<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.


                                     WARRANT

                       To Purchase Class B Common Stock of

                     EXE TECHNOLOGIES, INC. (the "Company")

                 DATE OF INITIAL ISSUANCE: As of August 11, 1999

         THIS CERTIFIES THAT for value received, i2 TECHNOLOGIES, INC. ("i2")
or its registered permitted assigns (together with i2, hereinafter called the
"Holder") is entitled to purchase from the Company, at any time during the
Term of this Warrant, Three Hundred and Thirty Thousand (330,000) shares of
Class B Common Stock, $0.01 par value, of the Company, at the Warrant Price,
payable as provided herein. The exercise of this Warrant shall be subject to
the provisions, limitations and restrictions herein contained, and may be
exercised in whole or in part.

SECTION 1.        DEFINITIONS.

         For all purposes of this Warrant, the following terms shall have the
meanings indicated:

         COMMON STOCK - shall mean and include the Company's authorized Class
B Common Stock, $0.01 par value, or any other class of common stock of the
Company into which the Class B Common Stock is converted, exchanged or
substituted in any recapitalization or other capital reorganization of the
Company or otherwise in accordance with the Company's Certificate of
Incorporation.

         EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as
amended.

         SECURITIES ACT - the Securities Act of 1933, as amended.

         TERM OF THIS WARRANT - shall mean the period beginning on the date
of initial issuance hereof and ending on the earlier of (a) August 11, 2004
or (b) twenty-four (24) months after the closing of EXE's initial public
offering pursuant to a firm commitment underwriting.

         WARRANT PRICE - $4.00 per share, subject to adjustment in accordance
with Section 6 hereof.

<PAGE>

         WARRANTS - this Warrant and any other Warrant or Warrants issued in
exchange for this Warrant.

         WARRANT SHARES - shares of Common Stock purchased or purchasable by
the Holder of this Warrant upon the exercise hereof.

SECTION 2. VESTING. All of the Warrant Shares subject to this Warrant shall
vest and become exercisable immediately as of the date of initial issuance.

SECTION 3. EXERCISE OF WARRANT.

       3.1 PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in
whole or in part (but not as to any fractional share of Common Stock), the
Holder shall deliver to the Company at its office referred to in Section 14
hereof at any time and from time to time during the Term of this Warrant: (i)
the Notice of Exercise in the form attached hereto; (ii) cash, certified or
official bank check payable to the order of the Company, wire transfer of
funds to the Company's account, or evidence of any indebtedness of the
Company to the Holder (or any combination of any of the foregoing) in the
amount of the Warrant Price for each share being purchased; (iii) an executed
Stockholders Agreement in the form attached in Exhibit A hereto (the
"Stockholders Agreement"); and (iv) this Warrant.

In the event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the shares of Common Stock so purchased,
registered in the name of the Holder or such other name or names of permitted
transferees under this Agreement as may be designated by the Holder, shall be
delivered to the Holder hereof within a reasonable time after the rights
represented by this Warrant shall have been so exercised; and, unless this
Warrant has expired, a new Warrant representing the number of shares (except
a remaining fractional share), if any, with respect to which this Warrant
shall not then have been exercised shall also be issued to the Holder hereof
within such time. The person in whose name any certificate for shares of
Common Stock is issued upon exercise of this Warrant shall for all purposes
be deemed to have become the holder of record of such shares on the date on
which the Warrant was surrendered (along with the documentation required by
this Section 3.1) and payment of the Warrant Price and any applicable taxes
was made, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open. The Company
represents that the stock transfer books of the Company will not be closed so
as to unreasonably interfere with the timely exercise of the Warrant by the
Holder in accordance with the terms of the Warrant.

         3.2 TRANSFER RESTRICTION LEGEND. (a) Each certificate for Warrant
Shares shall bear the legends specified in the Stockholders Agreement (and
any additional legend required by (i) any applicable state securities laws
and (ii) any securities exchange upon which such Warrant Shares may, at the
time of such exercise, be listed). Any certificate issued at any time in
exchange or substitution for any certificate bearing such legend (except a
new certificate issued

                                       2

<PAGE>

upon completion of a public distribution under a registration statement of
the securities represented thereby) shall also bear such legends unless, in
the opinion of counsel for the holder thereof (which counsel shall be
reasonably satisfactory to counsel for the Company) the securities
represented thereby are not, at such time, required by law to bear such
legends.

SECTION 4. COVENANTS AS TO COMMON STOCK. The Company covenants and agrees
that all shares of Common Stock that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof. The Company further covenants and agrees that
the Company will have authorized and reserved, free from preemptive rights, a
sufficient number of shares of Common Stock to provide for the exercise of
the rights represented by this Warrant.

SECTION 5. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the
Warrant Price as provided in Section 6, the Holder shall thereafter be
entitled to purchase, at the Warrant Price resulting from such adjustment,
the number of shares (calculated to the nearest whole share) obtained by
multiplying the Warrant Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant Price resulting
from such adjustment.

SECTION 6. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to
adjustment from time to time as follows:

           (i) If, at any time during the Term of this Warrant, the number of
shares of Common Stock outstanding is increased by a stock dividend payable
in shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, following the record date fixed for the determination of holders
of Common Stock entitled to receive such stock dividend, subdivision or
split-up, the Warrant Price shall be appropriately decreased so that the
aggregate Warrant Price shall remain the same, but the number of shares of
Common Stock issuable upon the exercise hereof shall be increased in
proportion to such increase in outstanding shares.

           (ii) If, at any time during the Term of this Warrant, the number
of shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date for such
combination, the Warrant Price shall appropriately increase so that the
aggregate Warrant Price shall remain the same, but the number of shares of
Common Stock issuable upon the exercise hereof shall be decreased in
proportion to such decrease in outstanding shares.

           (iii) All calculations under this Section 6 shall be made to the
nearest cent or to the nearest whole share, as the case may be.

           (iv) Whenever the Warrant Price shall be adjusted as provided in
Section 6, the Company shall prepare a statement showing the facts requiring
such adjustment and the Warrant Price that shall be in effect after such
adjustment. The Company shall cause a copy of such statement to be sent by
mail, first class postage prepaid, to each Holder of this Warrant at its, his
or her address appearing on the Company's records. Where appropriate, such
copy may be given

                                       3

<PAGE>

in advance and may be included as part of the notice required to be mailed
under the provisions of subsection (vi) of this Section 6.

           (v) Adjustments made pursuant to clauses (i) and (ii) above shall
be made on the date such dividend, subdivision, split-up, combination or
distribution, as the case may be, is made, and shall become effective at the
opening of business on the business day next following the record date for
the determination of stockholders entitled to such dividend, subdivision,
split-up, combination or distribution.

           (vi) In the event the Company shall propose to take any action of
the types described in clauses (i) or (ii) of this Section 6, the Company
shall forward, at the same time and in the same manner, to the Holder of this
Warrant such notice, if any, which the Company shall give to the holders of
capital stock of the Company.

           (vii) In any case in which the provisions of this Section 6 shall
require that an adjustment shall become effective immediately after a record
date for an event, the Company may defer until the occurrence of such event
issuing to the Holder of all or any part of this Warrant which is exercised
after such record date and before the occurrence of such event the additional
shares of capital stock issuable upon such exercise by reason of the
adjustment required by such event over and above the shares of capital stock
issuable upon such exercise before giving effect to such adjustment exercise;
provided, however, that the Company shall deliver to such Holder a due bill
or other appropriate instrument evidencing such Holder's right to receive
such additional shares upon the occurrence of the event requiring such
adjustment.

SECTION 7. OWNERSHIP.

       7.1 OWNERSHIP OF THIS WARRANT. The Company may deem and treat the
person in whose name this Warrant is registered as the holder and owner
hereof (notwithstanding any notations of ownership or writing hereon made by
anyone other than the Company) for all purposes and shall not be affected by
any notice to the contrary until presentation of this Warrant for
registration of transfer as provided in this Section 7.

       7.2 TRANSFER AND REPLACEMENT. This Warrant and all rights hereunder
are transferable in whole or in part upon the books of the Company by the
Holder hereof only to i2's successors or majority-owned subsidiaries of i2
which continue at all times to be majority-owned subsidiaries of i2 or of
i2's successors, in person or by duly authorized attorney, and a new Warrant
or Warrants, of the same tenor as this Warrant but registered in the name of
the transferee or transferees (and in the name of the Holder, if a partial
transfer is effected) shall be made and delivered by the Company upon
surrender of this Warrant duly endorsed, at the office of the Company
referred to in Section 14 hereof. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft or destruction, and, in such
case, of indemnity or security reasonably satisfactory to it, and upon
surrender of this Warrant if mutilated, the Company will make and deliver a
new Warrant of like tenor, in lieu of this Warrant; provided that if the
Holder hereof is an instrumentality of a state or local government or an
institutional holder or a nominee for such an instrumentality or
institutional holder an irrevocable agreement of indemnity by such Holder
shall be sufficient for all purposes of this Section 7, and no

                                       4
<PAGE>

evidence of loss or theft or destruction shall be necessary. This Warrant
shall be promptly cancelled by the Company upon the surrender hereof in
connection with any transfer or replacement. The stock transfer taxes (if
any) payable in connection with a transfer of this Warrant shall be payable
by the Holder. Holder will not transfer this Warrant and the rights hereunder
except in compliance with the terms of this Warrant and with federal and
state securities laws.

SECTION 8. MERGERS, CONSOLIDATION, SALES. In the case of any proposed
consolidation or merger of the Company with another entity, or the proposed
sale of all or substantially all of its assets to another person or entity,
or any proposed reorganization or reclassification of the capital stock of
the Company, then, as a condition of such consolidation, merger, sale,
reorganization or reclassification, lawful and adequate provision shall be
made whereby the Holder of this Warrant shall thereafter have the right to
receive upon the basis and upon the terms and conditions specified herein, in
lieu of the shares of the Common Stock of the Company immediately theretofore
purchasable hereunder, such shares of stock, securities or assets as may (by
virtue of such consolidation, merger, sale, reorganization or
reclassification) be issued or payable with respect to or in exchange for the
number of shares of such Common Stock purchasable hereunder immediately
before such consolidation, merger, sale, reorganization or reclassification.
In any such case appropriate provision shall be made with respect to the
rights and interests of the Holder of this Warrant to the end that the
provisions hereof shall thereafter be applicable as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of this Warrant.

SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of
the Company shall declare any dividend or other distribution on its Common
Stock except out of earned surplus or by way of a stock dividend payable in
shares of its Common Stock, then the Company shall mail notice thereof to the
Holder hereof not less than fifteen (15) days prior to the record date fixed
for determining shareholders entitled to participate in such dividend or
other distribution, and the Holder hereof shall not participate in such
dividend or other distribution unless this Warrant is exercised prior to such
record date. The provisions of this Section 9 shall not apply to
distributions made in connection with transactions covered by Section 8.

SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the
exercise of this Warrant but in any case where the Holder would, except for
the provisions of this Section 10, be entitled under the terms hereof to
receive a fractional share upon the complete exercise of this Warrant, the
Company shall, upon the exercise of this Warrant for the largest number of
whole shares then called for, pay a sum in cash equal to the excess of the
value of such fractional share (determined in such reasonable manner as may
be prescribed in good faith by the Board of Directors of the Company) over
the Warrant Price for such fractional share.

SECTION 11. COVENANTS OF THE COMPANY. The Company covenants and agrees that
during the Term of this Warrant, unless otherwise approved by the Holder of
this Warrant:

                  11.1 WILL RESERVE SHARES. The Company will reserve and set
         apart and have available for issuance, free from preemptive or other
         preferential rights, the number of

                                       5

<PAGE>

         shares of authorized but unissued Common Stock deliverable upon the
         exercise of this Warrant.

                  11.2 WILL BIND SUCCESSORS. This Warrant shall be binding upon
         any corporation or other person or entity succeeding to the Company by
         merger, consolidation or acquisition of all or substantially all of the
         Company's assets.

SECTION 12.   INCIDENTAL OR "PIGGY-BACK" REGISTRATION

                           (a) Definitions. The following definitions are
applicable to this Section 12:

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

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

                           "INSPECTOR" has the meaning set forth in Section
12(e)(viii) of this Warrant.

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

                           "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.

                           "REGISTRABLE SECURITIES" means each of the following:
(a) any and all Warrant Shares owned by a Holder pursuant to the exercise of a
Warrant; and (b) any shares of Common Stock issued or issuable to a Holder with
respect to Warrant Shares owned by a Holder pursuant to the exercise of a
Warrant by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.

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

                           "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.

                                       6

<PAGE>

                           (b) 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 Holder of Registrable Securities
(including the Holders of vested Warrants not yet exercised) at least thirty
(30) days before the anticipated filing date, and such notice shall describe
the proposed registration and distribution and offer such Holder the
opportunity to register the number of Registrable Securities as each such
Holder may request limited to a percentage of the total offering equal to the
percentage of the Company's fully diluted capitalization represented by
outstanding shares held by the Holders (as further defined in Section 12(o)
hereto) (an "Incidental Registration"). 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
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
12(b) 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 Holders
have requested to be included would materially adversely affect such offering,
then the Company shall be entitled to cut back from such Incidental
Registration, to the extent of the amount that the Company Underwriter
believes may be sold without causing such adverse effect, FIRST, all
Registrable Securities to be offered by the Holders, regardless of whether or
not securities to be offered by any other holders or the Company are to be
similarly cut back.

                           (c) EXPENSES. The Company shall bear all
Registration Expenses (as defined in Section 12(h) herein) (other than
underwriting discounts and commissions) in connection with any Incidental
Registration pursuant to this Section 12, whether or not such Incidental
Registration becomes effective.

                           (d) RESTRICTIONS ON PUBLIC SALE BY HOLDERS. If and
to the extent requested by the Company or other holders of Company securities
exercising registration rights, as the case may be, in the case of a
non-underwritten public offering, or if and to the extent requested by the
underwriter, in the case of an underwritten public offering, each 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 without
limitation a sale pursuant to Rule 144 under the Securities Act, during the
90-day period (180-day period in the case of an Initial Public Offering) or
such shorter period agreed upon by such Holder and the requesting party
beginning on the effective date of such Registration Statement (except as part
of such registration as otherwise permitted).

                                       7

<PAGE>

                           (e) OBLIGATIONS OF THE COMPANY. Whenever
registration of Registrable Securities has been requested pursuant to this
Section 12, 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 Holders holding a majority of the Registrable Securities being
registered in such registration ("Holders' Counsel") and any other Inspector
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;

                                    (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

                                       8

<PAGE>

(x) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 12(e)(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
underwriter) 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
"Inspectors"), 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

                                       9

<PAGE>

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;

                                    (xiii) keep Holders' Counsel advised in
writing as to the initiation and progress of any registration under this
Section 12;

                                    (xiv) 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

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

                           (f) 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.

                           (g) NOTICE TO DISCONTINUE. Each Holder of
Registrable Securities agrees that, upon receipt of any notice from the
Company of the happening of any event of the

                                      10

<PAGE>

kind described in Section 12(e)(vi), such Holder shall forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 12(e)(vi)
and, if so directed by the Company, such Holder shall deliver to the Company
(at the Company's expense) all copies, other than permanent file copies then
in such 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 12(e)(ii)) by the number of days during the period from and including
the date of the giving of such notice pursuant to Section 12(e)(vi) to and
including the date when the Holder shall have received the copies of the
supplemented or amended prospectus contemplated by and meeting the
requirements of Section 12(e)(vi).

                           (h) REGISTRATION EXPENSES. 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 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 (but not,
unless expressly stated herein, of counsel to the Holder) 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 (v) any liability insurance or other
premiums for insurance obtained in connection with any Incidental Registration
pursuant to the terms of this Agreement, regardless of whether such
Registration Statement is declared effective. All of the expenses described in
this Section 12(h) are referred to herein as "Registration Expenses."

                           (i) INDEMNIFICATION BY THE COMPANY. The Company
agrees to indemnify and hold harmless, to the fullest extent permitted by law,
each Holder, its officers, directors, trustees, partners, employees, advisors
and agents and each Person who controls (within the meaning of the Securities
Act or the Exchange Act) such 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 Holder
furnished in writing to the Company by such 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

                                      11

<PAGE>

Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders of Registrable Securities.

                           (j) INDEMNIFICATION BY HOLDERS. In connection with
any Registration Statement in which a Holder is participating pursuant to this
Section 12, each such Holder shall furnish to the Company in writing such
information with respect to such 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 Holder agrees to indemnify and hold harmless,
to the fullest extent permitted by law, the Company, any underwriter retained
by the Company and 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 Holders, but only with respect to any such
information with respect to such Holder furnished in writing to the Company by
such Holder expressly for use therein; PROVIDED, HOWEVER, that the total
amount to be indemnified by such Holder pursuant to this Section 12(j) shall
be limited to the net proceeds received by such Holder in the offering to
which the Registration Statement or prospectus relates.

                           (k) 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 any 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.

                           (l) CONTRIBUTION. If the indemnification provided
for in this Section 12 from the Indemnifying Party is unavailable to an
Indemnified Party hereunder in

                                      12

<PAGE>

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 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 12(i), 12(j) and
12(k), 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 Holder shall be limited to the net
proceeds received by such Holder in the offering.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 12(l) 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.

                           (m) RECAPITALIZATIONS, EXCHANGES, ETC. The
provisions of this Section 12 shall apply, to the full extent set forth herein
with respect to (i) the Warrant Shares, (ii) any and all shares of voting
common stock of the Company into which the Warrant Shares 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 conversion of, in exchange for or in substitution of, the Warrant Shares
and shall be appropriately adjusted for any stock dividends, splits, reverse
splits, combinations, recapitalizations and the like occurring after the date
hereof.

                           (n) REGISTRABLE SECURITIES. For the purposes of
this Warrant, 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 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 other than i2 or a majority owned subsidiary of i2.

                                      13

<PAGE>

                           (o) HOLDERS OF REGISTRABLE SECURITIES. 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 vested warrants shall be deemed outstanding for the
purposes of this Section 12.

SECTION 13.   REPRESENTATIONS AND WARRANTIES OF HOLDER.

         Holder represents and warrants to the Company that:

         13.1 Holder is acquiring the Warrant and, to the extent applicable,
the Common Stock (collectively, the "Restricted Securities") solely for its
own account, for investment and not with a view to the distribution thereof
within the meaning of the Securities Act.

         13.2 Holder understands that the Restricted Securities have not been
registered or qualified under the Securities Act or any state securities laws,
by reason of their issuance and sale in transactions exempt from the
registration or qualification requirements of the Securities Act and
applicable state securities laws. Holder acknowledges that reliance on said
exemptions is predicated in part on the accuracy of its representations and
warranties herein. Holder acknowledges and agrees that the Restricted
Securities must be held indefinitely unless a subsequent disposition thereof
is registered or qualified under the Securities Act and applicable state
securities laws or is exempt from registration; and that the Company is not
required so to register or qualify any such securities or to take any action
to make such an exemption available other than as provided in this Warrant.
Holder acknowledges that (A) there may be no public market for such
securities, (B) there can be no assurance that any such market will ever
develop and (C) there can be no assurance that it will be able to liquidate
its investment in the Company.

         13.3 Holder further understands that the exemption from registration
afforded by Rules 144 and 144A (the provisions of which are known to it)
issued under the Securities Act depends on the satisfaction of various
conditions and that, if applicable, Rules 144 and 144A afford the basis for
sales under certain circumstances only in limited amounts.

         13.4 Holder represents and warrants to the Company that it will not
transfer any portion of the Restricted Securities, except in compliance with
the Securities Act and applicable state securities laws.

         13.5 Holder represents and warrants to the Company that (i) it has
such knowledge and experience in financial and business matters as is
necessary to enable it to evaluate the merits and risks of an investment in
the Company and is not utilizing any other person to be its purchaser
representative in connection with evaluating such merits and risks; (ii) it
has no present need for liquidity in its investment in the Company and is able
to bear the risk of that investment for an indefinite period and to afford a
complete loss thereof, and (iii) it was not formed for the specific purpose of
making an investment in the Company.

                                      14

<PAGE>

         13.6 Holder acknowledges that it has had an opportunity to discuss
with management of the Company all of the business and financial affairs of
the Company.

         13.7 Holder acknowledges that investment in the Company involves a
high degree of risk.

         13.8 Holder is an accredited investor as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act.

SECTION 14. NOTICES. Any notice or other document required or permitted to be
given or delivered to the Holder shall be delivered at, or sent by certified
or registered mail to, the Holder at i2 Technologies, Inc., 11701 Luna Road,
Dallas, Texas 75234, Attn: Corporate Counsel or to such other address as shall
have been furnished to the Company in writing by the Holder. Any notice or
other document required or permitted to be given or delivered to the Company
shall be delivered at, or sent by certified or registered mail to, the Company
at 8787 Stemmons Freeway, Dallas, Texas, 75247, Attention: Chief Financial
Officer, with a copy to EXE Technologies, Inc., 300 Baldwin Tower Boulevard,
Eddystone, PA, 19033, Attention: General Counsel or to such other address as
shall have been furnished in writing to the Holder by the Company. Any notice
so addressed and mailed by registered or certified mail shall be deemed to be
given when so mailed. Any notice so addressed and otherwise delivered shall be
deemed to be given when actually received by the addressee.

SECTION 15. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant
shall not entitle the Holder to any of the rights of a stockholder of the
Company except upon exercise in accordance with the terms hereof. No provision
hereof, in the absence of affirmative action by the Holder to purchase shares
of Common Stock, and no mere enumeration herein of the rights or privileges of
the Holder, shall give rise to any liability of the Holder for the Warrant
Price hereunder or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

SECTION 16. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
OF ANY JURISDICTION.

SECTION 17. MISCELLANEOUS. This Warrant constitutes the full and entire
understanding and agreement between the parties with regard to the subject
hereof. The terms of this Warrant shall be binding upon and shall inure to the
benefit of any successors or assigns of the Company and of any permitted and
registered holder or holders hereof and of the Common Stock issued or issuable
upon exercise hereof. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
both parties (or any respective predecessor in interest thereof). The headings
in this Warrant are for purposes of reference only and shall not affect the
meaning or construction of any of the provisions hereof.

                                      15

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer as of the 11th day of August, 1999.





                                   EXE TECHNOLOGIES, INC.




(CORPORATE SEAL)                   By: /s/ Michael A. Burstein
                                       ----------------------------------------
                                       Michael A. Burstein
                                       Senior Vice President, Finance, and
                                       Chief Financial Officer

ACKNOWLEDGED AND ACCEPTED
i2 TECHNOLOGIES, INC.


By: /s/ Keith Larney
    ---------------------------------------
         Name: Keith Larney
         Title: Associate Corporate Counsel

















                                      16

<PAGE>

                           FORM OF NOTICE OF EXERCISE

                [To be signed only upon exercise of the Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO EXERCISE THE WITHIN WARRANT


         The undersigned hereby exercises the right to purchase ____ shares of
Common Stock which the undersigned is entitled to purchase by the terms of the
within Warrant according to the conditions thereof, and herewith makes payment
of $_________ therefor.




All shares to be issued pursuant hereto shall be issued in the name of, and
the initial address of such person to be entered on the books of the Company
shall be:

         The shares are to be issued in certificates of the following
denominations:

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

[APPLICABLE ONLY IF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE
WARRANT ARE NOT REGISTERED FOR RESALE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED]. The undersigned hereby represents and warrants that the aforesaid
shares of Common Stock are being acquired for the account of the undersigned
for investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 13 of the attached Warrant
are true and correct as of the date hereof. In support thereof, the
undersigned agrees to execute an Investment Representation Statement in a form
to be mutually agreed by the parties.

                                           [Type Name of Holder]

                                           By:
                                               --------------------------------
                                           Title:
                                                  -----------------------------

Dated:
       -------------------



                                      17

<PAGE>

         FORM OF ASSIGNMENT
                                    (ENTIRE)

               [To be signed only upon transfer of entire Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

         FOR VALUE RECEIVED ___________________ hereby sells, assigns and
transfers unto ____________________ all rights of the undersigned under and
pursuant to the within Warrant, and the undersigned does hereby irrevocably
constitute and appoint _____________ as Attorney-in-fact to transfer the said
Warrant on the books of the Company, with full power of substitution.

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

                                           [Type Name of Holder]


                                           By:
                                               ---------------------------
                                           Title:
                                                  ------------------------

Dated:
       --------------------


NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.





                                      18

<PAGE>


         FORM OF ASSIGNMENT
                                    (PARTIAL)

              [To be signed only upon partial transfer of Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

         FOR VALUE RECEIVED ______________________ hereby sells, assigns and
transfers unto _________________ (i) the rights of the undersigned to purchase
_____ shares of Common Stock under and pursuant to the within Warrant, and
(ii) on a non-exclusive basis, all other rights of the undersigned under and
pursuant to the within Warrant, it being understood that the undersigned shall
retain, severally (and not jointly) with the transferee(s) named herein, all
rights assigned on such non-exclusive basis. The undersigned does hereby
irrevocably constitute and appoint ____________________ as Attorney-in-fact to
transfer the said Warrant on the books of the Company, with full power of
substitution.

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

                                           [Type Name of Holder]


                                           By:
                                               ---------------------------
                                           Title:
                                                  ------------------------

Dated:
       --------------------


NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.





                                      19

<PAGE>

                                                                      Exhibit A

                         FORM OF STOCKHOLDERS AGREEMENT


                  THIS STOCKHOLDERS AGREEMENT, dated as of _________ (this
"AGREEMENT"), is between EXE Technologies, Inc., a Delaware corporation (the
"COMPANY"), and ______________ (the "Stockholder").

                  WHEREAS, the Stockholder owns, or is acquiring in connection
with the execution of this Agreement, shares of Class B Common Stock, par
value $.01 per share, of the Company together with any securities into which
such shares may be converted or for which such shares may be exchanged (the
"SHARES").

                  WHEREAS, the parties hereto wish to restrict the transfer of
the Shares and to provide for, among other things, first offer, bring-along
and certain other rights under certain conditions.

                  NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the adequacy of which are hereby acknowledged,
the parties hereto agree as follows:

                  1.  RESTRICTIONS ON TRANSFER OF SHARES.

                      1.1    PERMITTED TRANSFERS. Notwithstanding anything to
the contrary contained in this Agreement, but subject to Sections 1.2 and 1.3,
at any time, the Stockholder may transfer all or a portion of its Shares to a
majority-owned subsidiary of i2 Technologies, Inc. ("i2") that continues at
all times to be a majority-owned subsidiary of i2 (a "PERMITTED TRANSFEREE").
A Permitted Transferee of Shares pursuant to this Section 1.1 may transfer its
Shares pursuant to this Section 1.1 only to the transferor Stockholder or to a
Person that is a Permitted Transferee of such transferor Stockholder.
Notwithstanding anything to the contrary contained in this Agreement, if any
Permitted Transferee of a Stockholder to whom or which Shares have been
transferred in accordance with this Section 1.1 ceases to be a Permitted
Transferee of such Stockholder, then, prior to such event, such Stockholder
may repurchase such Shares or, if such Stockholder does not wish to repurchase
such Shares, then such Permitted Transferee shall offer such Shares to the
Company, its designee, or assignee in accordance with Section 2.2.

                      1.2    PERMITTED TRANSFER PROCEDURES. If any Stockholder
wishes to transfer Shares to a Permitted Transferee under Section 1.1, such
Stockholder shall give notice to the Company of its intention to make any
transfer permitted under Section 1.1 not less than ten (10) days prior to
effecting such transfer, which notice shall state the name and address of each
Permitted Transferee to whom such transfer is proposed and the number of
Shares proposed to be transferred to such Permitted Transferee.

                                     A-1

<PAGE>

                      1.3    TRANSFERS IN COMPLIANCE WITH LAW; SUBSTITUTION OF
TRANSFEREE. Notwithstanding any other provision of this Agreement, no transfer
may be made pursuant to this Section 1 or Section 2 unless: (a) the transferee
has agreed in writing to be bound by the terms and conditions of this
Agreement (whereupon such transferee shall be substituted for, and shall enjoy
the same rights and be subject to the same obligations, as its, his, or her
predecessor hereunder); (b) the transfer complies in all respects with the
applicable provisions of this Agreement; and (c) the transfer complies in all
respects with applicable federal and state securities laws, including, without
limitation, the Securities Act. Upon becoming a party to this Agreement, the
Permitted Transferee of a Stockholder shall be substituted for, and shall
enjoy the same rights and be subject to the same obligations as, the
transferring Stockholder hereunder with respect to the Shares transferred to
such Permitted Transferee.

                  2.  MANDATORY TRANSFER, RIGHT OF FIRST OFFER AND BRING-ALONG
RIGHTS.

                      2.1    RESERVED.

                      2.2    PROPOSED VOLUNTARY TRANSFERS.

                             2.2.1     OFFERING NOTICE. Subject to Section 1,
if the Stockholder (the "SELLING STOCKHOLDER") wishes to transfer all or any
portion of its, his, or her Shares to any person or other entity (other than
to a Permitted Transferee or other than to a competitor of EXE, including
without limitation, Catalyst, Manhattan Associates, McHugh Corporation and
Optum, to whom transfers shall be prohibited (the "Prohibited Transferees") (a
"THIRD PARTY PURCHASER"), such Selling Stockholder shall offer such Shares
first to the Company, by sending written notice (the "OFFERING NOTICE") to the
Company, which shall state (a) the number of Shares proposed to be transferred
(the "OFFERED SECURITIES") and (b) the proposed purchase price per Share which
the Selling Stockholder is willing to accept (the "OFFER PRICE"). Upon
delivery of the Offering Notice, such offer shall be irrevocable unless and
until the rights of first offer provided for herein shall have been waived or
shall have expired.

                             2.2.2     OPTION: EXERCISE. For a period of sixty
(60) days after the giving of the Offering Notice pursuant to Section 2.2.1
(the "OPTION PERIOD"), the Company and/or its Designees (the "DESIGNEES")
shall have the right (the "OPTION") to purchase all of the Offered Securities
at a purchase price equal to the Offer Price and upon the terms and conditions
set forth in the Offering Notice. The right of the Company and/or its
Designees to purchase any or all of the Offered Securities under this Section
2.2.2 shall be exercisable by delivering written notice of the exercise
thereof, prior to the expiration of the 60-day period referred to above, to
the Selling Stockholder, which notice shall state the purchaser of the Shares
and the number of Offered Securities proposed to be purchased by such
purchaser. The failure of the Company and/or the Designees, if any, to respond
within such 60-day period shall be deemed to be a waiver of the Company's and
the Designees' rights under this Section 2.2.2, PROVIDED that the Company
and/or the Designees may waive their rights under this Section 2.2.2 prior to
the expiration of such 60-day period by giving written notice to the Selling
Stockholder.

                             2.2.3     CLOSING. The closing of the purchases
of Offered Securities subscribed for by the Company and/or the Designees under
Section 2.2.2 shall be held

                                     A-2

<PAGE>

at the principal office of the Company at 11:00 a.m., local time, on the
seventy-fifth (75th) day after the giving of the Offering Notice pursuant to
Section 2.2.1 or at such other time and place as the parties to the
transaction may agree. At such closing, the Selling Stockholder shall deliver
certificates representing the Offered Securities, duly endorsed for transfer
and accompanied by all requisite transfer taxes, if any, and such Offered
Securities shall be free and clear of any Liens (other than those arising
hereunder and those attributable to actions by the purchasers) and the Selling
Stockholder shall so represent and warrant, and further represent and warrant
that it, he, or she is the sole beneficial and record owner of such Offered
Securities. The Company and/or the Designees, shall deliver at the closing
payment in full in immediately available funds for the Offered Securities
purchased by it, him or her. At such closing, all of the parties to the
transaction shall execute such additional documents as are otherwise necessary
or appropriate.

                             2.2.4     SALE TO A THIRD PARTY PURCHASER. If
neither the Company nor the Designees elect to purchase all, but not less than
all, of the Offered Securities under Section 2.2.2, the Selling Stockholder
may, subject to Section 2.3 sell the Offered Securities to a Third Party
Purchaser on the terms and conditions set forth in the Offering Notice;
PROVIDED, HOWEVER, that such sale is bona fide and made pursuant to a contract
entered into within forty-five (45) days of the earlier to occur of (a) the
waiver by the Company and/or the Designees of their respective options to
purchase the Offered Securities and (b) the expiration of the Option Period
(the earlier of such dates being referred to herein as the "CONTRACT DATE");
and PROVIDED FURTHER, that such sale shall not be consummated unless and until
all of the following conditions are met:

                                       (a)       The Selling Stockholder shall
        deliver to the Company a certificate of a Third Party Purchaser, in
        form and substance reasonably satisfactory to the Company, stating that
        (i) such Third Party Purchaser is aware of the rights of the Company,
        contained in Section 2.2 and (ii) prior to the purchase by such Third
        Party Purchaser of any of such Offered Securities, such Third Party
        Purchaser shall become a party to this Agreement and agree to be bound
        by the terms and conditions hereof in accordance with Section 1.3
        hereof.

                                       (b)       A Third Party Purchaser shall
        have furnished evidence satisfactory to the Company, in its reasonable
        judgment, as to the financial ability of such Third Party Purchaser to
        consummate the proposed purchase.

If such sale is not consummated within forty-five (45) days of the Contract
Date for any reason, then the restrictions provided for herein shall again
become effective, and no transfer of such Offered Securities may be made
thereafter by the Selling Stockholder without again offering the same to the
Company, in accordance with this Section 2.2.

                      2.3    BRING ALONG RIGHT.

                             If General Atlantic Partners 41, L.P., a Delaware
limited partnership ("GAP LP"), GAP Coinvestment Partners, L.P., a New York
limited partnership ("GAP COINVESTMENT"), Lyle Baack, Nigel Bahadur, Adam
Belsky and Raymond Hood (the "EXE STOCKHOLDERS" and collectively with GAP LP
and GAP Coinvestment, the "MAJOR STOCKHOLDERS")

                                     A-3

<PAGE>

shall have received a bona fide offer from a person or other entity that is
not an affiliate of a Major Stockholder (or shall have entered into a bona
fide written agreement with such person or entity) relating to the sale to
such person or entity of all or substantially all of the issued and
outstanding securities of the Company held by the Major Stockholders (the
"SALE"), the Major Stockholders shall be entitled to deliver a notice (a
"BUYOUT NOTICE") to the Stockholder stating that they propose to effect (or
cause the Company to effect) such transaction, and specifying the name and
address of the proposed parties to such transaction, the consideration payable
in connection therewith, and attaching a copy of all writings between the
Major Stockholders (or the Company) and the other parties to such transaction
necessary to establish the terms of such transaction. The Stockholder agrees
that, upon receipt of a Buyout Notice, it, he, or she shall be obligated to
sell the Shares held by it, him, or her and to use its, his or her best
efforts to cause the Shares owned by their Permitted Transferees to be sold
upon the terms and conditions of such transaction (and otherwise take all
necessary action to cause the Company to consummate the proposed transaction,
including voting such Shares in favor of such transaction), PROVIDED, that,
the Stockholder shall only be obligated as provided above in this Section 2.3
if the Stockholder and its, his, or her Permitted Transferee receives the same
per Share consideration as the Major Stockholders and all other stockholders
selling shares of the Company in the Sale.

                  3.  RESTRICTIONS ON PUBLIC SALE BY HOLDERS. If and to the
extent requested by the Company or other holders of Company securities
exercising registration rights, as the case may be, in the case of a
non-underwritten public offering or if and to the extent requested by the
underwriter, in the case of an underwritten public offering, Stockholder
agrees not to effect any sale or distribution of any Shares or of any
securities convertible into or exchangeable or exercisable for such Shares,
including without limitation a sale pursuant to Rule 144 under the Securities
Act, during the 90-day period (180-day period in the case of an Initial Public
Offering) or such shorter period agreed upon by such Holder and the requesting
party beginning on the effective date of such Registration Statement (except
as part of such registration).

                  4.  MISCELLANEOUS.

                      4.1    STOCK CERTIFICATE LEGEND. A copy of this
Agreement shall be filed with the Secretary of the Company and kept with the
records of the Company. Each certificate representing Shares now held or
hereafter acquired by any Stockholder shall for as long as this Agreement is
effective bear legends substantially in the following forms:

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
        SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED
        EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
        AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS
        OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH
        REGISTRATION IS NOT REQUIRED.

        THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR

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<PAGE>

        OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS
        OF THE STOCKHOLDERS AGREEMENT, DATED ____________, BETWEEN EXE
        TECHNOLOGIES, INC. (THE "COMPANY") AND THE STOCKHOLDER NAMED THEREIN,
        A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE.
        THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE
        BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN
        COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

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

                      (a)    if to the Company:

                             EXE Technologies, Inc.
                             8787 Stemmons Freeway
                             Dallas, Texas 75247
                             Attention: Chief Financial Officer

                      (b)    if to the Major Stockholders to each of them:

                             EXE Technologies, Inc.
                             8787 Stemmons Freeway
                             Dallas, Texas 75247

                      (c)    if to GAP LP or GAP Coinvestment:

                             c/o General Atlantic Service Corporation
                             3 Pickwick Plaza
                             Greenwich, Connecticut 06830
                             Attention:  Mr. Steven A. Denning

                      (d)    if to the Stockholder, to its, his, or her
                             address as it appears in the record books of
                             the Company.

Any party may, by notice given in accordance with this Section 4.2, designate
another address or Person for receipt of notices hereunder. 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; and five (5)
business days after being deposited in the mail, postage prepaid, if mailed.

                      4.3    SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors, heirs, legatees and legal

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<PAGE>

representatives. This Agreement is not assignable except in connection with a
transfer of Shares in accordance with this Agreement.

                      4.4    AMENDMENT AND WAIVER.

                             (a)       No failure or delay on the part of any
party hereto in exercising any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The remedies provided for herein
are cumulative and are not exclusive of any remedies that may be available to
the parties hereto at law, in equity or otherwise.

                             (b)       Any amendment, supplement or
modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, and any consent to any departure by any party
from the terms of any provision of this Agreement, shall be effective only if
(i) it is made or given in writing, (ii) signed by all the parties thereto,
and (iii) only in the specific instance and for the specific purpose for which
made or given. Any such amendment, supplement, modification, waiver or consent
shall be binding upon the Company, the Major Stockholders, and the Stockholder.

                      4.5    COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, and all
of which taken together shall constitute one and the same instrument.

                      4.6    GOVERNING LAW. This agreement shall be governed
and construed in accordance with the laws of the State of Delaware, without
regard to the principles of conflicts of law of any jurisdiction.

                      4.7    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, 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, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.

                      4.8    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 and therein.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein or therein. This Agreement, together
with the exhibits hereto, supersede all prior agreements and understandings
between the parties with respect to such subject matter.

                      4.9    TERM OF AGREEMENT. This Agreement shall become
effective upon the execution hereof and shall terminate upon the earlier of:
(i) the date on which the Company commences a firm commitment underwritten
initial public offering pursuant to an effective Registration Statement filed
pursuant to the Securities Act of 1933, as amended, and the rules

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<PAGE>

and regulations promulgated thereunder and (ii) the closing of an acquisition
or merger transaction involving the Company in which the Company is not the
surviving entity and the stockholders of the Company prior to the transaction
own less than 50% of the outstanding stock of the surviving entity; provided,
however, that Sections 3 and 4 hereof shall survive termination of this
Agreement.

                      4.10   SUCCESSORS AND ASSIGNS, THIRD PARTY
BENEFICIARIES. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of the parties hereto. Except for
the Designees and the Major Stockholders, 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.

                      4.11   FURTHER ASSURANCES. Each of the parties shall,
and shall cause their respective Affiliates to, execute such instruments and
take such action as may be reasonably required or desirable to carry out the
provisions hereof and the transactions contemplated hereby.

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

                                         EXE TECHNOLOGIES, INC.


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


                                         ---------------------------------------
                                         Stockholder





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