<PAGE>

                                PLEDGE AGREEMENT


               For good and valuable consideration and intending to be
legally bound, Raymond R. Hood, a resident of Dallas, Texas (herein "Pledgor")
hereby assigns, pledges and grants to EXE Technologies, Inc., a Delaware
corporation with an address of 8787 Stemmons Freeway, Dallas, Texas 75247
(herein "EXE"), a security interest in the shares of capital stock of EXE, now
owned by or standing in the name of Pledgor, or in which Pledgor has a legal or
beneficial interest, which are more fully described on Exhibit A attached hereto
and made a part hereof (as the same may from time to time be amended in writing
by the parties hereto) (hereinafter referred to as the "Securities," which
Securities together with all additions thereto, substitutions or exchanges
therefor, proceeds thereof and distributions thereon shall be referred to
collectively herein as the "collateral"), as collateral security for the payment
and performance of all indebtedness, liability and obligations of Pledgor to
EXE, whether for principal, interest, fees, expenses or otherwise, arising under
that certain Promissory Note, dated the date hereof, made and delivered by
Pledgor and payable to the order of EXE, and any other documents, agreements and
instruments executed in connection therewith, including this Agreement (herein
collectively, the "Obligations," with such agreements, documents and instruments
evidencing and documenting the Obligations being herein referred to collectively
as the "Documents"), all on the following terms and conditions:

         1.    Pledgor represents and warrants that:

               a.       Pledgor has good title to the Securities free and
clear of all liens and encumbrances except the security interest created hereby,
any restrictions that may be applicable under Federal and State securities laws,
and as described on Exhibit A.

               b.       The Securities are validly issued, fully paid and
nonassessable and are not subject to any contractual or other restrictions
governing their issuance, transfer, ownership or control, except as indicated on
the stock certificates for the Securities.

               c.       Pledgor has delivered to EXE all stock certificates
and other instruments or documents representing or evidencing the Securities,
together with corresponding assignment or transfer powers duly executed in blank
by Pledgor in the form attached hereto as Exhibit B, and this Pledge Agreement
and such powers have been duly and validly executed and are binding and
enforceable against Pledgor in accordance with their terms; and the pledge of
the Securities in accordance with the terms hereof creates a valid and perfected
first priority security interest in the Securities securing payment of the
Obligations.

         2.    Pledgor agrees not to (i) sell or otherwise dispose of, or
grant any option with respect to, any of the Collateral, or (ii) create or
permit to exist any lien, security interest, or other charge or encumbrance upon
or with respect to any of the Collateral, except the security interest under
this Agreement.

         3.    Prior to the full payment and performance of the Obligations,
EXE shall be entitled to receive, as additional Collateral, any and all
additional shares of stock or any other property of any kind distributable on or
by reason of the Securities pledged hereunder, whether in the form of or by way
of stock dividends, warrants, partial liquidation, conversion, prepayments or
redemptions (in whole or in part), liquidation, or otherwise with the sole
exception of non-liquidating declared cash dividends or cash interest payments
as the case may be. If any of such property, other than such cash dividends or
interest, shall come into the possession or control of Pledgor, Pledgor shall
hold or control and forthwith transfer and deliver the same to EXE subject to
the provisions hereof.

         4.    So long as no default has occurred under any of the
Obligations or the Documents and Pledgor is in full compliance with the terms
hereof:

<PAGE>


               a.       Pledgor shall be entitled to receive and retain any
non-liquidating cash dividends paid on the Securities pledged hereunder.

               b.       Pledgor may exercise all voting rights, if any,
pertaining to the Securities for any purpose not inconsistent with the terms
hereof or of the Obligations or the Documents. In the event the Securities have
been transferred into the name of EXE or a nominee or nominees of EXE prior to
default, EXE or its nominee will execute and deliver upon request of Pledgor an
appropriate proxy in order to permit Pledgor to vote, if applicable, the same.

         5.    Pledgor shall take all reasonable actions (and execute and
deliver from time to time all instruments and documents) necessary or
appropriate or requested by EXE to continue the validity, enforceability and
perfected status of the pledge of Securities hereunder.

         6.    After the occurrence of a default under any of the Obligations
or the Documents or if any representation, warranty or agreement of Pledgor
hereunder is breached or proves to be false:

               a.       EXE may transfer or cause to be transferred any of
the pledged Securities into its own or a nominee's or nominees' names.

               b.       EXE shall be entitled to receive and apply in payment
of the Obligations any cash dividends, interest or other payment on the pledged
Securities.

               c.       EXE shall be entitled to exercise in EXE's discretion
all voting rights, if any, pertaining thereto and in connection therewith and at
the written request of EXE, Pledgor shall execute any appropriate dividend,
payment or brokerage orders or proxies.

               d.       Pledgor shall take any action necessary, required or
requested by EXE, in order to allow EXE fully to enforce the pledge of the
Securities hereunder and realize thereon to the fullest possible extent,
including but not limited to the filing of any claims with any court, liquidator
or trustee, custodian, receiver or other like person or party.

               e.       In consideration of the outstanding principal amount
of the Obligations, any accrued and unpaid interest thereon and any costs, fees,
or expenses incurred by EXE hereunder or thereunder and due to EXE at the time
of the occurrence of an Event of Default (collectively, the "Default Amount"),
EXE shall have the right to cancel the number of shares of the Securities
pledged hereunder equal to the Default Amount divided by (i) the closing price
of EXE Common Stock as quoted on the Nasdaq Stock Market on the last trading day
immediately prior to the date of the Event of Default, or (ii) if the Company's
initial public offering has not occurred as of the date of the Event of Default,
then US$8.00 (and in either case rounded up to the nearest whole share). The
remedy provided to EXE in this subparagraph 6.e. shall be separate and
cumulative with respect to any other remedies provided hereunder, under the
Uniform Commercial Code as in effect from time to time in Texas, under any other
statute or the common law or under any of the Documents, and the exercise of the
remedy provided under this subparagraph 6.e. shall not limit or prejudice the
exercise of any other available rights or remedies.

               f.       EXE shall have all the rights and remedies granted or
available to it hereunder, under the Uniform Commercial Code as in effect from
time to time in Texas, under any other statute or the common law, or under any
of the Documents, including the right to sell the pledged Securities or any
portion thereof at one or more public or private sales upon ten (10) days'
written notice and to bid thereat or purchase any part or all thereof in its


                                     -2-
<PAGE>


own or a nominee's or nominees' names, free and clear of any equity of
redemption; and to apply the net proceeds of the sale, after deduction for
any expenses of sale, including the payment of all EXE's reasonable
attorneys' fees in connection with the Obligations and the sale, to the
payment of the Obligations in any manner or order which EXE in its sole
discretion may elect, without further notice to or consent of Pledgor and
without regard to any equitable principles of marshalling or other like
equitable doctrines.

               g.      EXE may increase, in its sole discretion, but shall
not be required to do so, the Obligations by making additional advances or
incurring expenses for the account of Pledgor deemed appropriate or desirable by
EXE in order to protect, enhance, preserve or otherwise further the sale or
disposition of the Collateral or any other property EXE holds as security for
the Obligations.

         7.    a.      Pledgor recognizes that EXE may be unable to effect a
sale to the public of all or part of the Securities by reason of certain
prohibitions or restrictions in the federal or state securities laws and
regulations (herein collectively called the "Securities Laws"), or the
provisions of other federal and state laws, regulations or rulings, but may
be compelled to resort to one or more sales to a restricted group of
purchasers who will be required to agree to acquire the Securities for their
own account, for investment and not with a view to the further distribution
or resale thereof without restriction. Pledgor agrees that any sale(s) so
made may be at prices and on other terms less favorable to Pledgor than if
the Securities were sold to the public, and that EXE has no obligation to
delay sale of the Securities for period(s) of time necessary to permit the
issuer thereof to register the Securities for sale to the public under any of
the Securities Laws. Pledgor agrees that negotiated sales whether for cash or
credit made under the foregoing circumstances shall not be deemed for that
reason not to have been made in a commercially reasonable manner. Pledgor
shall cooperate with EXE and shall satisfy any requirements under the
Securities Laws applicable to the sale or transfer of the Securities by EXE.

               b.      In connection with any sale or disposition of the
Collateral, EXE is authorized to comply with any limitation or restriction, as
it may be advised by its counsel, that is necessary or desirable in order to
avoid any violation of applicable law or to obtain any required approval of the
purchaser(s) by any governmental regulatory body or officer and it is agreed
that such compliance shall not result in such sale being considered not to have
been made in a commercially reasonable manner, nor shall EXE be liable or
accountable by reason of the fact that the proceeds obtained at such sale(s) are
less than might otherwise have been obtained.

         8.    Pledgor will pay EXE the amount of any reasonable expenses,
including counsel fees and expenses, incurred by EXE in connection with the
failure of Pledgor to perform hereunder.

         9.       Pledgor hereby irrevocably submits to the personal and
exclusive jurisdiction of the state courts of the State of Texas 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 Pledge
Agreement. Pledgor hereby irrevocable waives, to the fullest extent permitted by
applicable law, any objection which Pledgor may now have or hereafter have to
the laying of the venue of any such suits, action or proceeding brought in such
court and any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. Pledgor agrees that, to the
fullest extent permitted by applicable law, a final judgment in any such suit,
action, or proceeding brought in such a court shall be conclusive and binding
upon Pledgor, and may be enforced in any courts in the jurisdiction of which
Pledgor is or may be subject by a suit upon such judgment.

         10.   This Pledge Agreement shall be binding upon the successors and
assigns of Pledgor and shall inure to the benefit of EXE and its successors and
assigns, and shall be governed as to its validity, interpretation and effect by
the laws of the State of Texas, U.S.A., without regard to the conflicts of laws
principles of any jurisdiction;


                                     -3-
<PAGE>


and any terms used herein that are defined in the Uniform Commercial Code as
enacted in Texas shall have the meanings therein set forth.

         11.   If EXE shall waive any rights or remedies arising hereunder or
under any applicable law, then such waiver shall not be deemed to be a waiver
upon the later occurrence or recurrence of any of said events. No delay by EXE
in the exercise of any right or remedy provided hereunder or otherwise shall
under any circumstances constitute or be deemed to be a waiver, express or
implied, of the same and no course of dealing between the parties hereto shall
constitute a waiver of EXE's rights or remedies.

         12.   Pledgor hereby irrevocably appoints EXE as its
attorney-in-fact to execute, deliver and record, if appropriate, from time to
time any instruments or documents in connection with the Collateral, in
Pledgor's names upon the occurrence of a default under any of the Obligations or
the Documents.

         13.   This Pledge Agreement together with the Obligations represents
the entire understanding of the parties with respect to the subject matter
hereof, and no modification or change herein shall be effective unless contained
in a writing signed by the parties hereto.


                 IN WITNESS WHEREOF, the parties hereto have executed this
Pledge Agreement on the 16th day of November, 2000.


                                       PLEDGOR:


                                        /s/ Raymond R. Hood
                                       ------------------------------
                                       RAYMOND R. HOOD



                                       EXE:

                                       EXE TECHNOLOGIES, INC.

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

                                       By:  Michael A. Burstein
                                          ---------------------------

                                       Its: CFO
                                           --------------------------




                                     -4-
<PAGE>


                                    EXHIBIT A


Forty-Five Thousand (45,000) shares of Class A Common Stock, par value $0.01 per
share, of EXE Technologies, Inc.



<PAGE>

                                    EXHIBIT B


                                   STOCK POWER


               FOR VALUE RECEIVED and pursuant to the Pledge Agreement dated
as of November 16, 2000 between the undersigned and EXE (the "Pledge
Agreement"), the undersigned hereby sells, assigns and transfers unto EXE or its
successors, the Securities and the Collateral standing in the undersigned's name
on the books of the corporation(s) that issued the Securities or the Collateral,
as the case may be, represented by certificate(s) number(s) ____________
delivered herewith, and does hereby irrevocably constitute and appoint
______________ as attorney-in-fact, with full power of substitution, to transfer
the Securities on the books of said corporation. All capitalized terms used in
this Stock Power but not defined in this Stock Power shall have the meanings
ascribed to such terms in the Pledge Agreement. This Stock Power was executed in
conjunction with the terms of the Pledge Agreement and may be utilized only in
conjunction with the terms of the Pledge Agreement.



Dated: _________________, 200_


                                       PLEDGOR

                                       Raymond R. Hood

                                        /s/ Raymond R. Hood
                                       ------------------------------
                                             (Signature)






INSTRUCTIONS:  PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
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