedes all other agreements between you and EXE, including but not limited
to the Employment Agreement, any bonus plan, and any offer letter of employment.

10.     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.

11.     Consent to Suit. In the case of any dispute under or in connection with this
Agreement, the parties may only bring suit 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 parties hereby consent 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 parties hereby waive
any claim based upon an inconvenient forum with respect to such venue. 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, then the prevailing party shall be entitled to recover, in addition
to any other relief, reasonable attorneys fees, costs and disbursements.





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Ken Powell
October 17, 2002
Page 4

Please indicate your acceptance of the terms of this separation agreement by
signing and returning this letter to me via fax on or before Thursday, October
17, 2002, 5PM CST at (214) 775-0913 and one original via mail.

Sincerely,

Ken Vines
Chief Financial Officer

Accepted and agreed:

Ken Powell

Date: October 17, 2002