<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 May 31, 2000

         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, One Hundred and Ten Thousand (110,000) 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 31st day of May, 2000.




                                       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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         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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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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