<PAGE>


================================================================================

                           SECOND AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

                                      among

                             EXE TECHNOLOGIES, INC.,

                       GENERAL ATLANTIC PARTNERS 41, L.P.,

                       GENERAL ATLANTIC PARTNERS 57, L.P.,

                        GAP COINVESTMENT PARTNERS, L.P.,

                       GAP COINVESTMENT PARTNERS II, L.P.,

                                MSD 1998 GRAT #6,

                         TRIPLE MARLIN INVESTMENTS LLC,

                             ROTHKO INVESTMENTS LLC,

                        MSD PORTFOLIO L.P. - INVESTMENTS,

                                  TCV III (GP),

                                 TCV III, L.P.,

                               TCV III (Q), L.P.,

                        TCV III STRATEGIC PARTNERS, L.P.,

                                       and

                          THE STOCKHOLDERS NAMED HEREIN

                          ---------------------------

                         Dated as of: September 29, 1999

                          ---------------------------

================================================================================

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

1.  Definitions................................................................2

2.  General; Securities Subject to this Agreement..............................7
    (a)      Grant of Rights...................................................7
    (b)      Registrable Securities............................................8
    (c)      Holders of Registrable Securities.................................8

3.  Demand Registration........................................................8
    (a)      Request for Demand Registration...................................8
    (b)      Incidental or "Piggy-Back" Rights with Respect
               to a Demand Registration........................................9
    (c)      Effective Demand Registration.....................................9
    (d)      Expenses.........................................................10
    (e)      Underwriting Procedures..........................................10
    (f)      Selection of Underwriters........................................10

4.  Incidental or "Piggy-Back" Registration...................................11
    (a)      Request for Incidental Registration..............................11
    (b)      Expenses.........................................................12

5.  Form S-3 Registration.....................................................12
    (a)      Request for a Form S-3 Registration..............................12
    (b)      Form S-3 Underwriting Procedures.................................12
    (c)      Limitations on Form S-3 Registrations............................13
    (d)      Expenses.........................................................13
    (e)      No Demand Registration...........................................14

6.  Holdback Agreements.......................................................14
    (a)      Restrictions on Public Sale by Designated Holders................14
    (b)      Restrictions on Public Sale by the Company.......................14

7.  Registration Procedures...................................................15
    (a)      Obligations of the Company.......................................15
    (b)      Seller Information...............................................18
    (c)      Notice to Discontinue............................................18
    (d)      Registration Expenses............................................18

                                      -ii-
<PAGE>

8.  Indemnification; Contribution.............................................19
    (a)      Indemnification by the Company...................................19
    (b)      Indemnification by Designated Holders............................19
    (c)      Conduct of Indemnification Proceedings...........................20
    (d)      Contribution.....................................................20

9.  Rule 144..................................................................21

10. Miscellaneous.............................................................21
    (a)      Recapitalizations, Exchanges, etc. ..............................21
    (b)      No Inconsistent Agreements.......................................22
    (c)      Remedies.........................................................22
    (d)      Amendments and Waivers...........................................22
    (e)      Notices..........................................................23
    (f)      Successors and Assigns; Third Party Beneficiaries................25
    (g)      Counterparts.....................................................25
    (h)      Headings.........................................................26
    (i)      Governing Law....................................................26
    (j)      Severability.....................................................26
    (k)      Entire Agreement.................................................26
    (l)      Further Assurances...............................................26




                                     -iii-
<PAGE>

                           SECOND AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT

     THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is hereby
made on this 29th day of September, 1999 by and among EXE Technologies, Inc., a
Delaware corporation (the "Company"), General Atlantic Partners 57, L.P., a
Delaware limited partnership ("GAP 57"), General Atlantic Partners 41, L.P., a
Delaware limited partnership ("GAP LP"), GAP Coinvestment Partners, L.P., a New
York limited partnership ("GAP Coinvestment"), GAP Coinvestment Partners II,
L.P., a Delaware limited partnership ("GAP Coinvestment II"), MSD 1998 GRAT #6
("MSD"), Triple Marlin Investments LLC, a Delaware limited liability company,
("Triple Marlin"), Rothko Investments LLC, a Delaware limited liability company
("Rothko"), MSD Portfolio L.P. - Investments, a Delaware limited partnership
("MSD Portfolio"), TCV III (GP), a Delaware general partnership, TCV III, L.P.,
a Delaware limited partnership, TCV III (Q), L.P., a Delaware limited
partnership, TCV III Strategic Partners, L.P., a Delaware limited partnership
(together with TCV III (GP), TCV III, L.P. and TCV III (Q), L.P. collectively,
the "TCV Purchasers"), Lyle Baack ("Baack"), and Nigel Bahadur, Adam Belsky and
Raymond Hood (the "Neptune Stockholders," and collectively with Baack, the
"Major Stockholders").

                             PRELIMINARY STATEMENTS

     A. The Company, GAP LP, GAP Coinvestment, MSD, Triple Marlin, Rothko, and
the Major Stockholders are parties to that certain Amended and Restated
Registration Rights Agreement, dated as of July 10, 1998 (the "Amended and
Restated Registration Rights Agreement").

     B. GAP LP and GAP Coinvestment own all of the issued and outstanding shares
of the Company's Series A Convertible Participating Preferred Stock, par value
$0.01 per share (the "Series A Preferred Stock"), and of the Company's Series B
Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred
Stock").

     C. MSD, Triple Marlin, and Rothko own all of the issued and outstanding
shares of the Company's Series C Convertible Preferred Stock, par value $0.01
per share (the "Series C Preferred Stock").

     D. The EXE Stockholders (as defined below) own a majority of the issued and
outstanding shares of the Company's Class A Common Stock (as defined below).

     E. Each of GAP 57, GAP Coinvestment II, the TCV Purchasers, and MSD
Portfolio have agreed to purchase shares of the Company's Series D Convertible
Preferred Stock, par value

                                      -1-
<PAGE>

$0.01 per share (the "Series D Preferred Stock"), pursuant to that certain
Series D Preferred Stock Purchase Agreement dated of even date herewith (the
"Series D Stock Purchase Agreement").

     F. Concurrently with the execution and delivery of this Agreement, the
Company, GAP LP, GAP Coinvestment, MSD, Triple Marlin, Rothko, MSD Portfolio,
the EXE Stockholders, GAP 57, GAP Coinvestment II and the TCV Purchasers are
entering into a Second Amended and Restated Stockholders Agreement (the "Second
Amended and Restated Stockholders Agreement"), pursuant to which the parties
have agreed, among other things, to certain first offer, tag-along and
preemptive rights and corporate governance rights and obligations.

     G. Each of the Company, GAP LP, GAP Coinvestment, MSD, Triple Marlin,
Rothko and the Major Stockholders deems it desirable (a) to enter into this
Agreement to induce GAP 57, GAP Coinvestment II, the TCV Purchasers and MSD
Portfolio to purchase the shares of Series D Preferred Stock pursuant to the
Series D Stock Purchase Agreement and to enter into the Second Amended and
Restated Stockholders Agreement, and (b) to amend and restate the Amended and
Restated Registration Rights Agreement.

          IN CONSIDERATION of the foregoing and of the mutual covenants and
agreements set forth in this Agreement and for good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties to this Agreement, intending to be legally bound, hereby agree as
follows:

     1. Definitions. As used in this Agreement the following terms have the
meanings indicated:

          "AFFILIATE" shall mean any Person who is an "affiliate" as defined in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act. The
following shall be deemed to be Affiliates of GAP LP and GAP 57: (a) GAP LLC,
the members of GAP LLC, the limited partners of GAP LP, and the limited partners
of GAP 57; (b) any Affiliate of GAP LLC, the members of GAP LLC, the limited
partners of GAP LP, and the limited partners of GAP 57; and (d) any limited
liability company or partnership a majority of whose members or partners, as the
case may be, are members, former members, consultants or key employees of GAP
LLC. GAP 57, GAP LP, GAP Coinvestment and GAP Coinvestment II shall be deemed to
be Affiliates of one another. The following shall be deemed to be Affiliates of
MSD: (x) Michael Dell; (y) the limited partners of MSD L.P.; and (z) any
Affiliate of Michael Dell, including MSD Capital, L.P., and the limited partners
of MSD Capital, L.P. The following shall be

                                      -2-
<PAGE>

deemed to be Affiliates of Triple Marlin: (I) the members of Triple Marlin; and
(II) any Affiliate of the members of Triple Marlin. The following shall be
deemed to be Affiliates of Rothko: (A) the members of Rothko; and (B) any
Affiliate of the members of Rothko. The following shall be deemed to be
Affiliates of MSD Portfolio: (X) the members of MSD Portfolio; and (Y) any
Affiliate of the members of MSD Portfolio. MSD, Triple Marlin, Rothko and MSD
Portfolio shall be deemed to be Affiliates of one another. The following shall
be deemed to be Affiliates of each of the TCV Purchasers: (1) Technology
Crossover Management III, L.L.C.; (2) the members of Technology Crossover
Management III, L.L.C.; (3) any Affiliate of Technology Crossover Management
III, L.L.C.; and (4) the limited partners of each of the TCV Purchasers.

          "ALLOCATION SHARES" shall have the meaning set forth in that certain
Allocation Agreement entered into of even date herewith among the Company and
GAP 57, GAP Coinvestment II and the TCV Purchasers.

          "APPROVED UNDERWRITER" has the meaning set forth in Section 3(f) of
this Agreement.

          "BAACK" has the meaning set forth in the recitals to this Agreement.

          "BOARD OF DIRECTORS" means the Company's Board of Directors.

          "CLASS A COMMON STOCK" means the Company's Class A Common Stock, par
value $.01 per share, or any other equity securities of the Company into which
such securities are converted, reclassified, reconstituted or exchanged.

          "CLASS B COMMON STOCK" means the Company's Class B Common Stock, par
value $.01 per share, or any other equity securities of the Company into which
such securities are converted, reclassified, reconstituted or exchanged.

          "CLOSING PRICE" means, with respect to the Registrable Securities, as
of the date of determination: (a) the closing price per share for Registrable
Securities on such date published in the WALL STREET JOURNAL or, if no such
closing price on such date is published in the WALL STREET JOURNAL, then the
average of the closing bid and asked prices on such date, as officially reported
on the principal national securities exchange (including, without limitation,
The Nasdaq Stock Market, Inc.) on which the Registrable Securities are then
listed or admitted to trading; (b) if the Registrable Securities are not then
listed or admitted to trading on any national securities exchange but are
designated as national market system securities by the NASD, then the last
trading price per share for Registrable Securities on such date; (c) if there
shall have been no trading on such date or if the Registrable Securities are not
so designated, then the average of the reported closing bid and asked prices of
the Registrable Securities on such date as shown by The Nasdaq Stock Market,
Inc. (or its successor) and reported by any member firm of the New York Stock
Exchange, Inc. selected by the Company; or (d) if none of (a), (b) or (c) is
applicable, then a market price per share reasonably determined in good faith by
the Board of Directors or, if such determination is not reasonably satisfactory
to the Designated Holder for whom such


<PAGE>

determination is being made, then by a nationally recognized investment banking
firm selected by the Company and such Designated Holder, the expenses for which
shall be borne equally by the Company and such Designated Holder.

          "COMPANY" has the meaning set forth in the preamble to this Agreement.

          "COMPANY UNDERWRITER" has the meaning set forth in Section 4(a) of
this Agreement.

          "DELL STOCKHOLDERS" means MSD, Triple Marlin, Rothko and MSD Portfolio
and any Affiliate thereof to which Registrable Securities are transferred in
accordance with Section 2.2 of the Second Amended and Restated Stockholders
Agreement.

          "DEMAND REGISTRATION" has the meaning set forth in Section 3(a) of
this Agreement.

          "DESIGNATED HOLDER" means each of the EXE Stockholders, the General
Atlantic Stockholders, the Dell Stockholders and the TCV Stockholders and any
transferee of any of them to whom Registrable Securities have been transferred
in accordance with the provisions of the Second Amended and Restated
Stockholders Agreement and Section 10(f) of this Agreement, other than a
transferee to whom such securities have been transferred pursuant to a
Registration Statement under the Securities Act or Rule 144 or Regulation S
under the Securities Act.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "EXE STOCKHOLDERS" means the Major Stockholders and any Permitted
Transferee (as defined in the Second Amended and Restated Stockholders
Agreement) thereof to which Registrable Securities are transferred in accordance
with Section 2.2 of the Second Amended and Restated Stockholders Agreement.

          "GAP COINVESTMENT" has the meaning set forth in the preamble to this
Agreement.

          "GAP COINVESTMENT II" has the meaning set forth in the preamble to
this Agreement.

          "GAP LLC" means General Atlantic Partners, LLC, a Delaware limited
liability company and the general partner of GAP LP and GAP 57, and any
successor to such entity.

                                      -4-
<PAGE>

          "GAP 57" has the meaning set forth in the preamble to this Agreement.

          "GAP LP" has the meaning set forth in the preamble to this Agreement.

          "GENERAL ATLANTIC STOCKHOLDERS" means GAP 57, GAP LP, GAP
Coinvestment, GAP Coinvestment II and any Affiliate thereof to which Registrable
Securities are transferred in accordance with Section 2.2 of the Second Amended
and Restated Stockholders Agreement.

          "HOLDERS' COUNSEL" has the meaning set forth in Section 7(a)(i) of
this Agreement.

          "INCIDENTAL REGISTRATION" has the meaning set forth in Section 4(a) of
this Agreement.

          "INDEMNIFIED PARTY" has the meaning set forth in Section 8(c) of this
Agreement.

          "INDEMNIFYING PARTY" has the meaning set forth in Section 8(c) of this
Agreement.

          "INITIAL PUBLIC OFFERING" means a firm commitment underwritten initial
public offering pursuant to an effective Registration Statement filed under the
Securities Act.

          "INITIATING HOLDERS" has the meaning set forth in Section 3(a) of this
Agreement.

          "INVESTOR STOCKHOLDERS" means, collectively, the Dell Stockholders,
the General Atlantic Stockholders and the TCV Stockholders.

          "INSPECTOR" has the meaning set forth in Section 7(a)(viii) of this
Agreement.

          "IPO EFFECTIVENESS DATE" means the closing date of the Company's
Initial Public Offering.

          "MAJOR STOCKHOLDERS" has the meaning set forth in the recitals to this
Agreement.

                                      -5-
<PAGE>

          "MARKET PRICE" means, on any date of determination, the average of the
daily Closing Price of the Registrable Securities for the immediately preceding
thirty (30) days on which the national securities exchanges are open for
trading.

          "NASD" has the meaning set forth in Section 7(a)(xiv) of this
Agreement.

          "NEPTUNE STOCKHOLDERS" has the meaning set forth in the preamble to
this Agreement.

          "PERSON" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

          "PREFERRED STOCK" means, collectively, the Series A Preferred Stock,
the Series B Preferred Stock, the Series C Preferred Stock and the Series D
Preferred Stock.

          "RECORDS" has the meaning set forth in Section 7(a)(viii) of this
Agreement.

          "REGISTRABLE SECURITIES" means each of the following: (a) any and all
shares of Class A Common Stock owned by the Designated Holders or issued or
issuable to a Designated Holder upon conversion of shares of Class B Common
Stock or Preferred Stock, including, without limitation, any shares of Class A
Common Stock issued or issuable upon conversion of any shares of preferred stock
acquired by any of the Designated Holders after the date hereof; (b) any other
shares of Class A Common Stock acquired or owned by any of the Designated
Holders prior to the IPO Effectiveness Date, or acquired or owned by any of the
Designated Holders after the IPO Effectiveness Date if such Designated Holder is
an Affiliate of the Company; and (c) any shares of Class A Common Stock or
voting common stock issued or issuable to any of the Designated Holders with
respect to shares of Class A Common Stock, Class B Common Stock or Preferred
Stock by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise and shares of Class A Common Stock or voting common
stock issuable upon conversion, exercise or exchange thereof.

          "REGISTRATION EXPENSES" has the meaning set forth in Section 7(d) of
this Agreement.

          "REGISTRATION STATEMENT" means a Registration Statement filed pursuant
to the Securities Act.

                                      -6-
<PAGE>

          "SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT" has the meaning
set forth in the Preliminary Statements to this Agreement.

          "S-3 INITIATING HOLDERS" has the meaning set forth in Section 5(a) of
this Agreement.

          "S-3 REGISTRATION" has the meaning set forth in Section 5(a) of this
Agreement.

          "SEC" means the Securities and Exchange Commission or any similar
agency then having jurisdiction to enforce the Securities Act.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "SERIES A PREFERRED STOCK" has the meaning set forth in the
Preliminary Statements to this Agreement.

          "SERIES B PREFERRED STOCK" has the meaning set forth in the
Preliminary Statements to this Agreement.

          "SERIES C PREFERRED STOCK" has the meaning set forth in the
Preliminary Statements to this Agreement.

          "SERIES D PREFERRED STOCK" has the meaning set forth in the
Preliminary Statements to this Agreement.

          "TCV PURCHASERS" has the meaning set forth in the preamble to this
Agreement.

          "TCV STOCKHOLDERS" means the TCV Purchasers and any Affiliate thereof
to which Registrable Securities are transferred in accordance with Section 2.2
of the Second Amended and Restated Stockholders Agreement.

     2. GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT.

          (a) GRANT OF RIGHTS. The Company hereby grants registration rights to
the EXE Stockholders, the Dell Stockholders, the General Atlantic Stockholders
and the TCV Stockholders upon the terms and conditions set forth in this
Agreement.

                                      -7-
<PAGE>

          (b) REGISTRABLE SECURITIES. For the purposes of this Agreement,
Registrable Securities will cease to be Registrable Securities when (i) a
Registration Statement covering such Registrable Securities has been declared
effective under the Securities Act by the SEC and such Registrable Securities
have been disposed of pursuant to such effective Registration Statement, (ii)
the entire amount of Registrable Securities proposed to be sold in a single
sale, in the opinion of counsel satisfactory to the Company and the Designated
Holder, each in their reasonable judgment, may be distributed to the public
without any limitation as to volume pursuant to Rule 144 (or any successor
provision then in effect) under the Securities Act or (iii) the Registrable
Securities are proposed to be sold or distributed by a Person not entitled to
the registration rights granted by this Agreement.

          (c) HOLDERS OF REGISTRABLE SECURITIES. A Person is deemed to be a
holder of Registrable Securities whenever such Person owns of record Registrable
Securities, or holds an option to purchase, or a security convertible into or
exercisable or exchangeable for, Registrable Securities whether or not such
acquisition or conversion has actually been effected and disregarding any legal
restrictions upon the exercise of such rights. If the Company receives
conflicting instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, then the Company may act upon the
basis of the instructions, notice or election received from the registered owner
of such Registrable Securities. Registrable Securities issuable upon exercise of
an option or upon conversion of another security shall be deemed outstanding for
the purposes of this Agreement.

     3. Demand Registration.

          (a) REQUEST FOR DEMAND REGISTRATION. At any time after the IPO
Effectiveness Date, each of (i) the Investor Stockholders holding a majority of
the Registrable Securities held by the Investor Stockholders, acting as a group
through their written designee, or (ii) the EXE Stockholders holding a majority
of the Registrable Securities held by the EXE Stockholders, acting as a group
through their written designee (the "Initiating Holders") may make a written
request to the Company to register, under the Securities Act (other than
pursuant to a Registration Statement on Form S-4 or S-8 or any successor
thereto) and under the securities or "blue sky" laws of any jurisdiction
designated by such holder or holders (a "Demand Registration"), the number of
Registrable Securities stated in such request; PROVIDED, HOWEVER, that the
Company shall not be obligated to effect more than two (2) Demand Registrations
for the Investor Stockholders and two (2) Demand Registrations for the EXE
Stockholders pursuant to this Section 3. For purposes of the preceding sentence,
two (2) or more Registration Statements filed in response to one (1) demand
shall be counted as one (1) Registration Statement. If at the time of any
request to register Registrable Securities pursuant to this Section 3(a), the
Company is engaged in, or has fixed plans to engage in, within thirty (30) days
of the time of such request, a registered public offering or is engaged in any
other activity which, in the good faith determination of the Board of Directors,
would be adversely affected by the requested

                                      -8-
<PAGE>

registration to the material detriment of the Company, then the Company may at
its option direct that such request be delayed for a reasonable period not in
excess of (i) three (3) months from the effective date of such offering or (ii)
the date of completion of such other material activity, as the case may be;
provided the Company is actively employing in good faith all reasonable efforts
to cause such registration to become effective or such other activity to be
completed, such right to delay a request to be exercised by the Company not more
than once in any one (1) year period. In addition, the Company shall not be
required to effect any registration within sixty (60) days after the effective
date of any other Registration Statement of the Company (other than a
registration on Form S-8). Each request for a Demand Registration by the
Initiating Holders shall state the amount of the Registrable Securities proposed
to be sold and the intended method of disposition thereof. Upon a request for a
Demand Registration, the Company shall promptly take such steps as are necessary
or appropriate to prepare for the registration of the Registrable Securities to
be registered.

          (b) INCIDENTAL OR "PIGGY-BACK" RIGHTS WITH RESPECT TO A DEMAND
REGISTRATION. Each of the Designated Holders (other than the Initiating Holders)
may offer its or his Registrable Securities under any Demand Registration
pursuant to this Section 3. Within ten (10) days after the receipt from an
Initiating Holder of a request for a Demand Registration, the Company shall (i)
give written notice thereof to all of the Designated Holders (other than the
Initiating Holders) and (ii) subject to Section 3(e), include in such
registration all of the Registrable Securities held by such Designated Holders
from whom the Company has received a written request for inclusion therein
within ten (10) days of the receipt by such Designated Holders of such written
notice referred to in clause (i) above. Each such request by such Designated
Holders shall specify the number of Registrable Securities proposed to be
registered and the intended method of disposition thereof. The failure of any
Designated Holder to respond within such 10-day period referred to in clause
(ii) above shall be deemed to be a waiver of such Designated Holder's rights
under this Section 3 with respect to such Demand Registration, PROVIDED that any
Designated Holder may waive its rights under this Section 3 prior to the
expiration of such 10-day period by giving written notice to the Company, with a
copy to the Initiating Holder.

          (c) EFFECTIVE DEMAND REGISTRATION. The Company shall use its best
efforts to cause any such Demand Registration to become and remain effective not
later than ninety (90) days after it receives a request under Section 3(a)
hereof. A registration shall not constitute a Demand Registration until it has
become effective and remains continuously effective for the lesser of (i) the
period during which all Registrable Securities registered in the Demand
Registration are sold or (ii) 120 days; PROVIDED, HOWEVER, that a registration
shall not constitute a Demand Registration if (x) after such Demand Registration
has become effective, such registration or the related offer, sale or
distribution of Registrable Securities thereunder is interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental
agency or court for any reason not attributable to the Initiating Holders and
such

                                      -9-
<PAGE>

interference is not thereafter eliminated or (y) the conditions specified
in the underwriting agreement, if any, entered into in connection with such
Demand Registration are not satisfied or waived, other than by reason of a
failure by the Initiating Holders.

          (d) EXPENSES. In any registration initiated as a Demand Registration,
the Company shall pay all Registration Expenses (other than underwriting
discounts and commissions) in connection therewith, whether or not such Demand
Registration becomes effective.

          (e) UNDERWRITING PROCEDURES. If the Initiating Holders holding a
majority of the Registrable Securities held by all of the Initiating Holders to
which the requested Demand Registration relates so elect, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of a firm commitment underwritten offering and the managing underwriter or
underwriters selected for such offering shall be the Approved Underwriter (as
defined below) selected in accordance with Section 3(f). In connection with any
Demand Registration under this Section 3 involving an underwriting, none of the
Registrable Securities held by any Designated Holder making a request for
inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall
be included in such underwriting unless such Designated Holder accepts the terms
of the underwriting as accepted by the Company, the Initiating Holders and the
Approved Underwriter. If the Approved Underwriter advises the Company in writing
that in its opinion the aggregate amount of such Registrable Securities
requested to be included in such offering is sufficiently large to have a
material adverse effect on the success of such offering, then the Company shall
include in such registration only the aggregate amount of Registrable Securities
that in the opinion of the Approved Underwriter may be sold without any such
material adverse effect and shall reduce the amount of Registrable Securities to
be included in such registration, FIRST as to the Company, SECOND as to the
class of Designated Holders who are not members of the class of Designated
Holders (the Investor Stockholders or the EXE Stockholders, as the case may be)
that initiated such registration and who requested to participate in such
registration pursuant to Section 3(b) hereof as a group, if any, and THIRD as to
the class of Designated Holders that initiated such registration as a group, pro
rata within each group based on the number of Registrable Securities entitled to
be included therein owned by each Designated Holder participating in such Demand
Registration.

          (f) SELECTION OF UNDERWRITERS. If any Demand Registration or S-3
Registration, as the case may be, of Registrable Securities is in the form of an
underwritten offering, the Initiating Holders or S-3 Initiating Holders, as the
case may be, holding a majority of the Registrable Securities held by all such
Initiating Holders or S-3 Initiating Holders shall select and obtain an
investment banking firm of national reputation to act as the managing
underwriter of the offering (the "Approved Underwriter"); PROVIDED, HOWEVER,
that the Approved Underwriter shall, in any case, be acceptable to the Company
in its reasonable judgment.

                                      -10-
<PAGE>

     4. INCIDENTAL OR "PIGGY-BACK" REGISTRATION.

          (a) REQUEST FOR INCIDENTAL REGISTRATION. At any time after the IPO
Effectiveness Date, if the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering by the Company for its own
account (other than a Registration Statement on Form S-4 or S-8 or any successor
thereto), then the Company shall give written notice of such proposed filing to
each of the Designated Holders of Registrable Securities at least thirty (30)
days before the anticipated filing date, and such notice shall describe the
proposed registration and distribution and offer such Designated Holders the
opportunity to register the number of Registrable Securities as each such holder
may request (an "Incidental Registration"); PROVIDED, HOWEVER, that
notwithstanding the foregoing, the Neptune Stockholders may exercise their
rights to an Incidental Registration in respect of the Company's Initial Public
Offering for an aggregate number of shares not to exceed twenty percent (20%) of
the total number of Registrable Securities held by the Neptune Stockholders (or
their Permitted Transferees, as defined in the Second Amended and Restated
Stockholders Agreement) as a group. The Company shall, and shall use its best
efforts (within ten (10) days of the notice provided for in the preceding
sentence) to cause the managing underwriter or underwriters of a proposed
underwritten offering (the "Company Underwriter") to permit each of the
Designated Holders who have requested in writing to participate in the
Incidental Registration to include its or his Registrable Securities in such
offering on the same terms and conditions as the securities of the Company
included therein. In connection with any Incidental Registration under this
Section 4(a) involving an underwriting, the Company shall not be required to
include any Registrable Securities in such underwriting unless the holders
thereof accept the terms of the underwriting as agreed upon between the Company
and the Company Underwriter, and then only in such quantity as will not, in the
opinion of the Company Underwriter, jeopardize the success of the offering by
the Company. If in the written opinion of the Company Underwriter the
registration of all or part of the Registrable Securities which the Designated
Holders have requested to be included would materially adversely affect such
offering, then the Company shall be required to include in such Incidental
Registration, to the extent of the amount that the Company Underwriter believes
may be sold without causing such adverse effect, FIRST, all of the securities to
be offered for the account of the Company; SECOND, in connection with an
Incidental Registration with respect to the Company's Initial Public Offering,
20% of the Registrable Securities to be offered for the accounts of the Neptune
Stockholders (or their Permitted Transferees, as defined in the Second Amended
and Restated Stockholders Agreement) as a group pursuant to this Section 4, pro
rata within such group based on the number of such Registrable Securities
included in the request for such Incidental Registration; THIRD, the Registrable
Securities to be offered for the account of the Designated Holders (including
the Registrable Securities of the Neptune Stockholders other than those, if any,
included in an Incidental Registration with respect to the Company's Initial
Public Offering pursuant to the immediately preceding clause) pursuant to this
Section 4, pro rata based on the number of Registrable Securities entitled to be
included therein owned by each Designated

                                      -11-
<PAGE>


Holder participating in such Incidental Registration; and FOURTH, any other
securities requested to be included in such underwriting.

          (b) EXPENSES. The Company shall bear all Registration Expenses (other
than underwriting discounts and commissions) in connection with any Incidental
Registration pursuant to this Section 4, whether or not such Incidental
Registration becomes effective.

     5. FORM S-3 REGISTRATION.

          (a) REQUEST FOR A FORM S-3 REGISTRATION. Notwithstanding the
limitations on the obligations of the Company set forth in Section 3(a) of this
Agreement, in the event that the Company shall receive from (i) any of the
Investor Stockholders or (ii) the EXE Stockholders holding a majority of the
Registrable Securities held by the EXE Stockholders, acting as a group through
their written designee (the "S-3 Initiating Holders") a written request that the
Company register, under the Securities Act and the securities and "blue sky"
laws of any jurisdiction reasonably designated by such holder or holders, on
Form S-3 (or any successor form then in effect) (an "S-3 Registration"), all or
a portion of the Registrable Securities owned by such S-3 Initiating Holders,
the Company shall give written notice of such request to all of the Designated
Holders (other than the S-3 Initiating Holders) at least thirty (30) days before
the anticipated filing date of such Form S-3, and such notice shall describe the
proposed registration and offer such Designated Holders the opportunity to
register the number of Registrable Securities as each such Designated Holder may
request in writing to the Company, given within fifteen (15) days after their
receipt from the Company of the written notice of such registration. The Company
shall (i) take such steps as are necessary or appropriate to prepare for the
registration of the Registrable Securities to be registered and (ii) use its
reasonable best efforts to (x) cause such registration pursuant to this Section
5(a) to become and remain effective as soon as practicable, but in any event not
later than ninety (90) days after it receives a request therefor and (y) include
in such offering the Registered Securities of the Designated Holders (other than
the S-3 Initiating Holders) who have requested in writing to participate in such
registration on the same terms and conditions as the Registrable Securities of
the S-3 Initiating Holders included therein.

          (b) FORM S-3 UNDERWRITING PROCEDURES. If the S-3 Initiating Holders
holding a majority of the Registrable Securities held by all of the S-3
Initiating Holders to which the requested S-3 Registration relates so elect, the
Company shall use its reasonable efforts to cause such S-3 Registration pursuant
to this Section 5 to be in the form of a firm commitment underwritten offering
and the managing underwriter or underwriters selected for such offering shall be
the Approved Underwriter selected in accordance with Section 3(f). In connection
with any S-3 Registration under Section 5(a) involving an underwriting, the
Company shall not be required to include any Registrable Securities in such
underwriting unless the Designated

                                      -12-
<PAGE>

Holders thereof accept the terms of the underwriting as agreed upon between the
Company, the Approved Underwriter and the S-3 Initiating Holders, and then only
in such quantity as will not, in the opinion of such underwriter, jeopardize the
success of such offering by the S-3 Initiating Holders. If in the written
opinion of the Approved Underwriter the registration of all or part of the
Registrable Securities which the S-3 Initiating Holders and the other Designated
Holders have requested to be included would materially adversely affect such
public offering, then the Company shall be required to include in the
underwriting, to the extent of the amount that the Approved Underwriter believes
may be sold without causing such adverse effect, FIRST, the Registrable
Securities to be offered for the account of the S-3 Initiating Holders and the
Registrable Securities to be offered for the account of the other Designated
Holders who requested inclusion of their Registrable Securities pursuant to
Section 5(a), pro rata based on the number of Registrable Securities entitled to
be included therein owned by each Designated Holder participating in such S-3
Registration, and SECOND, any other securities requested to be included in such
underwriting.

          (c) LIMITATIONS ON FORM S-3 REGISTRATIONS. If at the time of any
request to register Registrable Securities pursuant to Section 5(a), the Company
is engaged in, or has fixed plans to engage in within thirty (30) days of the
time of such request, a registered public offering or is engaged in any other
activity which, in the good faith determination of the Board of Directors, would
be adversely affected by the requested S-3 Registration to the material
detriment of the Company, then the Company may at its option direct that such
request be delayed for a reasonable period not in excess of three (3) months
from the effective date of such offering or the date of completion of such other
material activity, as the case may be; provided the Company is actively
employing in good faith all reasonable efforts to cause such registration to
become effective or such other activity to be completed, such right to delay a
request to be exercised by the Company not more than once in any one (1) year
period. In addition, the Company shall not be required to effect any
registration pursuant to Section 5(a) (i) within three (3) months after the
effective date of any other Registration Statement of the Company (other than a
registration on Form S-8), (ii) if within the 12-month period preceding the date
of such request, the Company has effected two (2) registrations on Form S-3
pursuant to Section 5(a) and all of the Registrable Securities registered
therein have been sold, (iii) if Form S-3 is not available for such offering by
the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with
the Designated Holders (other than the S-3 Initiating Holders) registering
Registrable Securities in such registration, propose to sell their Registrable
Securities at an aggregate price (calculated based upon the Market Price of the
Registrable Securities on the date of filing of the Form S-3 with respect to
such Registrable Securities) to the public of less than $1,000,000.

          (d) EXPENSES. In connection with any registration pursuant to this
Section 5, the Company shall pay all Registration Expenses (other than
underwriting discounts and commissions), whether or not such registration
becomes effective; PROVIDED, HOWEVER, that

                                      -13-
<PAGE>

the Company shall not be required to pay the Registration Expenses for a
registration pursuant to this Section 5 if the Company has paid the Registration
Expenses of another registration pursuant to this Section 5 in the preceding
12-month period. All Registration Expenses incurred in connection with any
registration pursuant to this Section 5 for which the Company has no obligation
to pay such Registration Expenses shall be borne by the Designated Holders who
participate in such registration on a pro rata basis according to the number of
Registrable Securities owned by the Designated Holders that are included in such
registration at the time that such registration becomes effective.

          (e) No Demand Registration. No registration requested by any
Designated Holder pursuant to this Section 5 shall be deemed a Demand
Registration pursuant to Section 3.

     6. Holdback Agreements.

          (a) RESTRICTIONS ON PUBLIC SALE BY DESIGNATED HOLDERS. If and to the
extent requested by the Company, the Initiating Holders or the S-3 Initiating
Holders, as the case may be, in the case of a non-underwritten public offering
or if and to the extent requested by the Approved Underwriter or the Company
Underwriter, as the case may be, in the case of an underwritten public offering,
each Designated Holder of Registrable Securities agrees not to effect any public
sale or distribution of any Registrable Securities or of any securities
convertible into or exchangeable or exercisable for such Registrable Securities,
including a sale pursuant to Rule 144 under the Securities Act, during the
90-day period or such shorter period agreed upon by such Designated Holder and
the requesting party beginning on the effective date of such Registration
Statement (except as part of such registration); PROVIDED HOWEVER, that the
foregoing shall not be applicable to (i) any Designated Holder holding less than
one percent (1%) of the shares of Common Stock outstanding on a fully diluted
basis as of the effective date of the Registration Statement with respect to any
such public offering, and (ii) any shares of Common Stock of the Company that
have been registered under the Securities Act (other than the Allocation Shares)
or otherwise purchased in open market transactions.

          (b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY. The Company agrees not
to effect any public sale or distribution of any of its securities, or any
securities convertible into or exchangeable or exercisable for such securities
(except pursuant to registrations on Form S-4 or S-8 or any successor thereto),
during the period beginning on the effective date of any Registration Statement
in which the Designated Holders of Registrable Securities are participating and
ending on the earlier of (i) the date on which all Registrable Securities
registered on such Registration Statement are sold and (ii) 120 days after the
effective date of such Registration Statement (except as part of such
registration).

                                      -14-
<PAGE>

     7. REGISTRATION PROCEDURES.

          (a) OBLIGATIONS OF THE COMPANY. Whenever registration of Registrable
Securities has been requested pursuant to Section 3, Section 4 or Section 5 of
this Agreement, the Company shall use its best efforts to effect the
registration and sale of such Registrable Securities in accordance with the
intended method of distribution thereof as quickly as practicable, and in
connection with any such request, the Company shall, as expeditiously as
possible:

               (i) use its best efforts to prepare and file with the SEC a
Registration Statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available
for the sale of such Registrable Securities in accordance with the intended
method of distribution thereof, and use its best efforts to cause such
Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before
filing a Registration Statement or prospectus or any amendments or supplements
thereto, the Company shall provide counsel selected by the Designated Holders
holding a majority of the Registrable Securities being registered in such
registration ("Holders' Counsel") and any other Inspector (as defined below)
with an adequate and appropriate opportunity to participate in the preparation
of such Registration Statement and each prospectus included therein (and each
amendment or supplement thereto) to be filed with the SEC, which documents shall
be subject to the review of Holders' Counsel, and (y) the Company shall notify
the Holders' Counsel and each seller of Registrable Securities of any stop order
issued or threatened by the SEC and take all reasonable action required to
prevent the entry of such stop order or to remove it if entered;

               (ii) prepare and file with the SEC such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
the lesser of (x) 120 days and (y) such shorter period which will terminate when
all Registrable Securities covered by such Registration Statement have been
sold, and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement;

               (iii) as soon as reasonably possible, furnish to each seller of
Registrable Securities, prior to filing a Registration Statement, copies of such
Registration Statement as is proposed to be filed, and thereafter such number of
copies of such Registration Statement, each amendment and supplement thereto (in
each case including all exhibits thereto), the prospectus included in such
Registration Statement (including each preliminary prospectus) and such other
documents as each such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;

                                      -15-
<PAGE>

               (iv) use its best efforts to register or qualify such Registrable
Securities under such other securities or "blue sky" laws of such jurisdictions
as any seller of Registrable Securities may request, and to continue such
qualification in effect in such jurisdiction for as long as permissible pursuant
to the laws of such jurisdiction, or for as long as any such seller requests or
until all of such Registrable Securities are sold, whichever is shortest, and do
any and all other acts and things which may be reasonably necessary or advisable
to enable any such seller to consummate the disposition in such jurisdictions of
the Registrable Securities owned by such seller; PROVIDED, HOWEVER, that the
Company shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction;

               (v) use its best efforts to cause the Registrable Securities
covered by such Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the seller or sellers of
Registrable Securities to consummate the disposition of such Registrable
Securities;

               (vi) notify each seller of Registrable Securities at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such Registration Statement contains
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made, and the
Company shall promptly prepare a supplement or amendment to such prospectus and
furnish to each seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, after delivery to the
purchasers of such Registrable Securities, such prospectus shall not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which they were made;

               (vii) enter into and perform customary agreements (including an
underwriting agreement in customary form with the Approved Underwriter or
Company Underwriter, if any, selected as provided in Section 3, Section 4 or
Section 5, as the case may be) and take such other actions as are prudent and
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities;

               (viii) make available for inspection by any seller of Registrable
Securities, any managing underwriter participating in any disposition pursuant
to such Registration Statement, Holders' Counsel and any attorney, accountant or
other agent retained by any such seller or any managing underwriter (each, an
"Inspector" and collectively, the "Inspec-

                                      -16-
<PAGE>

tors"), all financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries (collectively, the "Records") as
shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's and its subsidiaries' officers,
directors and employees, and the independent public accountants of the Company,
to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement. Records that the Company
determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (x)
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in the Registration Statement, (y) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction or (z) the information in such Records was known to the Inspectors
on a non-confidential basis prior to its disclosure by the Company or has been
made generally available to the public. Each seller of Registrable Securities
agrees that it shall, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, give notice to the Company and allow the
Company, at the Company's expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential;

               (ix) if such sale is pursuant to an underwritten offering, use
its best efforts to obtain a "cold comfort" letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by "cold comfort" letters as Holders' Counsel or
the managing underwriter reasonably request;

               (x) use its best efforts to furnish, at the request of any seller
of Registrable Securities on the date such securities are delivered to the
underwriters for sale pursuant to such registration or, if such securities are
not being sold through underwriters, on the date the Registration Statement with
respect to such securities becomes effective, an opinion, dated such date, of
counsel representing the Company for the purposes of such registration,
addressed to the underwriters, if any, and to the seller making such request,
covering such legal matters with respect to the registration in respect of which
such opinion is being given as such seller may reasonably request and are
customarily included in such opinions;

               (xi) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its security holders, as
soon as reasonably practicable but no later than fifteen (15) months after the
effective date of the Registration Statement, an earnings statement covering a
period of twelve (12) months beginning after the effective date of the
Registration Statement, in a manner which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;

               (xii) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed, PROVIDED that the applicable listing requirements are satisfied;


                                      -17-
<PAGE>

               (xiii) keep Holders' Counsel advised in writing as to the
initiation and progress of any registration under Section 3, Section 4 or
Section 5 hereunder;

               (xiv) provide a transfer agent and registrar for all Registrable
Securities registered hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.

               (xv) cooperate with each seller of Registrable Securities and
each underwriter participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. (the "NASD"); and

               (xvi) use best efforts to take all other steps necessary to
effect the registration of the Registrable Securities contemplated hereby.

          (b) SELLER INFORMATION. The Company may require each seller of
Registrable Securities as to which any registration is being effected to furnish
to the Company such information regarding the distribution of such securities as
the Company may from time to time reasonably request in writing.

          (c) NOTICE TO DISCONTINUE. Each Designated Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 7(a)(vi), such
Designated Holder shall forthwith discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Designated Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 7(a)(vi) and, if so
directed by the Company, such Designated Holder shall deliver to the Company (at
the Company's expense) all copies, other than permanent file copies then in such
Designated Holder's possession, of the prospectus covering such Registrable
Securities which is current at the time of receipt of such notice. If the
Company shall give any such notice, the Company shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this
Agreement (including, without limitation, the period referred to in Section
7(a)(ii)) by the number of days during the period from and including the date of
the giving of such notice pursuant to Section 7(a)(vi) to and including the date
when the Designated Holder shall have received the copies of the supplemented or
amended prospectus contemplated by and meeting the requirements of Section
7(a)(vi).

          (d) REGISTRATION EXPENSES. Subject to the limitations set forth in
Section 5(d), the Company shall pay all expenses (other than underwriting
discounts and commissions) arising from or incident to the performance of, or
compliance with, this Agreement, including, without limitation, (i) SEC, stock
exchange and NASD registration and

                                      -18-
<PAGE>

filing fees, (ii) all fees and expenses incurred in complying with securities or
"blue sky" laws (including reasonable fees, charges and disbursements of counsel
in connection with "blue sky" qualifications of the Registrable Securities),
(iii) all printing, messenger and delivery expenses, (iv) the fees, charges and
disbursements of counsel to the Company and of its independent public
accountants and any other accounting fees, charges and expenses incurred by the
Company (including, without limitation, any expenses arising from any "cold
comfort" letters or any special audits incident to or required by any
registration or qualification) and any legal fees, charges and expenses incurred
by the Company and, in the case of a Demand Registration, the Initiating Holders
and (v) any liability insurance or other premiums for insurance obtained in
connection with any Demand Registration or piggy-back registration thereon,
Incidental Registration or registration on Form S-3 pursuant to the terms of
this Agreement, regardless of whether such Registration Statement is declared
effective. All of the expenses described in this Section 7(d) are referred to
herein as "Registration Expenses."

     8. INDEMNIFICATION; CONTRIBUTION.

          (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless, to the fullest extent permitted by law, each Designated
Holder, its officers, directors, trustees, partners, shareholders, members,
employees, advisors and agents and each Person who controls (within the meaning
of the Securities Act or the Exchange Act) such Designated Holder from and
against any and all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation) arising out of or based upon any untrue, or
allegedly untrue, statement of a material fact contained in any Registration
Statement, prospectus or preliminary prospectus or notification or offering
circular (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information concerning
such Designated Holder furnished in writing to the Company by such Designated
Holder expressly for use therein. The Company shall also provide customary
indemnities to any underwriters of the Registrable Securities, their officers,
directors and employees and each Person who controls such underwriters (within
the meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Designated Holders of
Registrable Securities.

          (b) INDEMNIFICATION BY DESIGNATED HOLDERS. In connection with any
Registration Statement in which a Designated Holder is participating pursuant to
Section 3, Section 4 or Section 5 hereof, each such Designated Holder shall
furnish to the Company in writing such information with respect to such
Designated Holder as the Company may reasonably request or as may be required by
law for use in connection with any such Registration Statement or prospectus and
each Designated Holder agrees to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, any underwriter retained by the Company
and

                                      -19-
<PAGE>

their respective directors, officers, employees and each Person who controls
the Company or such underwriter (within the meaning of the Securities Act and
the Exchange Act) to the same extent as the foregoing indemnity from the Company
to the Designated Holders, but only with respect to any such information with
respect to such Designated Holder furnished in writing to the Company by such
Designated Holder expressly for use therein; PROVIDED, HOWEVER, that the total
amount to be indemnified by such Designated Holder pursuant to this Section 8(b)
shall be limited to the net proceeds received by such Designated Holder in the
offering to which the Registration Statement or prospectus relates.

          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder (the "Indemnified Party") agrees to give prompt
written notice to the indemnifying party (the "Indemnifying Party") after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; PROVIDED, HOWEVER, that the failure so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any liability
that it may have to the Indemnified Party hereunder unless, and only to the
extent that, such failure results in the Indemnifying Party's forfeiture of
substantive rights or defenses. If notice of commencement of any such action is
given to the Indemnifying Party as above provided, the Indemnifying Party shall
be entitled to participate in and, to the extent it may wish, jointly with any
other Indemnifying Party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and satisfactory to such
Indemnified Party. The Indemnified Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel (other than reasonable costs of investigation)
shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees
to pay the same, (ii) the Indemnifying Party fails to assume the defense of such
action with counsel satisfactory to the Indemnified Party in its reasonable
judgment or (iii) the named parties to any such action (including any impleaded
parties) have been advised by such counsel that either (x) representation of
such Indemnified Party and the Indemnifying Party by the same counsel would be
inappropriate under applicable standards of professional conduct or (y) there
may be one or more legal defenses available to it which are different from or
additional to those available to the Indemnifying Party. In either of such
cases, the Indemnifying Party shall not have the right to assume the defense of
such action on behalf of such Indemnified Party. No Indemnifying Party shall be
liable for any settlement entered into without its written consent, which
consent shall not be unreasonably withheld.

          (d) CONTRIBUTION. If the indemnification provided for in this Section
8 from the Indemnifying Party is unavailable to an Indemnified Party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages, liabilities or expenses in such

                                      -20-
<PAGE>

proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative faults of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Sections 8(a), 8(b) and 8(c), any legal or other
fees, charges or expenses reasonably incurred by such party in connection with
any investigation or proceeding; PROVIDED that the total amount to be
indemnified by such Designated Holder shall be limited to the net proceeds
received by such Designated Holder in the offering.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person.

     9. RULE 144. The Company covenants that it shall (a) file any reports
required to be filed by it under the Exchange Act and (b) take such further
action as each Designated Holder of Registrable Securities may reasonably
request (including providing any information necessary to comply with Rules 144
and 144A under the Securities Act), all to the extent required from time to time
to enable such Designated Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (ii) any similar rules or regulations hereafter adopted by
the SEC. The Company shall, upon the request of any Designated Holder of
Registrable Securities, deliver to such Designated Holder a written statement as
to whether it has complied with such requirements.

     10. MISCELLANEOUS.

          (a) RECAPITALIZATIONS, EXCHANGES, ETC. The provisions of this
Agreement shall apply, to the full extent set forth herein with respect to (i)
the shares of Class A Common Stock, (ii) any and all shares of voting common
stock of the Company into which the shares of Class A Common Stock or Class B
Common Stock are converted, exchanged or substituted in any recapitalization or
other capital reorganization by the Company and (iii) any and all equity
securities of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in

                                      -21-
<PAGE>

conversion of, in exchange for or in substitution of, the shares of Class A
Common Stock or Class B Common Stock and shall be appropriately adjusted for any
stock dividends, splits, reverse splits, combinations, recapitalizations and the
like occurring after the date hereof. The Company shall cause any successor or
assign (whether by sale, merger or otherwise) to enter into a new registration
rights agreement with the Designated Holders on terms substantially the same as
this agreement as a condition of any such transaction.

          (b) NO INCONSISTENT AGREEMENTS. The Company represents and warrants
that it has not granted to any Person the right to request or require the
Company to register any securities issued by the Company, other than the rights
granted to the Designated Holders herein, except as set forth on Schedule 10(b).
The Company shall not enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Designated Holders in this
Agreement or grant any additional registration rights to any Person or with
respect to any securities which are not Registrable Securities which are prior
in right to or inconsistent with the rights granted in this Agreement.

          (c) REMEDIES. The Designated Holders, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, shall be
entitled to specific performance of their rights under this Agreement. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive in any action for specific performance the defense
that a remedy at law would be adequate.

          (d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless consented to in writing by each of (i) the Company, (ii) the EXE
Stockholders holding Registrable Securities representing (after giving effect to
any adjustments) at least sixty percent (60%) of the aggregate number of
Registrable Securities owned by all of the EXE Stockholders, (iii) the Investor
Stockholders holding Registrable Securities representing (after giving effect to
any adjustments) at least sixty percent (60%) of the aggregate number of
Registrable Securities owned by all of the Investor Stockholders other than the
TCV Stockholders, and (iv) the Investor Stockholders holding at least sixty
percent (60%) of the aggregate number of Registrable Securities (after giving
effect to any adjustments) which are issuable upon conversion of the Series D
Preferred Stock or have been issued upon conversion of the Series D Preferred
Stock; PROVIDED, HOWEVER, that if any amendment, supplement, modification or
waiver could reasonably be expected to have a material adverse effect on the
rights of a particular class or series of the Investor Stockholders, then such
amendment, supplement, modification or waiver shall not be effective unless
approved by the holders of the affected class or series representing (after
giving effect to any adjustments) at least sixty percent (60%) of the aggregate
number of Registrable Securities owned by such

                                      -22-
<PAGE>

affected class or series. Any such written consent shall be binding upon the
Company and all of the Designated Holders.

          (e) Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be made by
registered or certified first-class mail, return receipt requested, telecopier,
courier service, overnight mail or personal delivery:

               (i) if to the Company or the Major Stockholders:

                   c/o EXE Technologies, Inc.
                   8787 Stemmons Freeway
                   Dallas, Texas  75247
                   Telecopy:  (214) 775-0912
                   Attention: Mr. Raymond Hood, President and
                                 Chief Executive Officer

                   with a copy to:
                   Pepper Hamilton LLP
                   1235 Westlakes Drive, Suite 400
                   Berwyn, PA  19312-2401
                   Telephone:  (610) 640-7800
                   Telecopy:  (610) 640-7835
                   Attention:  Michael P. Gallagher, Esquire

              (ii) if to any of the General Atlantic Stockholders:

                   c/o General Atlantic Service Corporation
                   3 Pickwick Plaza
                   Greenwich, Connecticut 06830
                   Telephone: (203) 629-8600
                   Telecopy:   (203) 622-8818
                   Attention:  Mr. Steven A. Denning

                   with a copy to:

                   Paul, Weiss, Rifkind, Wharton & Garrison
                   1285 Avenue of the Americas
                   New York, New York 10019-6064
                   Telephone:  (212) 373-3000
                   Telecopy:  (212) 757-3990
                   Attention:  Matthew Nimetz, Esquire

                                      -23-
<PAGE>

             (iii) if to any of the Dell Stockholders:

                   Triple Marlin Investments LLC
                   145 West 67th Street, Number 40-G
                   New York, New York  10023
                   Telephone:
                   Telecopy:  (212) 721-6197
                   Attention: Mr. John Phelan

                   - and to -

                   MSD Capital L.P.
                   780 3rd Avenue, 43rd Floor
                   New York, NY 10017-2024
                   Telephone:  (212) 303-1760
                   Telecopy:  (212) 303-1622
                   Attention:  Marc Lisker, Esquire

                   with a copy to:

                   Haynes and Boone, LLP
                   600 Congress Ave., Suite 1600
                   Austin, TX 78701-3236
                   Telephone: (512) 867-8400
                   Telecopy: (512) 867-8470
                   Attention:  Paul A. Wehrmann, Esquire


              (iv) if to any of the TCV Purchasers:

                   Technology Crossover Ventures
                   56 Main Street, Suite 210
                   Millburn, NJ 07041
                   Telephone: (973) 467-5320
                   Telecopy: (973) 467-5323
                   Attention: Robert C. Bensky

                   with a copy to:

                   Technology Crossover Ventures
                   575 High Street, Suite 400

                                      -24-
<PAGE>

                   Palo Alto, CA 94301
                   Telephone: (650) 614-8210
                   Telecopy: (650) 614-8222
                   Attention: Jay C. Hoag

               (v) if to any other Designated Holder, at its address as it
                   appears on the record books of the Company.

All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; when delivered by courier or
overnight mail, if delivered by commercial courier service or overnight mail;
five (5) business days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied.

               (f) SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto. The Demand Registration rights of the
General Atlantic Stockholders, the Dell Stockholders, the TCV Stockholders and
the EXE Stockholders contained in Section 3 of this Agreement and the other
rights of each of the General Atlantic Stockholders, the Dell Stockholders, the
TCV Stockholders and the EXE Stockholders with respect thereto shall be, with
respect to any Registrable Security, (i) automatically transferred, in the case
of such rights of the General Atlantic Stockholders, among the General Atlantic
Stockholders, in the case of such rights of the Dell Stockholders, among the
Dell Stockholders, in the case of such rights of the TCV Stockholders, among the
TCV Stockholders, and, in the case of such rights of the EXE Stockholders, among
the EXE Stockholders and (ii) in all other cases, transferred only with the
consent of the Company. The incidental or "piggy-back" registration rights of
the Designated Holders contained in Sections 3(b) and 4 of this Agreement, its
Form S-3 registration rights contained in Section 5 of this Agreement and the
other rights of each of the Designated Holders with respect thereto shall be,
with respect to any Registrable Security, automatically transferred by such
Designated Holder to any Person who is the transferee of such Registrable
Security. All of the obligations of the Company hereunder shall survive any such
transfer. No Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of any of the rights granted
hereunder.

               (g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                                      -25-
<PAGE>

               (h) HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               (i) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the principles of conflicts of law of any jurisdiction

               (j) SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, then the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, it being intended that all
of the rights and privileges of the Designated Holders shall be enforceable to
the fullest extent permitted by law.

               (k) ENTIRE AGREEMENT. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and in the Stock Purchase Agreements. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter including, without limitation, the Amended and Restated Registration
Rights Agreement.

               (l) FURTHER ASSURANCES. Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.

                            [SIGNATURE PAGES FOLLOW]

                                      -26-
<PAGE>

               IN WITNESS WHEREOF, the undersigned have executed, or have caused
to be executed, this Agreement on the date first written above.

                                    EXE TECHNOLOGIES, INC.

                                    By: /s/ Raymond Hood
                                        ----------------------------------------
                                    Print Name: RAYMOND  HOOD
                                                --------------------------------
                                    Title: PRESIDENT
                                           -------------------------------------


                                    GENERAL ATLANTIC PARTNERS 41, L.P.

                                    By:  GENERAL ATLANTIC PARTNERS, LLC,
                                         its General Partner

                                    By: /s/ Steven A. Denning
                                        ----------------------------------------
                                    Print Name: Steven A. Denning
                                    Title: A Managing Member


                                    GENERAL ATLANTIC PARTNERS 57, L.P.

                                    By:  GENERAL ATLANTIC PARTNERS, LLC,
                                         its General Partner

                                    By: /s/ Steven A. Denning
                                        ----------------------------------------
                                    Print Name: Steven A. Denning
                                               ---------------------------------
                                    Title: A Managing Member
                                           -------------------------------------


                                    GAP COINVESTMENT PARTNERS, L.P.

                                    By: /s/ Steven A. Denning
                                        ----------------------------------------
                                    Print Name: Steven A. Denning
                                               ---------------------------------
                                    Title: A General Partner


                                    GAP COINVESTMENT PARTNERS II, L.P.

                                    By: /s/ Steven A. Denning
                                        ----------------------------------------
                                    Print Name: Steven A. Denning
                                               ---------------------------------
                                    Title: A General Partner
                                           -------------------------------------

<PAGE>



                                    MSD 1998 GRAT #6

                                    By: /s/ Michael Dell
                                        ----------------------------------------
                                         Michael Dell, Trustee


                                    TRIPLE MARLIN INVESTMENTS LLC

                                    By: /s/ Glenn Fuhrman
                                        ----------------------------------------
                                         Glenn Fuhrman, Manager

                                    ROTHKO INVESTMENTS LLC

                                    By: /s/ Glenn Fuhrman
                                        ----------------------------------------
                                         Glenn Fuhrman, Manager

                                    MSD PORTFOLIO L.P. - INVESTMENTS


                                    By: /s/ Glenn Fuhrman
                                        ----------------------------------------
                                         Name: Glenn Fuhrman
                                         Title: Managing Principal

                                    TCV III (GP)

                                    By:  TECHNOLOGY CROSSOVER MANAGEMENT III,
                                         L.L.C.,
                                         Its:  General Partner

                                    By: /s/ Robert C. Bensky
                                        ----------------------------------------
                                         Name:  Robert C. Bensky
                                         Title: Chief Financial Officer


                                    TCV III, L.P.

                                    By:  TECHNOLOGY CROSSOVER MANAGEMENT III,
                                         L.L.C.,
                                         Its:  General Partner


                                    By: /s/ Robert C. Bensky
                                        ----------------------------------------
                                          Name:  Robert C. Bensky
                                         Title:  Chief Financial Officer


<PAGE>

                                    TCV III (Q), L.P.

                                    By:  TECHNOLOGY CROSSOVER MANAGEMENT III,
                                         L.L.C.,
                                         Its:  General Partner

                                    By: /s/ Robert C. Bensky
                                        ----------------------------------------
                                          Name:  Robert C. Bensky
                                          Title: Chief Financial Officer


                                    TCV III STRATEGIC PARTNERS, L.P.

                                    By:  TECHNOLOGY CROSSOVER MANAGEMENT III,
                                         L.L.C.,
                                         Its:  General Partner

                                    By: /s/ Robert C. Bensky
                                        ----------------------------------------
                                          Name:  Robert C. Bensky
                                          Title: Chief Financial Officer

                                    /s/ Lyle Baack
                                    --------------------------------------------
                                    Lyle Baack

                                    /s/ Nigel Bahadur
                                    --------------------------------------------
                                    Nigel Bahadur

                                    /s/ Adam C. Belsky
                                    --------------------------------------------
                                    Adam Belsky

                                    /s/ Raymond Hood
                                    --------------------------------------------
                                    Raymond Hood

                                      -29-
<PAGE>


                                 SCHEDULE 10(B)


Mutual Reseller and Marketing Partner Agreement and Development Agreement, dated
as of March 30, 1999, between i2 Technologies, Inc. and EXE Technologies, Inc.
(Paragraph 34).




                                      -30-