<PAGE>

                        SUBLEASE AND CONSENT TO SUBLEASE

       This Sublease and Consent to Sublease (the "Sublease") is made and
entered into this Eleventh day of November 1999 by and between, EXE
TECHNOLOGIES, INC., a Delaware corporation with offices located at 8787 Stemmons
Freeway, Dallas, Texas 75247, herein referred to as "Sublessor", and FRITZ
COMPANIES, INC., a Delaware corporation, with headquarters located at 706
Mission Street, San Francisco, California 94103, herein referred to as
"Sublessee" (Sublessor and Sublessee each a "Party" and collectively the
"Parties").

       WHEREAS, Sublessor is the lessee of the real estate located at 8777
Stemmons Freeway, Dallas, Texas (the "Demised Premises") by virtue of a lease
agreement dated May 18, 1999 (the "Master Lease") by and between Sublessor, as
Tenant or Lessee, and BLI-8787, LTD., as Lessor or Landlord (the "Master
Lessor").

       WHEREAS, Sublessee desires to obtain space on or in the Demised Premises,
and Sublessor desires to sublease space to Sublessee, all on the terms and
conditions herein set forth,

       NOW THEREFORE, the Parties, intending to be legally bound, hereby
agree as follows:

1. GRANT AND PREMISES. For and in consideration of the Rent to be paid by
Sublessee and the other covenants and agreements herein contained to be
performed by Sublessee, Sublessor hereby leases to Sublessee and Sublessee lets
from Sublessor that part of Demised Premises consisting of approximately 38,800
rentable square feet of space, more particularly identified on Exhibit A
attached hereto and made a part hereof ("Subleased Premises"). The rent stated
herein is for the Subleased Premises as a whole regardless of actual square
footage.

2. TERM. The Initial Term of this Sublease shall commence on First day of
December 1999 ("Sublease Commencement Date") and shall expire twenty-four (24)
months thereafter, ("Sublease Expiration Date"), unless sooner terminated or
extended as herein set forth.

3. MASTER LEASE. Sublessee acknowledges and agrees that Sublessor is the tenant
under the Master Lease, a copy of which is attached hereto as Exhibit B. This
Sublease is subject and subordinate to the Master Lease. The terms, conditions
and respective obligations of Sublessor and Sublessee to each other under this
Sublease shall be the terms and conditions on the Master Lease except to those
provisions of the Master Lease which are contradicted by this Sublease, in which
event the terms of this Sublease shall control over the Master Lease. In
addition, but not by way of limitation, the following provisions of the Master
Lease shall not apply to the rights and obligations of Sublessor and Sublessee:
Section 1, Section 3.3, Section 14.5, Section 16.4, Section 16.5 and Section
16.26. For the purposes of this Sublease, wherever in the Master Lease the word
"Lessor" or "Landlord" is used it shall be deemed to mean the Sublessor herein
and wherever in the Master Lease the word "Lessee" or "Tenant" is used it shall
mean the Sublessee herein. During the term of this Sublease and any extensions
or renewals hereof and for all periods subsequent for obligations which have
arisen prior to the termination or expiration of this Sublease, Sublessee
covenants and agrees to assume, abide by and respect all terms of the Master
Lease, excepting those clauses relating to the payment of rent and term or which
are inconsistent with this Sublease. Sublessee agrees to execute any documents
required to demonstrate subordination of this Sublease to the Master Lease or to
make this Sublease subordinate to the lien of any ground lease, mortgage, deed
of trust, or security deed, as the case may be, including specifically a
subordination, non-disturbance and attornment agreement. If requested to do so,
Sublessee agrees to attorn to any person or other entity that acquires title to
the real property encompassing the Subleased Premises, whether through judicial
foreclosure, sale under power, or otherwise, and to any assignee of such person
or other entity, provided that the entity requesting such attornment agrees to
not disturb Sublessee's rights hereunder.

4. CONSENT OF MASTER LESSOR. In the event that the Master Lease requires that
the Sublessor obtain the consent of the Master Lessor or any other party to
sublet, then this Sublease shall not be effective unless, within ten (10) days
of the date of the signature of Sublessor or Sublessee of this Sublease,
whichever is later, the Master Lessor and any other party required by the Master
Lease has given its written consent to sublease.

5. ACCEPTANCE OF PREMISES. Sublessee's acceptance of possession of Subleased
Premises shall be evidence that Sublessee has inspected the Subleased Premises,
that the Subleased Premises are in good order and satisfactory condition at the
time of possession thereof, and that the Sublessee accepts the Subleased
Premises in its present condition, latent defects excepted.

6. BASE RENT. Sublessee shall pay to Sublessor a Base Rent in the amount of
$79,216.67 per month during the Initial and any Renewal Term. The first such
payment shall be due upon the Sublease Commencement Date and a like monthly
installment shall be due and payable, without demand, deduction or setoff, on or
before the first day of each calendar month succeeding the Sublease Commencement
Date, except that all payments due hereunder for any fractional calendar month
shall be prorated. Sublessor shall receive payment of Base Rent and other
charges on or before the due date at the address for notice given below.

7. ADDITIONAL RENT. Sublessee agrees to pay to Sublessor upon demand therefor,
as additional rent, Sublessee's pro rata share of any Excess Real Estate Taxes
and Excess Operating Expenses, as these terms are defined in the Master Lease
and as modified below. Sublessee's prorated amount shall be determined on the
basis of the size of the Subleased Premises. The Parties hereby agree that
Sublessee's pro rata share of any Excess Real Estate Taxes and Excess Operating
Expenses shall be deemed to be percent (19.4%). Notwithstanding anything in the
Master Lease to the contrary, and notwithstanding Master Lease Section 5.1 in
particular, Operating Expenses shall include all electricity, gas, steam, water,
sewer and other utility charges, none of which shall be charged directly to
Sublessee. Notwithstanding anything in Master Lease Section 2.2 to the contrary,
the base year for the purpose of calculating Excess Real Estate Taxes shall be
the calendar Year 2000. The base period for calculating Excess Operating
Expenses in any Sublease Year shall be the sum of the Operating Expenses,
including utilities as noted above, incurred during the first twelve (12) months
after the Sublease Commencement Date. Notwithstanding anything in the Master
Lease to the contrary, and notwithstanding master Lease Section 9.1 in
particular, this Section 7 sets forth the entire financial obligation of
Sublessee beyond Base Rent, it being the intent of the Parties that this is a
fully serviced Sublease. Sublessee shall pay Base Rent and Additional Rent
without demand or setoff.

8. RENT ABATEMENT. Notwithstanding anything else in this Sublease to the
contrary, Sublessor agrees that, as a material consideration for entering into
this Sublease by Sublessee, Base Rent shall abate during the first three (3)
months of the Initial Term (the "Rent Abatement Period").

9. TELECOMMUNICATIONS/SUBLESSOR'S WORK. Subject to Article 8 of the Master
Lease, Sublessor at Sublessor's expense shall timely complete the improvements
set forth in Exhibit C ("Sublessor's Work"). The timetable for the completion of
telecommunications alterations set forth in Exhibit C is not merely a recital
but is a material consideration for Sublessee's execution of this Sublease, the
parties intending to be legally bound thereby. Sublessee shall reimburse
Sublessor for all one time costs associated with the conversion of the
telecommunications switch to a multi-tenant status. Sublessee shall have the
right to amortize at an interest rate of fifteen percent (15%) up to fifty
percent (50%) of the one time costs associated with the conversion of the
telecommunications switch to a multi-tenant status over the two year term of the
Sublease, the remainder will be payable upon receipt of an itemized bill.
Sublessee shall also reimburse Sublessor for its proportionate share of existing
amortization costs related to the Sublessor's prior purchase of the

                                   PAGE 1 OF 4

<PAGE>

telecommunications switch. Sublessor shall provide to Sublessee all pertinent
documentation to demonstrate Sublessor's actual costs thereof. "Proportionate
Share" shall be defined as the percentage of the Sublease Premises versus the
entire Premises. The Proportionate Share shall be calculated by dividing the
area of the Subleased Premises by the area of the entire premises. (Estimated:
38,800/200,000 = .1940 or 19.40%). Sublessee shall have the exclusive use of the
entire telecommunications switch and related systems as they relate to the
Subleased Premises, provided however, that Sublessee shall not have physical
access to the switch and related systems unless accompanied by Sublessor
personnel, which Sublessor shall make reasonably available, taking into
consideration time, place and manner.

10. DELAYED OCCUPANCY. Any delay in occupancy of the Subleased Premises by
Sublessee shall not operate to abate Sublessee's rental obligation hereunder
unless such delay is caused by the fault of Sublessor, or any of its
contractors, agents or employees. Any delay in occupancy of the Subleased
Premises for any reason shall not operate to extend the Sublease Expiration
Date.

11. FAILURE TO DELIVER SUBLEASED PREMISES. Sublessor shall make available to
Sublessee the Subleased Premises on the Sublease Commencement Date in clean
condition and good working order, with all facilities, including plumbing,
electrical fire sprinkler, lighting, air conditioning, heating, elevators,
washrooms, telecommunications items listed in Exhibit C and loading doors, if
any, in good working condition. In the event that the Subleased Premises are not
ready for occupancy by Sublessee on the Sublease Commencement Date, or in the
event of Sublessor's failure to timely complete Sublessor's Work, and except if
any such delay is caused by Sublessee or Sublessee's agents, as Sublessee's sole
remedy the Rent Abatement Period shall be extended by the same number of days as
any such delay continues. In the event that Sublessor has not completed
Sublessor's Work or the Subleased Premises are not ready for occupancy by
Sublessee on or before December 15, 1999, and except if the failure is caused by
Sublessee or Sublessee's agents, Sublessee may, at Sublessee's option and in
addition to any other remedies that may be available to Sublessee at law or in
equity (which shall not include consequential or punitive damages but may
include costs of mitigation such as increased cost of alternative space), advise
Sublessor in writing that Sublessee elects to terminate this Sublease, in which
event this Sublease shall be cancelled and thereupon become null and void, and
any Base Rent or other payment paid by Sublessee to Sublessor shall be refunded
to Sublessee.

12. PERMITTED USES. Sublessee shall use and occupy Subleased Premises only for
general office and related uses, and in accordance with all applicable laws,
ordinances and governmental regulations. Sublesse shall not use the Subleased
Premises for "Public Accommodation" under the Americans with Disabilities Act.
Sublessee shall not make any alterations to the Subleased Premises.

13. COMMON AREAS. All areas situated within Demised Premises that are designated
by Sublessor for common use by Sublessor, Sublessee, other sublessees of the
Demised Premises, and their respective customers, guests and invitees are herein
collectively referred to as "Common Areas". Sublessee's permitted employees,
agents, customers, guests and invitees shall have the non-exclusive right, in
common with Sublessor and all other Sublessees of the Demised Premises, and
their respective employees, agents, customers, guests and invitees, to use
Common Areas.

14. USE OF PARKING AREAS. If a part of the Common Areas is designed to provide
off-street parking for the common use by Sublessor and all sublessees of the
Demised Premises and their respective employees, agents, customers, guests and
invitees, Sublessor agrees that there shall nevertheless be available at all
times to Sublessee, for the use of its employees, agents, customers guests and
invitees, no fewer than one hundred fifty five (155) parking spaces in the
parking area. Surface spaces will be free of charge, and Sublessee shall have
the option to utilize up to twenty (20) garage spaces at a cost of fifteen
dollars ($15) per garage space per month. Sublessee agrees that it shall not use
any part of parking area or permit the use thereof in a manner that will
obstruct driveways serving parking areas.

15. FURNITURE. As a material consideration for entering into this Sublease by
Sublessee, Sublessee shall have full and exclusive use of the office furniture
and fixtures listed in Exhibit A, excluding furniture and fixtures shown in the
conference rooms and offices, for the duration of the Initial and any Renewal
Term. Sublessee shall use such furniture only for its intended purpose and shall
maintain such furniture in the same condition as at the Sublease Commencement
Date, reasonable wear and tear excepted. At the expiration of the Initial Term
or the Renewal Term, Sublessor shall take possession of such furniture at its
expense. Sublessor warrants that it is the lawful and rightful owner of such
furniture and that such furniture is not subject to the security interest of
another party, is not collateral to secure any debt or obligation of Sublessor
or any other party, and that Sublessor shall not use such furniture as
collateral during the Initial or any Renewal Term. Sublessor shall defend,
indemnify and hold harmless Sublessee for any breach of this warranty. Upon
approval by Master Lessor of sublease of the Subleased Premises by Sublessor to
Sublessee, Sublessee shall pay to Sublessor the amount of Twenty Five Thousand
dollars ($25,000) to be used as a Security Deposit on the furniture to be used
by Sublessee during the term of this Sublease. Said Security Deposit shall be
returned to Sublessee upon the termination of this Sublease and the surrender of
the furniture by Sublessee. Deductions from the Security Deposit shall only
occur in the event any furniture is missing, or in the event Sublessee has
caused damage to the furniture beyond normal wear and tear, and in such an event
the deduction will be limited to the then current value of the furniture in
question absent such damage.

16. INSURANCE. Sublessee shall procure and maintain during the term of this
Sublease, at its own cost and expense, a policy or policies of General Public
Liability Insurance insuring Sublessee, and Sublessor and Master Lessor as
additional insureds, against claims for personal injury, including death, and
property damage, including loss of use thereof, in limits of not less than those
set forth in Article 6.4 of the Master Lease. Sublessee shall also carry Workers
Compensation Insurance in accordance with statutory limits. Certificates of such
insurance policies shall be delivered to Sublessor upon request. Sublessor shall
procure and maintain (or ensure that Master Lessor procures and maintains)
during the term of this Sublease, at its own cost and expense, a policy or
policies of insurance insuring the Demised Premises for the benefit of Sublessee
in an amount equal to the full replacement value thereof against loss or damage
by the perils commonly insured under an "all risk" type insurance policy
(including but not necessarily limited to fire, windstorm, hail, explosion,
vandalism, malicious mischief, civil commotion or unrest,) and such other risks
as now are or may be customarily covered with respect buildings and improvements
similar in construction, general location, use, occupancy and design as the
Demised Premises ("Insured Perils").

17. WAIVER OF SUBROGATION. In the event the Demised Premises suffer any loss or
damage or expense resulting from an Insured Peril; and either Sublessor or
Sublessee, as the case may be, is required to insure the Demised Premises in
whole or in part for such loss, cost, damage or expense (or is required to
ensure that Master Lessor insures the Demised Premises); then the party so
insured or required to be insured (including Sublessee, Sublessor and Master
Lessor) hereby releases the other party from any liability it may have on
account of such loss, cost, damage or expense to the extent of any amount
recovered by reason of such insurance, and waives any right of subrogation which
might otherwise exist in or accrue to any person on account thereof.

18. PERSONAL PROPERTY TAXES. During the term hereof Sublessee shall pay, prior
to delinquency, all taxes assessed against and levied upon the fixtures,
furnishings, equipment, and all other personal property of Sublessee contained
in the Subleased Premises and, when possible, Sublessee shall cause said
fixtures, furnishings, equipment and all other personal property of Lessee
contained in Subleased Premises to be assessed and billed separately from the
real property of Sublessor or Master Lessor. In the event any or all of
Sublessee's fixtures, furnishings, equipment and other personal property shall
be assessed and taxed with Sublessor's or Master Lessor's real property, the
Sublessee shall pay to Sublessor or Master Lessor its share of such taxes within
thirty (30) days after delivery to Sublessee by Sublessor or Master Lessor of a
statement in writing setting forth the amount of such taxes applicable to
Sublessee's property. For the purpose of determining said amount, figures
supplied by the County Assessor as to the amount so assessed shall be
conclusive. Sublessee shall comply with the

                                   PAGE 2 OF 4

<PAGE>


provisions of any law, ordinance or rule of the taxing authorities, which
requires Sublessee to file a report of Sublessee's property located in the
Subleased Premises.

19. QUIET ENJOYMENT. Sublessee shall not use, nor shall permit the Leased
Premises to be used, nor shall its employees, agents, guests or invitees commit
any act which may interfere with the right to the quiet enjoyment of any other
tenant in the Subleased Premises and so long as Sublessee pays rent and complies
with all other obligations of this Lease, Sublessee shall quietly and peacefully
have, hold, and enjoy the Leased Premises, and neither Sublessor nor Master
Lessor, nor anyone claiming by, through or under Sublessor or Master Lessor,
shall disturb Sublessee's quiet and peaceful possession of its Leased Premises.
Sublessor warrants that it shall not cause, through action or inaction, the
Master Lease to be terminated prior to the expiration of the Initial Term or any
Renewal Term. Sublessor shall indemnify Sublessee for any costs, damages or
expenses arising out of or related to its breach of said warranty.

20. NOTICE. Any and all notice required or agreed to be given pursuant hereto
shall be sufficient if in writing and mailed by United States Certified or
Registered Mail, postage prepaid, addressed to Sublessor and Sublessee as
follows:


           If to Sublessor, at:                 If to Sublessee, at:

           EXE Technologies, Inc.               Fritz Companies, Inc.
           8787 Stemmons Freeway                706 Mission Street
           Dallas, Texas 75247                  San Francisco, CA  94103
           Attn.:  C.F.O.                       Attn.:  Director, Real Estate



21. BROKER COMMISSION. Each party represents to the other that Jackson &
Cooksey, acting on behalf of Sublessor, and Cushman & Wakefield acting on behalf
of Sublessee, are the only brokers in this transaction and that no other brokers
or person are entitled to any leasing commission or other compensation as a
result of the negotiation and execution of this Lease. Sublessor shall pay all
brokerage fees in the amount of Four Percent (4%) of the aggregate rentals for
the Initial Term. In the event that Sublessor fails to so pay the brokers,
Sublessee shall have the right to pay the brokers and deduct the payment from
the Base Rent or other payment obligations due Sublessor. All terms and
conditions of the brokerage fees to be paid by Sublessor to Cushman & Wakefield
are defined in a separate commission agreement.

22. RENEWAL OPTIONS. Provided this Sublease is then in effect and provided
Sublessee is not then in default of this Sublease, Sublessee shall have the
right, in its sole and absolute discretion, to renew this Sublease for one
additional term not to exceed fifteen (15) months (the "Renewal Term") on the
same terms and conditions as herein set forth. Sublessee shall exercise such
option by providing written notice to Sublessor of its intention no later than
one hundred twenty (120) days prior to the expiration of the Initial Term. The
duration of the Renewal Term shall be elected by Sublessee at the time of the
exercise of the option. In the event Sublessee fails to timely notify Sublessor,
Sublessee's renewal option shall terminate and this Sublease shall expire on the
Sublease Expiration Date. Provided this Sublease is then in effect and provided
Sublessee is not then in default of this Sublease, Master Lessor, by its
signature below, hereby consents to such renewal by Sublessee, no additional
approval of Master Lessor being necessary.

23. RIGHT OF FIRST REFUSAL OPTION. Provided this Sublease is then in effect and
provided Sublessee is not then in default of this Sublease, and subordinate to
Voicestream's "Right of First Refusal", Sublessor agrees that, in the event
additional space leased by Sublessor in the Demised Premises is or becomes
available during the Initial or Renewal Term of this Sublease, Sublessee shall
have a right of first refusal to expand into such additional space for use by
Sublessee or any affiliate controlled by Sublessee; provided, however, that
Sublessor shall have the right to itself occupy or leave such space vacant
without obligation therefor to Sublessee. Sublessee shall have the right to
occupy such additional space upon the same terms as are offered by Sublessor to
any third party. Sublessor shall notify Sublessee in writing promptly upon
becoming aware of the availability of additional space. Sublessor shall further
notify Sublessee of any acceptable bona fide offer to lease such additional
space, and shall advise Sublessee of the material terms of such offer. Sublessee
shall exercise its right of first refusal by notifying Sublessor of its
intention within fifteen (15) days after receiving written notice of the
material terms of such bona fide offer. In the event Sublessee fails to notify
Sublessor within such fifteen-day period, Sublessee's right of first refusal for
such additional space shall terminate, but such termination shall be without
prejudice to Sublessee's right of first refusal for such space should it again
become available during the Initial or Renewal Term of this Sublease, or should
the terms under which the additional space is actually leased differ materially
from the bona fide offer (without limitation, any change in description, price
or term to be deemed material), and is without prejudice to Sublessee's right of
first refusal for any other additional space leased by Sublessor in the Demised
Premises. Sublessee shall be under no obligation to lease any additional space
that becomes available.

24. TIME OF THE ESSENCE. The Parties agree that time is of the essence in
performance of the obligations set forth herein.

25. GOVERNING LAW. This Sublease shall be governed and construed in accordance
with the laws of the state governing the Master Lease.

26. ENTIRE AGREEMENT. This instrument, along with any exhibits and attachments
hereto, constitutes the entire agreement between Sublessor and Sublessee
relative to the Subleased Premises. This Sublease and any exhibits and
attachments may be altered, amended or revoked only by an instrument in writing
signed by both Sublessor and Sublessee and approved by Master Lessor. Sublessor
and Sublessee agree hereby that all prior and contemporaneous oral agreements
between and among themselves and their agents or representatives relative to the
leasing of the Subleased Premises are merged in or revoked by this Sublease.

27. RIGHT TO SUBLEASE. Sublessee shall be permitted to assign or sublease all or
any portion of the premises, subject to the approval of Master Lessor (as
required by Article 10 of the Master Lease) and the approval of Sublessor, which
Sublessor approval shall not be unreasonably withheld or delayed.

28. SIGNAGE. Sublessee at Sublessee's expense shall be allowed to construct
monument signage with Sublessor's and Master Lessor's prior approval. The
specifications of such signage shall comply with all municipal codes and
regulations and with the Master Lease.

29. MOVE IN. Move in hours will be Monday through Friday 6:00 p.m. to 6:00 a.m.,
and at any times during the weekend.

            IN WITNESS WHEREOF, Sublessor and Sublessee have executed or caused
this Sublease to be executed, and Master Lessor has consented and agreed to this
Sublease, effective as of the day first above written.


SUBLESSEE
FRITZ COMPANIES, INC.

By: /S/ [ILLEGIBLE]
   -------------------------


Name:  -------------------------

Title: -------------------------

Date:  -------------------------


                                   PAGE 3 OF 4

<PAGE>


SUBLESSOR
EXE TECHNOLOGIES, INC.

By: /S/ CHRISTOPHER F. WRIGHT
   -----------------------------------

Name: CHRISTOPHER F. WRIGHT
     ---------------------------------

Title: SVP, ADMINISTRATION
      --------------------------------

Date:  11/15/99
     ---------------------------------


THIS SUBLEASE IS EXECUTED BY BLI-8787, LTD. ("MASTER LESSOR") SOLELY TO EVIDENCE
THE CONSENT OF MASTER LESSOR TO THE SUBLEASE BETWEEN SUBLESSOR AND SUBLESSEE;
PROVIDED, NOTHING HEREIN SHALL IN ANY WAY CHANGE THE TERMS, PROVISIONS AND
CONDITIONS OF THE MASTER LEASE. MASTER LESSOR HEREBY AGREES THAT SUBLESSEE SHALL
RECEIVE FROM MASTER LESSOR THE SAME WRITTEN NOTICE OF DEFAULT AS PROVIDED TO
SUBLESSOR PURSUANT TO ARTICLE 14 OF THE MASTER LEASE .

----------------------------------------------
BLI-8787, LTD Master Lessor

By:  BARNETT LANE INVESTMENTS, INC.
      GENERAL PARTNER

By:   /S/ DAVID A. LANE
   -----------------------------------

Name:   DAVID A. LANE
     ---------------------------------

Title:    PRESIDENT
      --------------------------------

Date:   11-17-99
     ---------------------------------


                                   PAGE 4 OF 4

<PAGE>


                                    EXHIBIT A

                                 [PREMISES MAP]






<PAGE>

                                   EXHIBIT B

                            [Master Lease Agreement]



<PAGE>

                                    Exhibit C

                                SUBLESSOR'S WORK

The following describes telecommunications services that will be provided by EXE
Technologies and timeframes for their delivery

December 1
1) 250 individual phone sets (multi-line 8 button handsets)
2) Voice-mail capability for all phone sets
3) Up to 50 analog lines for fax and modem
4) Extending of D-mark from computer room to third floor IDF
5) Category 5 cabling between the third and fourth floor IDFs.

January 1
1) 100 concurrent phone call capability
2) ACD capability for all phone sets
3) 9 supervisor stations for the ACD
4) Adds, Moves, and Changes will be provided for Fritz on Tuesdays and
   Thursdays between the hours of 08:00am and 12:00pm Central time.
5) Up-time for phone systems of Sublessee shall be equal to up-time for phone
   systems of Sublessor in the Building, Sublessor to use best efforts to
   maximum up-time.

Fritz intends to install one T1 and one ISDN line for data communications
Fritz will provide router and LAN switches for third and fourth floor for data
connectivity

Initial

Fritz Companies, Inc.               EXE Technologies, Inc.

/S/ [ILLEGIBLE]                     /S/ CHRISTOPHER F. WRIGHT
-------------------------           -------------------------


                                    /S/ DAVID A. LANE
                                    -------------------------


<PAGE>

                      AMENDMENT NO. 1 TO SUBLEASE AGREEMENT

                  THIS AMENDMENT NO. 1 TO SUBLEASE AGREEMENT ("Sublease
Amendment") is made as of this 28th day of October, 1999, by and between EXE
Technologies, Inc., a Delaware corporation (the "Sublessor") and Cook
Inlet/Voicestream PCS, L.L.C., a Delaware limited liability company (the
"Subtenant").

                              W I T N E S S E T H:

                  WHEREAS, Sublessor and BLI-8787, Ltd. as landlord (the
"Landlord") entered into a lease dated May 18, 1999 (the "Lease") pursuant to
which Landlord leased to Sublessor and Sublessor leased from Landlord certain
improved premises known as Floors 1-8 of Tower I of Regal Stemmons Corporate
Center, located at 8787 Stemmons Freeway, Dallas, TX and floors 1-5 of Tower II,
located at 8777 Stemmons Freeway, Dallas, TX (the "Premises"); and

                  WHEREAS, Sublessor and Subtenant have entered into a Sublease
Agreement dated as of July 7, 1999 (the "Sublease Agreement") pursuant to which
Sublessor leased to Subtenant and Subtenant leased from Sublessor a portion of
the Premises consisting of approximately 13,262 net rentable square feet on the
second floor of Tower II, as more fully set forth on Exhibit "A" attached hereto
(the "Subleased Premises"); and

                  WHEREAS, Sublessor and Subtenant desire to amend the Sublease
Agreement to provide for the sublease of additional space on the second floor of
Tower II.

                  NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:

                  1. SUBLEASE OF ADDITIONAL SPACE. Commencing November 1, 1999,
Sublessor desires to lease to Subtenant approximately 6,936 net rentable square
feet of additional air conditioned office space located on the second floor of
Tower II, as more fully set forth on Exhibit "B" attached hereto (the
"Additional Subleased Premises") for a base rent of $18.75 per

<PAGE>


rentable square feet annually, payable in accordance with the provisions of the
Sublease Agreement.

                  2. REMOVAL OF DEMISING WALLS. Prior to November 1, 1999,
Sublessor agrees to remove the two demising walls between the Subleased Premises
and the Additional Subleased Premises, at Sublessor's sole cost and expense.

                  3. DEFINITIONS. All terms used herein which are defined in the
Sublease Agreement shall have the respective meanings ascribed to such terms in
the Sublease Agreement.

                  4. OTHER TERMS AND CONDITIONS. All terms and conditions of the
Sublease Agreement not expressly altered by this Sublease Amendment shall
continue in full force and effect.


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Sublease
Amendment the day and year first above written.

                                         SUBLESSOR:

                                         EXE TECHNOLOGIES, INC.


                                         By:  /S/ MICHAEL BURSTEIN
                                            ---------------------------

                                         Name:  MICHAEL BURSTEIN
                                              -------------------------

                                         Title:  CFO
                                               ------------------------

                                         SUBTENANT:

                                         COOK INLET/VOICESTREAM PCS, L.L.C.

                                         By:  VoiceStream PCS BTA I Corporation,
                                              its agent


                                         By:  /S/ [ILLEGIBLE]
                                            ----------------------------

                                         Name:
                                              --------------------------
                                         Title:
                                               -------------------------


<PAGE>


                               CONSENT OF LANDLORD

         Landlord consents to the subletting of the Additional Subleased
Premises from Sublessor to Subtenant in accordance with the terms and conditions
of the Sublease Agreement, as amended by this Amendment No. 1 to Sublease
Agreement, however, Sublessor shall continue to remain primarily liable for the
payment of all rent and other sums and the performance of all covenants required
of Sublessor under the Lease in accordance with the terms of the Lease.

                                    LANDLORD:

                                    BLI-8787, LTD.

                                    By:  Barnett Lane Investments, Inc.,
                                             general partner


                                    By:  /S/ DAVID A. LANE
                                       --------------------------------

                                    Name:  DAVID A. LANE
                                         ------------------------------

                                    Title:  PRESIDENT
                                          -----------------------------