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                            EXE TECHNOLOGIES, INC.

                 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                Amended and Restated Effective February 8, 2000

                  EXE Technologies, Inc., a Delaware corporation (the
"COMPANY"), hereby formulates and adopts the following Stock Option Plan (the
"PLAN") for Non-Employee Directors of the Company.

                  1.  PURPOSE.  The purpose of the Plan is to secure for the
Company the benefits of the additional incentive inherent in the ownership of
Class B Common Stock, par value $.0l per share, of the Company, or in the event
of the conversion of the Class B Common Stock, shares of Class A Common Stock,
par value $.01 per share, of the Company issued or issuable upon the conversion
of the Class B Common Stock ("COMMON STOCK") by non-employee directors of the
Company and to help the Company secure and retain the services of such
non-employee directors.

                  2.  ADMINISTRATION.  The Plan is intended to be a largely
self-governing formula plan. To this end, except as provided in Section 4, the
Plan requires minimal discretionary action by any administrative body with
regard to any transaction under the Plan. To the extent that questions of
administration arise, these shall be resolved by the Board of Directors of the
Company (the "BOARD OF DIRECTORS").

                  Subject to the express provisions of the Plan, the Board of
Directors shall have plenary authority to interpret the Plan, to prescribe,
amend and rescind the rules and regulations relating to it and to make all other
determinations deemed necessary and advisable for the administration of the
Plan. The determination of the Board of Directors shall be conclusive.

                  3.  COMMON STOCK SUBJECT TO OPTIONS.  Subject to the
adjustment provisions of Section 15 below, a maximum of 300,000 shares of
Common Stock may be made subject to Options (as hereinafter defined) granted
under the Plan. If, and to the extent that, Options granted under the Plan
shall terminate, expire or be canceled for any reason without having been
exercised, new Options may be granted in respect of the shares covered by
such terminated, expired or canceled Options. The granting and terms of such
new Options shall comply in all respects with the provisions of the Plan.

                  Shares sold upon the exercise of any Option granted under the
Plan may be shares of authorized and unissued Common Stock, shares of issued
Common Stock held in the Company's treasury or both.

                  There shall be reserved at all times for sale under the Plan a
number of shares, of either authorized and unissued shares of Common Stock or
shares of Common Stock held in the Company's treasury, or both, equal to the
maximum number of shares that may be purchased pursuant to Options granted or
that may be granted under the Plan.

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                  4.  GRANT OF OPTIONS.

                      (a)  INITIAL AWARDS.  Each person who is first elected,
appointed or otherwise first becomes an "ELIGIBLE DIRECTOR" (as defined in
Section 5) after the Effective Date (as defined in Section 19) shall receive
an Option to purchase 25,000 shares of Common Stock as of the date on which
such person first becomes an Eligible Director ("INITIAL OPTIONS").

                      (b)  SPECIAL ONE-TIME AWARD.  Each person who is an
Eligible Director as of the Effective Date shall receive an Option to
purchase 25,000 shares of Common Stock as of the Effective Date ("SPECIAL
OPTIONS").

                      (c)  SUBSEQUENT AWARDS.  Each Eligible Director who is
re-elected, shall, effective as of the first day of such Eligible Director's
new three-year term, receive an Option to purchase 25,000 shares of Common
Stock for service as a director of the Company ("SUBSEQUENT OPTIONS");
provided that, if a re-elected Eligible Director's term is for one year, such
Eligible Director shall receive Subsequent Options only on the third
anniversary of his initial election, and, if re-elected, every three years
thereafter; provided further, that if the Company institutes three-year terms
for directors and this causes an Eligible Director to be eligible for
Subsequent Options prior to the expiration of three years from a prior grant
of Initial Options or Subsequent Options, the Board of Directors shall make
equitable adjustments in the granting schedule of Subsequent Options as it
deems appropriate in its sole discretion.

                      (d)  DISCRETIONARY AWARDS.  In addition to Initial
Options, Special Options and Subsequent Options, the Board of Directors may,
in its sole discretion, award additional Options ("DISCRETIONARY OPTIONS") to
Eligible Directors, in amounts and subject to such vesting conditions as
shall be prescribed in an applicable Option Agreement.

                  Initial Options, Special Options, Subsequent Options and
Discretionary Options may, individually or collectively, be referred to as
"OPTIONS."

                      (e)  TYPE OF OPTIONS.  All Options granted under the
Plan shall be "nonqualified" stock options subject to the provisions of
section. 83 of the Internal Revenue Code of 1986, as amended (the "Code").

                  5.  INDIVIDUALS ELIGIBLE.  Only directors of the Company
who are not employees of the Company ("ELIGIBLE DIRECTORS") shall participate
in the Plan. A director receiving an Option pursuant to the Plan may
hereinafter be referred to as an "OPTIONEE."

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                  6.  PRICE.

                      (a)      The option price of each share of Common
                               Stock purchasable under any Option granted
                               pursuant to the Plan shall be no less than
                               the Fair Market Value (as defined below)
                               thereof at the time the Option is granted.

                      (b)      For purposes of the Plan, "FAIR MARKET
                               VALUE" of a share of Common Stock shall
                               mean:

                               (i)   If the shares of Common Stock are
listed on a national or regional securities exchange or traded through
NASDAQ/NMS, then the Fair Market Value of a share of Common Stock shall be
the closing price for a share of Common Stock on the exchange or on
NASDAQ/NMS, as reported in The WALL STREET JOURNAL or such other source as
the Board of Directors deems reliable on the relevant valuation date, or if
there is no trading on that date, on the next trading date.

                               (ii)  If the shares of Common Stock are
traded in the over-the-counter market, then the Fair Market Value of a share
of Common Stock shall be the mean of the bid and asked prices for a share of
Common Stock on the relevant valuation date as reported in THE WALL STREET
JOURNAL or other source the Board of Directors deems reliable (or, if not so
reported, as otherwise reported by the National Association of Securities
Dealers Automated Quotations ("NASDAQ") System or the NASD OTC Bulletin
Board), or if there is no trading on such date, on the next trading date.

                               (iii) In the absence of an established market
for the Common Stock, the Fair Market Value of a share of Common Stock shall
be determined by the Board of Directors in its sole discretion.

                  7.  VESTING AND DURATION OF OPTIONS.

                      (a)  VESTING.

                           Unless specified otherwise in an Option Agreement,
each Option granted hereunder shall vest and become exercisable in 1/4
increments on each of the first, second, third and fourth anniversaries of
the date such Option is granted; PROVIDED that the Optionee is in the service
of the Company as a director on such date. In the event of the termination of
the Optionee's service as a director of the Company prior to the fourth
anniversary of the date such Option is granted, such Option, to the extent
not yet vested, shall automatically and without notice terminate and become
null and void.

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                      (b)  TERM OF OPTIONS.

                           Notwithstanding any provision of the Plan to the
contrary (other than Section 7(a)), the unexercised portion of any Option
granted under the Plan shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:

                           (i)   The expiration of 10 years from the date on
which such Option was granted;

                           (ii)  The expiration of three (3) months from the
date the Optionee's service with the Company shall terminate for any reason
other than death or Disability; and

                           (iii) The expiration of twelve (12) months from
the date the Optionee's service with the Company terminates due to death or
Disability.

                  For purposes of this Plan, "DISABILITY" or "DISABLED" shall
mean (i) when the Optionee is determined to be disabled within the meaning of
any long term disability policy or program sponsored by the Company covering
the Optionee, as in effect as of the date of such determination, or (ii) if
no such policy or program shall be in effect, when the Optionee is unable to
engage in any substantial gainful activity by reason of a physical or mental
impairment that can be expected to result in death or that has lasted or can
be expected to last for a continuous period of not less than twelve (12)
months. The determination of whether an Optionee is Disabled pursuant to
subparagraph (ii) shall be determined by the Board of Directors, whose
determination shall be conclusive.

                  8.  EXERCISE OF OPTIONS.

                      (a)  An Option granted under the Plan shall be deemed
exercised when the person entitled to exercise the Option:

                           (i)  delivers written notice to the Company at its
principal business office, directed to the attention of its Corporate
Secretary, of the decision to exercise; and

                           (ii) concurrently tenders to the Company full
payment for the shares to be purchased pursuant to such exercise, accompanied
by an executed Stock Purchase and Restriction Agreement and any other
agreements required by the Board of Directors or the terms of the Plan and
any Option Agreement.

                      (b)  Payment for shares with respect to which an Option
is exercised may be made in any combination of the following: (i) by cash or
certified or official bank check

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payable to the Company (or the equivalent thereof acceptable to the Board of
Directors); (ii) with the consent of the Board of Directors in its sole
discretion, by personal check (subject to collection) and which may in the
Board of Directors' discretion be deemed conditional; and (iii) by delivery
of previously acquired shares of Common Stock owned by the grantee for at
least six months (or such longer or shorter period as the Board of Directors
may prescribe that will not result in variable accounting treatment) having a
fair market value (determined as of the option exercise date) equal to the
portion of the option exercise price being paid thereby. In addition, in the
event there is a public market for the shares and subject to such rules as
may be established by the Board of Directors, payment in accordance with
clause (a) of this Section 8 may be deemed to be satisfied by delivery to the
Company of an assignment of a sufficient amount of the proceeds from the sale
of Common Stock acquired upon exercise to pay for all of the Common Stock
acquired upon exercise and an authorization to the broker or selling agent to
pay that amount to the Company, which sale shall be made at the Optionee's
direction at the time of exercise; PROVIDED, HOWEVER, that the availability
of this payment method shall be available only if the Board of Directors
determines that the accounting treatment that may result does not adversely
impact the Company.

                  9.  NONTRANSFERABILITY OF OPTIONS.

                      (a)  Except as provided in Section 9(b), no Option or
any right evidenced thereby shall be transferable in any manner other than by
will or the laws of descent and distribution, and, during the lifetime of an
Optionee, only the Optionee (or the Optionee's court-appointed legal
representative) may exercise an Option.

                      (b)  Options may be transferred to family members of
Optionees or to entities controlled by Optionees.

                  10.  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 (as defined below), the Board of Directors 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 of Directors
shall have the right, in its sole discretion, subject to and conditioned upon
a Sale of the Company (as defined below): (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, (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

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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 of Directors in its sole discretion.

                  For purposes of this Plan, "CHANGE OF CONTROL" shall mean
the happening of an event (excluding a public offering) that shall be deemed
to have occurred upon the earliest to occur of the following events: (i) the
date the stockholders of the Company (or the Board, if stockholder action is
not required) approve a plan or other arrangement pursuant to which the
Company will be dissolved or liquidated; (ii) the date the stockholders of
the Company (or the Board, if stockholder action is not required) approve a
definitive agreement to sell or otherwise dispose of all or substantially all
of the assets of the Company; (iii) the date the stockholders of the Company
(or the Board, if stockholder action is not required) and the stockholders of
the other constituent corporations (or their respective boards of directors,
if and to the extent that stockholder action is not required) have approved a
definitive agreement to merge or consolidate the Company with or into another
corporation, other than, in either case, a merger or consolidation of the
Company in which holders of shares of the Company's voting capital stock
immediately prior to the merger or consolidation will have at least fifty
percent (50%) of the ownership of voting capital stock of the surviving
corporation immediately after the merger or consolidation (on a fully diluted
basis), which voting capital stock is to be held by each such holder in the
same or substantially similar proportion (on a fully diluted basis) as such
holder's ownership of voting capital stock of the Company immediately before
the merger or consolidation; (iv) the date any entity, person or group
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT")), other than (A) the
Company, (B) any of its subsidiaries, (C) any of the holders of the capital
stock of the Company, as determined on the date that this Plan is adopted by
the Board, (D) any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries or (E) any Affiliate of
any of the foregoing, shall have acquired beneficial ownership of, or shall
have acquired voting control over more than fifty percent (50%) of the
outstanding shares of the Company's voting capital stock (on a fully diluted
basis), unless the transaction pursuant to which such person, entity or group
acquired such beneficial ownership or control resulted from the original
issuance by the Company of shares of its voting capital stock and was
approved by at least a majority of directors who shall have been members of
the Board for at least twelve (12) months prior to the date of such approval;
(v) the first day after the date of this Plan when directors are elected such
that there shall have been a change in the composition of the Board such that
a majority of the Board shall have been members of the Board for less than
twelve (12) months, unless the nomination for election of each new director
who was not a director at the beginning of such twelve (12) month period was
approved by a vote of at least sixty percent (60%) of the directors then
still in office who were directors at the beginning of such period; or
(vi) the date upon which the Board determines (in its sole discretion) that
based on then current available information, the events described in
clause (iv) are reasonably likely to Occur.

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                  "SALE OF THE COMPANY" shall mean the earliest of: (i) the
closing of a sale, transfer or other disposition of all or substantially all
of the shares of the capital stock then outstanding of the Company (except if
such transferee is then an Affiliate); (ii) the closing of a sale, transfer
or other disposition of all or substantially all of the assets of the Company
(except if such transferee is then an Affiliate); or (iii) the merger or
consolidation of the Company with or into another corporation (except an
Affiliate), other than a merger or consolidation of the Company in which the
holders of shares of the Company's voting capital stock outstanding
immediately before such merger or consolidation hold greater than fifty
percent (50%) of the surviving entity's voting capital stock after such
consolidation or merger.

                  11.  FORFEITURE.  Notwithstanding any other provision of
this Plan, if an Optionee's service with the Company is terminated and the
Board of Directors makes a determination that the Optionee (a) has engaged in
any type of disloyalty to the Company, including without limitation, fraud,
embezzlement, theft, or dishonesty in the course of Optionee's service,
(b) has been convicted of a felony or other crime involving a breach of trust
or fiduciary duty owed to the Company, or (c) has made an unauthorized
disclosure of trade secrets or confidential information of the Company then,
at the election of the Board of Directors, all unexercised Options held by
the Optionee (whether or not then exercisable) shall terminate. In the event
of such an election by the Board of Directors, 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.

                  12.  RIGHTS OF OPTIONEE.  Neither the Optionee nor the
Optionee's executor or administrator shall have any of the rights of a
stockholder of the Company with respect to the shares subject to an Option
until certificates for such shares shall actually have been issued upon the
due exercise of such Option. Unless the Board of Directors otherwise
determines in accordance with Section 15 below, no adjustment shall be made
for any regular cash dividend for which the record date is prior to the date
of such due exercise and full payment for such shares has been made therefor.

                  13.  RIGHT TO TERMINATE SERVICE.  Nothing in the Plan or in
any Option shall confer upon any Optionee the right to continue in the
services of the Company or affect the right of the Company to terminate the
Optionee's service at any time, subject, however, to the provisions of any
agreement between the Company and the Optionee.

                  14.  NONALIENATION OF BENEFITS.  No right or benefit under
the Plan shall be subject to anticipation, alienation, sale, assignment,
hypothecation, pledge, exchange, transfer, encumbrance or charge, and any
attempt to anticipate, alienate, sell, assign, hypothecate, pledge,

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exchange, transfer, encumber or charge the same shall be void. To the extent
permitted by applicable law, no right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts, liabilities or torts
of the person entitled to such benefits.

                  15.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.  In
the event that the Board of Directors determines that any dividend or other
distribution (whether in the form of cash, shares of Common Stock, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
shares of Common Stock or other securities of the Company, or other similar
corporate transaction or event affects the shares of Common Stock such that
an adjustment is determined by the Board of Directors in its discretion to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Board of Directors shall, in such manner as it may deem equitable, adjust any
or all of (i) the number of shares of Common Stock or other securities of the
Company (or number and kind of other securities or property) with respect to
which Options may be granted, including the amounts specified in Section 4,
(ii) the number of shares of Common Stock or other securities of the Company
(or number and kind of other securities or property) subject to outstanding
Options and (iii) the grant or exercise price with respect to any Option or,
if deemed appropriate, make provision for a cash payment to the holder of an
outstanding Option in consideration for the cancellation of such Option.

                  16.  FORM OF AGREEMENTS WITH OPTIONEES.  Each Option
granted pursuant to the Plan shall be evidenced by an individual agreement
("OPTION AGREEMENT") in writing and shall have such form, terms and
provisions, not inconsistent with the provisions of the Plan, as the Board of
Directors shall provide for such Option. In the event that any provisions of
an Option Agreement differ from the terms of the Plan, the Plan provisions
shall govern. Upon exercise of an Option, the Optionee shall execute and
deliver to the Company a Stock Purchase and Restriction Agreement in such
form or forms as the Board shall approve from time to time. The Board of
Directors 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 the Stock Purchase and Restriction Agreement and any other
agreement required by the Plan or the Option Agreement, as determined by the
Board of Directors, may contain such other provisions of this Plan, including,
without limitation, restrictions upon or conditions precedent to the exercise
of the Option.

                  17.  PURCHASE FOR INVESTMENT.  Whether or not the Options
and shares covered by the Plan have been registered under the Securities Act
of 1933, as amended, each person exercising an Option under the Plan may be
required by the Company to give a representation in writing that such person
is acquiring such shares for investment and not with a view to, or in
connection with, the sale, transfer or distribution of any part thereof. The
Company will endorse any necessary legend referring to the foregoing
restriction upon the certificate or certificates

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representing any shares issued or transferred to the Optionee upon the
exercise of any Option granted under the Plan.

                  18.  TERMINATION AND AMENDMENT OF PLAN AND OPTIONS.

                       (a)  Unless the Plan shall theretofore have been
terminated as hereinafter provided, Options may be granted under the Plan, as
provided in Section 4 hereof, prior to the tenth anniversary of the Effective
Date on which date the Plan will expire, except as to Options then
outstanding under the Plan. Such Options shall remain in effect until they
have been exercised, have expired or have been canceled.

                       (b)  The Plan may be terminated or amended at any time
by the Board of Directors; PROVIDED, HOWEVER, that (i) any such amendment
shall comply with all applicable laws and applicable stock exchange listing
requirements and (ii) any amendment for which stockholder approval is
necessary to comply with any tax or regulatory requirement shall not be
effective until such approval has been obtained.

                       (c)  No termination, modification or amendment of the
Plan, without the consent of the Optionee, may adversely affect the rights of
such person with respect to any Option previously granted under the Plan.

                  19.  EFFECTIVE DATE OF PLAN.  The Plan shall become
effective upon approval of the Plan by the Board of Directors (the "EFFECTIVE
DATE").

                  20.  GOVERNMENT AND OTHER REGULATIONS.  The obligation of
the Company with respect to Options granted under the Plan shall be subject
to all applicable laws, rules and regulations and such approvals by any
governmental agency as may be required, including, without limitation, the
effectiveness of any registration statement required under the Securities Act
of 1933, as amended, and the rules and regulations of any securities exchange
on which the Common Stock may be listed.

                  21.  WITHHOLDING.  The Company's obligation to deliver
shares of Common Stock in respect of any Option granted under the Plan shall
be subject to any applicable federal, state and local tax withholding
requirements. Federal, state and local withholding tax, if any, due upon the
exercise of any Option, may be paid in shares of Common Stock (including the
withholding of shares subject to an Option).

                  22.  SEPARABILITY.  If any part of the Plan is declared by
any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not invalidate any portion of the Plan not
declared to be unlawful or invalid. Any Section or part of a Section so
declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a
Section to the fullest extent possible while remaining lawful and valid.

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                  23.  NON-EXCLUSIVITY OF THE PLAN.  Neither the adoption of
the Plan by the Board of Directors nor the submission of the Plan to the
stockholders of the Company for approval shall be construed as creating any
limitation on the power of the Board of Directors to adopt such other
incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options and the awarding of stock and cash
otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

                  24.  EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION.
By acceptance of an Option, each Optionee shall be deemed to have agreed
that such grant is special incentive compensation that will not be taken into
account, in any manner, as salary, compensation or bonus in determining the
amount of any payment under any pension, retirement or other employee benefit
plan of the Company or any of its affiliates. In addition, such Option will
not affect the amount of any life insurance coverage, if any, provided by the
Company on the life of the Optionee.

                  25.  GOVERNING LAW.  The Plan shall be governed by, and
construed in accordance with, the laws of the State of Delaware.