EXHIBIT 4.1
                                                                     -----------

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS AGREEMENT is made as of May 17, 2005.

B E T W E E N:

            THE DESCARTES SYSTEMS GROUP INC., a
            Corporation incorporated under the laws of Ontario,
            or one of its affiliates,

                                                             (the "Corporation")
                                                               OF THE FIRST PART

                                     - and -

                  ARTHUR MESHER, of the City of Waterloo,
                  in the Province of Ontario,

                                                                (the "Employee")
                                                              OF THE SECOND PART

         WHEREAS the Corporation and the Employee (each, a "Party") have agreed
that the terms and conditions of the employment relationship shall be as set out
herein;

         AND WHEREAS the Employee's senior managerial position requires that he
be trusted with extensive confidential information and trade secrets of the
Corporation and that he develop thorough and comprehensive knowledge of all
details in the Corporation's business, which may include (but is not limited to)
information and research, development, inventions, manufacturing, purchasing,
accounting, engineering, marketing, distribution and licensing of the Company's
products and services; and

         AND WHEREAS the Employee recognizes and acknowledges that the
Corporation is involved in a highly competitive industry and recognizes that as
a result of his providing certain services to the Corporation, and as a
condition of this Agreement and the Employee Non-Disclosure, Non-Solicitation
and Developments Undertaking, he will have access to the Corporation's
Confidential Information and shall benefit from the Corporation's goodwill and
shall obtain a competitive advantage as to the Corporation, it customers and
prospective customers and its employees.


         NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
promises and the mutual covenants herein contained, the continued employment of
the Employee by the Corporation, the grant of options to the Employee to
purchase common shares of the Corporation, and the sum of $1 now paid by each
Party hereto to each other Party hereto (the receipt and sufficiency whereof is
hereby acknowledged), the Parties hereto agree as follows:
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                 ARTICLE 1 - DEFINITIONS AND SCOPE OF EMPLOYMENT
                 -----------------------------------------------

1.1   Definitions.  In this Agreement:

      A.    "Cause" shall include, without limitation, any one or more of the
            following:

            a)    conviction of a felony or an indictable offense,

            b)    a material breach by the Employee of any material
                  representation, warranty, covenant or agreement contained in
                  this Agreement , the Employee Non-Disclosure, Non-Solicitation
                  and Developments Undertaking, or the Company's Code of
                  Business Conduct and Ethics,

            c)    gross and willful misconduct by the Employee,

            d)    the Employee's commission of an act involving embezzlement or
                  fraud,

            e)    gross and willful malfeasance or gross and willful
                  non-feasance by the Employee, or

            f)    the employee's refusal to perform his duties

            g)    cause as defined at law.

      B.    A "Change in Control" shall be deemed to have occurred if (i) any
            Person becomes, after the date hereof, the owner or "beneficial
            owner" (as defined in the Securities Act (Ontario)), directly or
            indirectly, of securities of the Corporation representing 50% or
            more of the votes attaching to all outstanding voting securities of
            the Corporation; (ii) during any two year period commencing after
            the date hereof, individuals who at the beginning of such period
            constitute the Board, including for this purpose any additional
            director whose election was approved by a vote of at least a
            majority of the directors then in office or who were appointed by
            the directors then in office, cease for any reason to constitute a
            majority thereof; (iii) the Corporation consummates a merger,
            amalgamation, arrangement or consolidation of the Corporation or
            other similar transaction with or into another corporation (a
            "Reorganization"), the result of which is that the shareholders of
            the Corporation immediately before the Reorganization own less than
            50% of the shares of the corporation surviving or resulting from the
            Reorganization or of a corporation owning, directly or indirectly,
            100% of the total equity of such surviving or resulting corporation;
            or (iv) the Corporation completes

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            the sale in one or a series of transactions of all or substantially
            all of the assets of the Corporation.

      C.    "Descartes Group" means the Corporation and its parent and any
            subsidiary, related company or affiliate of any of the foregoing;

      D.    "Competes" means:

            a)    Intends to or does design, develop, licence, market or sell
                  products or services which are in direct or indirect
                  competition with the products or services from time to time
                  being planned, created, designed, developed, licensed,
                  marketed or sold by the Descartes Group including, but not
                  limited to, the provision of supply chain services such as
                  connectivity and document exchange, route planning and
                  dispatch (including wireless dispatch), inventory and asset
                  visibility, transportation management and warehouse
                  optimization;

      E.    "Person" means an individual, partnership, corporation or other
            entity;


      F.    "Territory" means (a) the United States;(b) the continent of North
            America; and/or (c) any continent where the Corporation does
            business.

1.2   Employment. The Corporation hereby agrees to continue to employ the
Employee and the Employee hereby agrees to continue such employment on a full
time basis, with the Employee continuing to hold the position of Chief Executive
Officer in the Corporation's offices in Waterloo, Ontario, or such other
position as may be determined by the Board of Directors of the Corporation.

1.3   Duties and Responsibilities. The duties and responsibilities of, and the
powers to be exercised by, the Employee shall be determined by the Board of
Directors of the Corporation.

1.4   Full and Faithful Service. The Employee will devote to the business and
affairs of the Corporation all of the time and attention reasonably necessary to
carry out his duties, and will ensure that he is not at any time engaged in
conduct which would constitute a conflict with the interests of the Corporation.
During his employment with the Corporation, the Employee shall not engage in any
other employment or gainful occupation, undertake any other business, or become
a director, officer or agent of any other company, firm or individual without
the express written consent of the Board of Directors of the Corporation.

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<PAGE>

1.5   Acknowledgment. The Employee acknowledges that the effective performance
of his duties requires the highest level of integrity and the Corporation's
complete confidence in the Employee's relationship with other employees of the
Corporation and with all persons dealt with in the course of his employment. The
Employee shall diligently, faithfully and honestly serve the Corporation during
the continuance of his employment hereunder and shall use his best efforts to
promote the interests of the Corporation. The Employee further acknowledges and
agrees that the Employee will comply with policies, practices, rules and
instructions of the Corporation, including the Corporation's Code of Ethics, and
will comply at all times with all prevailing laws in carrying out his duties.

1.6   Interpretation. All accounting terms used in this Agreement shall be
determined in accordance with United States generally accepted accounting
principles as reflected in or, if not reflected in, derived from, the
consolidated financial statements of the Corporation filed with securities
regulators.

1.7   Other Employee Expenses. The nature of the Employee's employment will
require that the Employee be regularly and continuously available after hours to
meet with the Corporation's employers, customers, business partners and
advisors. The Corporation requires that the Employee have a suitable office
location for such meetings. The Employee is responsible to pay for all office
rent, supplies and salary to an assistant or substitute related to such
after-hours availability. The Corporation shall certify, in the prescribed form,
the conditions of employment set out in this section for the purpose of the
Income Tax Act (Canada).

                         ARTICLE 2 - TERM OF EMPLOYMENT
                         ------------------------------

2.1   Term. Until terminated as provided in Article 4 of this Agreement, the
term of employment created herein shall continue indefinitely.

                            ARTICLE 3 - REMUNERATION
                            ------------------------

3.1   Salary. As remuneration for his services hereunder, the Employee shall be
paid a base salary, subject to adjustments as hereinafter provided (the "Base
Salary"), at the initial rate of $317,340.14 CDN per annum, which Base Salary
shall be paid in arrears and in 24 equal installments, subject to all necessary
statutory deductions. Such Base Salary shall be reviewed by the Corporation at
the end of each year of the term of the Employee's employment but with no
obligation to effect an increase thereof; provided, however, that such Base
Salary shall not be reduced below $317,340.14 CDN per annum for so long as he
remains an employee of the Corporation, or any subsidiary, affiliate or related
entity; provided further that the Base Salary may be reduced below $317,340.14
CDN in the event that there has been a general reduction in the base salaries of
a majority of the other senior officers of the Corporation (the "Reduced Senior
Officers") and that the reduction in the Employee's Base Salary is proportional
to the reduction in salaries of Reduced Senior Officers.

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<PAGE>

3.2   Benefits. Unless otherwise covered by another insured benefit program, the
Employee will be entitled during the course of his employment with the
Corporation to participate in the employee benefit plans and programs of the
Corporation which are made available to executive employees of the Corporation
in the jurisdiction of residence of the Employee generally from time to time. To
the extent that the Corporation maintains directors' and officers' liability
insurance, the Employee shall be entitled, subject to the terms, conditions,
exclusions, limitations and provisions of such policy, to be covered by such
insurance. All employee benefit plans and programs of the Corporation shall
continue during the Resignation Notice Period and Period, as respectively
defined in Subsection 4.1(e) and 4.2 hereof, save and except short term and long
term disability benefits, which shall cease upon the expiry of the minimum
notice period required by statute. The Corporation may alter, add to, modify or
delete its employee benefit plans at any time it determines in its sole judgment
to be appropriate.

3.3   Vacation. The Employee shall be entitled to accrue up to four weeks' paid
vacation leave in each fiscal year that this Agreement is in effect, with such
vacation leave in respect of fiscal 2006 to be prorated for the period from the
date hereof to January 31, 2006. Such vacation shall be taken at such time or
times as the Corporation may determine having regard to the business and
undertaking of the Corporation. In the event the Employee's employment is
terminated, the Employee shall be entitled to the vacation pay accrued to the
date that the Employee provides or is provided with written notice of
termination of employment. The Employee may carry forward up to one (1) week of
unused vacation entitlement from a fiscal year to the immediately following
fiscal year.

3.4   Expenses. During the term of his employment with the Corporation, the
Employee shall be reimbursed for all reasonable travel and business expenses
incurred by him in the performance of his duties hereunder, subject to such
limitations as may be established by the Corporation and revised by it from time
to time. As a condition to the reimbursement of such expenses, the Employee
shall furnish to the Corporation receipts for expenses incurred except that the
Employee shall be entitled to be reimbursed for up to USD$50 per day while
travelling (after the date hereof) for actual expenses incurred without
furnishing receipts.

3.5   Taxes. All payments in this Agreement shall be subject to all applicable
federal, state and local withholding, payroll and other taxes, and the
Corporation may withhold from any such amounts due to the Employee in order to
satisfy such withholding obligations.

                      ARTICLE 4 - TERMINATION OF EMPLOYMENT
                      -------------------------------------

4.1   Terms and Conditions. The employment contemplated hereunder may be
terminated in the following manner and in the following circumstances:

                                       5
<PAGE>

a.    by the Corporation at any time for Cause, in which case the Employee's
employment shall terminate immediately upon receipt of a written notice from the
Corporation to the Employee setting out the Cause(s) for termination and the
Corporation shall pay to the Employee his Base Salary (calculated on a per diem
basis) and any accrued but unused vacation up to and including the date of such
termination;

b.    by the Corporation upon the death of the Employee, in which case his
employment shall terminate on the date of death and the Corporation shall pay
the Employee or his estate his Base Salary (calculated on a per diem basis) and
any accrued but unused vacation up to and including the date of his death;

c.    by the Corporation for any reason other than a termination for Cause, in
which case the Employee shall, subject to the provisions of Subsections 4.2 and
4.3, be paid the amount(s) set forth in Subsection 4.2 hereof;

d.    by the Employee for any reason, within eighteen months of a Change of
Control, in which case the Employee shall, subject to the provisions of
Subsections 4.2 and 4.3, be provided with payment of the amount(s) set forth in
Subsection 4.2 hereof; or

e.    by the Employee for any reason, upon providing four (4) weeks written
notice to the Corporation (the "Resignation Notice Period"), provided that the
Corporation may require the immediate resignation from employment of the
Employee any time after receiving the Employee's notice of termination but prior
to the expiration of the Resignation Notice Period and the Corporation's sole
obligation in those circumstances shall be to pay the Employee the greater of
(a) the Employee's remuneration to the end of the Resignation Notice Period,
less an amount equal to any remuneration received by the Employee in respect of
services provided by the Employee during the Resignation Notice Period to any
other Person that has employed or engaged, directly or indirectly, the Employee;
and (b) zero.

4.2   Severance Entitlement. If the employment of the Employee is terminated in
accordance with Subsections 4.1(c) or 4.1(d) hereof, the Employee will receive
payment of the equivalent of fifteen months of the Employee's Base Salary (the
"Payment Amount") payable in equal semi-monthly installments for a period of up
to fifteen months following termination (the "Period") provided that if the
Employee obtains other paid employment or consulting work during the Period and
is in compliance with section 6.1 and the provisions of the Non-Disclosure,
Non-Solicitation and Developments Undertaking, the Corporation shall thereafter
only be required to pay the Employee a lump sum payment equivalent to 50% of the
remaining unpaid portion of the aggregate Payment Amount, less all applicable
statutory deductions.

4.3   Release of Claims. The Corporation's obligation to provide any of the
payment amounts hereunder shall be subject to, and conditioned upon, Employee's
execution of a full release of claims (other than claims for payments to be made
pursuant to this Agreement) reasonably satisfactory to the Corporation and
consistent with the release of claims which the Corporation has executed by
employees of similar seniority, releasing

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<PAGE>

the Corporation and its employees and agents from any claims arising from or
related to Employee's employment or severance from employment with the
Corporation, including any claims arising from this Agreement. Moreover, if the
Employee breaches his obligations under this Agreement or the Employee
Non-Disclosure, Non-Solicitation and Developments Undertaking, the Corporation
may immediately cease payment of all severance described in this Agreement. The
cessation of these payments shall be in addition to, and not as an alternative
to, any other remedies at law or in equity available to the Corporation,
including the right to seek specific performance or an injunction.

4.4   Reasonableness. The Parties further acknowledge and agree that if the
payment or payments referred to in Subsection 4.1 (c) or 4.1(d) and Section 4.2
hereof are made, such payment or payments constitutes a reasonable estimate of
the damages that might be suffered by the Employee for termination of this
Agreement, such amount being liquidated damages and not a penalty.

                          ARTICLE 5 - CONFIDENTIALITY
                          ---------------------------

5.1   Employee Non-Disclosure, Non-Solicitation and Developments Undertaking. In
connection with his employment with the Descartes Group pursuant to the terms of
this Agreement, the Employee shall execute, prior to execution hereof by the
Corporation, the Corporation's Employee Non-Disclosure, Non-Solicitation and
Developments Undertaking attached hereto as Exhibit A, the terms of which are
incorporated herein by reference. As set forth herein, the terms of the Employee
Non-Disclosure, Non-Solicitation and Developments Undertaking survive the
termination of the Employee's employment and the termination of this Agreement,
regardless of the reason for such termination.

                           ARTICLE 6 - NON-COMPETITION
                           ---------------------------

6.1   Non-Competition. During the Employee's employment with the Corporation and
for a period of [TEXT REDACTED] after the date of termination of the Employee's
employment with the Corporation, the Employee shall not directly or indirectly,
alone or as a partner, officer, director, employee, consultant, agent,
independent contractor or shareholder (a) provide services to any entity which
Competes with the Descartes Group in the Territory; or (b) engage in any
business or activity with any entity which Competes with the Descartes Group in
the Territory.

6.2   Employee understands and agrees that the Corporation will suffer
irreparable harm in the event of a breach of this Section and that monetary
compensation will be inadequate to compensate the Corporation for such breach.
Employee also acknowledges that the obligations set forth in Articles 6 above
are not unduly burdensome and will not cause Employee any irreparable harm.
Employee therefore agrees that, in the event of a breach or threatened breach of
this Article, the Corporation is entitled, in addition to any of the other
rights, remedies or damages available, to a temporary restraining order, a
preliminary injunction and a permanent injunction in order to prevent or to
restrain any breach of this Section.

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<PAGE>

                               ARTICLE 7 - GENERAL
                               -------------------

7.1   Entire Agreement. This Agreement and the Employee Non-Disclosure,
Non-Solicitation and Developments Undertaking dated the date hereof shall
constitute the entire agreement between the Parties with respect to all of the
matters herein and the Parties hereto acknowledge and agree that execution
hereof and thereof has not been induced by, nor does either of the Parties rely
upon or regard as material, any representations or writings whatsoever not
incorporated herein and made a part hereof. This Agreement shall not be amended,
altered or qualified except by an agreement in writing signed by both of the
Parties hereto. This Agreement supersedes any prior agreements between the
Employee and the Corporation (other than the prior grants of options to purchase
common shares of the Corporation, which grants have been completed and shall in
remain in full force and effect in accordance with its terms) and hereby cancels
and supersedes all previous understandings, negotiations, and representations
with respect hereto, whether oral or written.

7.2   Notices. Any notice or communication given or required to be given shall
be in writing and may be delivered, mailed by registered mail, or sent by
telecopier or similar telecommunication device and shall be deemed:

a.    in the case of delivery, to have been duly given when the same is
delivered to the Corporation or the Employee at the addresses hereinafter set
forth (or personally in the case of the Employee);

b.    if addressed to such Party at its address as set forth hereafter or to
such other address as such Party may have by notice in writing furnished to the
Party seeking or desiring to give notice as a place for the giving of notice:

      1.    in the case of dispatch by registered mail, except during a postal
      disruption, actual or threatened, to have been duly given at 5:00 o'clock
      in the afternoon (local time of the sender) on the fourth business day
      after the day the same was deposited in a governmental public post box or
      governmental post office,

      2.    in the case of dispatch by telecopier or similar telecommunication
      device to have been duly given the next business day after dispatch is
      made by means of a telecopier or other telecommunication device, and if
      addressed as follows:

            if to the Corporation, at:
                 The Descartes Systems Group Inc.
                 120 Randall Drive
                 Waterloo, Ontario, Canada  N2V 1C6
                 Attention: Chairman of the Board
                 Facsimile: (519) 746-9459

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<PAGE>

            if to the Employee, at:
                 [TEXT REDACTED]


7.3   Further Assurances. The Parties hereto and each of them hereby consents
and agrees to do such things, attend such meetings and to execute such further
documents and assurances as may be deemed necessary or advisable from time to
time in order to carry out the terms and conditions of this Agreement in
accordance with its true intent.

7.4   Reimbursement. The Employee hereby authorizes the Corporation at any time
during or after the term of the Employee's employment to withhold from any
amounts otherwise owed to the Employee (including, but not limited to, salary,
bonus, commissions and expense reimbursements, if and as applicable) to the
fullest extent permitted by applicable law: any and all amounts due to the
Corporation from the Employee, including, but not limited to, cash advances,
travel advances, overpayments made by the Corporation to the Employee, amounts
received by the Employee due to the Corporation's error, unpaid personal credit
card or phone charges or any other debt the Employee owes to the Corporation for
any reason.

7.5   Waivers. No waiver of any breach or default of any of the provisions
hereof shall be effective unless in writing and signed by the Party to be
charged with such waiver. No waiver shall be deemed a continuing waiver or
waiver in respect of any subsequent breach of default, either of a similar or
different nature, unless expressly so stated in writing.

7.6   Severability. Each provision herein shall be treated as a separate and
independent clause, and the unenforceability of any one clause shall in no way
impair the enforceability of any of the other clauses herein. Moreover, if one
or more of the provisions contained in this Agreement shall for any reason be
held to be excessively broad as to scope, activity, subject or otherwise so as
to be unenforceable at law, such provision or provisions shall be construed by
the appropriate judicial body by limiting or reducing it or them, so as to be
enforceable to the maximum extent compatible with the applicable law as it shall
then appear.

7.7   Headings. The insertion of headings and the division of this Agreement
into Sections and Subsections is for convenience and reference only and shall
not affect the interpretation hereof.

7.8   Assignment. This Agreement may not be assigned by the Employee without the
prior written consent of the Corporation, which consent may be withheld for any
reason. The rights and obligations of the Corporation under this Agreement may
be assigned by the Corporation.

7.9   Enurement. This Agreement shall enure to the benefit of and be binding
upon the Parties hereto and their respective heirs, executors, legal personal
representatives, successors and assigns of the Corporation and permitted assigns
of the Employee.

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<PAGE>

7.10  Governing Law. This Agreement, the employment relationship contemplated
herein and any claim arising from such relationship, whether or not arising
under this Agreement shall be construed, governed and enforced in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein (the "Jurisdiction"). Any claims or legal actions by one
party against the other arising out of the relationship between the Parties
contemplated herein (whether or not arising under this Agreement) shall be
commenced or maintained in any court located in the Jurisdiction.


IN WITNESS WHEREOF this Agreement is executed by the Parties hereto with effect
as of the date first above written.

                                       THE DESCARTES SYSTEMS GROUP INC.


                                       By: /s/ J. Scott Pagan
                                          ----------------------------------
                                          Name: J. Scott Pagan
                                          Title: General Counsel and Corporate
                                                 Secretary


         /s/ J. Scott Pagan      )
         --------------------    )       /s/ Arthur Mesher                 (l/s)
         Witness                 )       -----------------------------------
                                 )       ARTHUR MESHER

                                       10
<PAGE>

                                    Exhibit A
                                    ---------

                EMPLOYEE NON-DISCLOSURE, DEVELOPMENTS UNDERTAKING

TO:      The Descartes Systems Group Inc. and its subsidiaries, affiliates and
         related entities (collectively, "Descartes")

In consideration of my continued employment, the grant to me of stock options by
Descartes, the promises and the mutual covenants contained in my Employment
Agreement dated May 17, 2005 and the sum of $1.00 now paid by Descartes to me, I
hereby agree and undertake as follows:

                      ARTICLE 1 - CONFIDENTIAL INFORMATION

1.1      I agree to keep confidential at all times, whether during, or after the
         termination of, my employment, and, except for disclosure permitted by
         section 1.2, not to disclose, directly or indirectly, or assist others
         in so disclosing, to any person, firm, corporation or other entity any
         Confidential Information. The term "Confidential Information" means any
         information concerning the organization, business or finances of
         Descartes or of any third party which Descartes is under an obligation
         to keep confidential that is maintained by Descartes as confidential.
         Such Confidential Information includes, but is not limited to, trade
         secrets or confidential information respecting inventions, products,
         data, algorithms, designs, methods, know-how, techniques, systems,
         processes, software programs, works of authorship, customer lists,
         projects, plans and proposals and any notes, memoranda, reports, lists,
         records, drawings, sketches, specifications, software programs, data,
         documentation or other materials of any nature and in any form, whether
         written, printed, or in digital format or otherwise, relating to any
         matter within the scope of the business of Descartes or concerning any
         of its dealings or affairs.

1.2      I agree to use the Confidential Information in the course of employment
         solely for the benefit of Descartes and disclose the Confidential
         Information only to such other Descartes employees who have a need to
         know the Confidential Information. I shall not use any Confidential
         Information in any manner which may injure or cause loss or may be
         calculated to injure or cause loss, whether directly or indirectly, to
         Descartes. I hereby represent and warrant that I am not subject to any
         other non-disclosure or confidentiality agreement. I acknowledge and
         agree that, with respect to all Confidential Information, I am in a
         position of trust and subject to a fiduciary duty to use the
         Confidential Information only in the interests of Descartes.

1.3      The foregoing obligations do not apply to the extent that the
         Confidential Information is or becomes generally available to the
         public through no fault on my part. I am not prohibited from disclosing
         Confidential Information if directly ordered to do so by a court or
         governmental agency; however, I agree that before doing so, I will give
         prompt notice to Descartes of any possible order or any legal or
         governmental proceeding that may result in such an order and will not
         disclose any Confidential Information until Descartes has been given a
         reasonable opportunity to prevent or limit such disclosure.

1.4      I agree that, if requested to do so by Descartes and, in any event,
         immediately upon the termination of my employment, I shall deliver all
         Confidential Information in my possession, care or control to
         Descartes.

1.5      While employed by Descartes, I represent that I will not use any
         Confidential Information (as is defined herein) of any prior employer.
         By executing this Agreement, I indicate my understanding that any
         Confidential Information of any prior employer is not necessary to my
         employment by Descartes.

CONFIDENTIAL, PROPRIETARY AND COPYRIGHT 2004 OF THE DESCARTES SYSTEMS GROUP INC.
<PAGE>

         Moreover, I acknowledge that Descartes is directing me not to rely on
         such Confidential Information in the course of my employment, not to
         disclose such Confidential Information to Descartes, and not to
         otherwise use such Confidential Information of any prior employer.

                        ARTICLE 2 - EMPLOYEE DEVELOPMENTS

2.1      All Works conceived, created, invented, produced, designed or reduced
         to practice by me, alone or with others, at any time or times during
         the term of my employment with Descartes shall be owned by Descartes. I
         shall communicate to Descartes, without cost or delay, and without
         disclosing to others the same, all available information relating
         thereto (with all necessary documentation, code, specifications, plans
         and models).

2.2      I represent that the Works identified in the Appendix attached hereto,
         if any, comprise all the Works that I have made or conceived prior to
         my employment by Descartes, which Works are excluded from this
         Agreement. I understand that it is only necessary to list the title of
         such Works and the purpose thereof but not details of the Work itself.
         IF THERE ARE ANY SUCH WORKS TO BE EXCLUDED, THE UNDERSIGNED SHOULD
         INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH
         EXCLUSIONS. _____

2.3      Notwithstanding anything to the contrary contained in this Agreement,
         any provision of this Agreement which provides for me to assign or
         offer to assign any of my rights in a Work shall not apply to any
         invention developed entirely on my own time without using Descartes'
         equipment, supplies, facilities or trade secrets except for those
         inventions that (i) relate, at the time of conception or reduction to
         practice of the invention to Descartes' business or actual or
         demonstrably anticipated research or development or (ii) result from
         any work performed by me for Descartes.

2.4      The term "Works" includes, but is not limited to, inventions,
         modifications, discoveries, designs, developments, documentation,
         improvements, artistic works, designs, products, processes, techniques,
         know-how, details of ideas, concepts, business opportunities,
         compilations of data, confidential reports, algorithms, formulas,
         computer codes in either source code and object code, computer or
         software programs, works of authorship, trade secrets, enhancements
         and/or modifications to any computer or software codes or computer or
         software programs or any intellectual property rights whatsoever or any
         interest therein (whether or not patentable or registerable under
         copyright, trade-mark or similar legislation or subject to analogous
         protection).

2.5      I agree to not knowingly incorporate into the Works of Descartes any
         virus or other harmful code or any Works of any other person, firm,
         corporation or other entity.

2.6      I agree that I will not bring onto the premises of Descartes any
         unpublished document or any property belonging to my former employers
         or companies.

                    ARTICLE 3 - ASSIGNMENT OF RIGHTS TO WORKS

3.1      In addition to the right of Descartes as owner of the Works, in the
         event that any interest in the Works vests in me, I hereby assign to
         Descartes all of the right, title and interest I have or may acquire in
         any Works without further compensation including, without limitation,
         rights to any copyright (including, without limitation, all
         reversionary interests and rights or renewal in and to

CONFIDENTIAL, PROPRIETARY AND COPYRIGHT 2004 OF THE DESCARTES SYSTEMS GROUP INC.
<PAGE>

         the copyright to the Works, the right to create derivative works which
         modify or alter the Works), patent and design rights (including,
         without limitation, the right to file patent applications and to claim
         a right of priority under applicable international conventions)
         trade-marks and other intellectual property rights.

3.2      I hereby waive and agree to waive my moral rights to the Works which
         are acknowledged to include the right to the integrity of the Works and
         the right, where reasonable in the circumstances, to be associated with
         the Works as an author by name or under a pseudonym and the right to
         remain anonymous when any translation of the Works is produced,
         performed or published.

                          ARTICLE 4 - NON-SOLICITATION

4.1      During my employment by Descartes, and for a period of [TEXT REDACTED]
         thereafter (the "Applicable Period"), I shall not myself nor on behalf
         of or in connection with any other person, firm, corporation or other
         entity, directly or indirectly, in any capacity whatsoever including,
         without limitation, as an employer, employee, director, principal,
         agent, joint venturer, partner, shareholder or other equity holder,
         independent contractor, licensor, licensee, franchiser, franchisee,
         distributor, consultant, supplier, cooperative, partnership, trust,
         entity with juridical personality, unincorporated association or
         otherwise:

         a)       canvass or solicit or accept any business from any customer or
                  Prospective Customer of Descartes (the term "Prospective
                  Customer" means any person or entity canvassed or solicited by
                  Descartes at any time up to the date upon which I cease to be
                  employed by Descartes) for the purpose of providing to such
                  customer or Prospective Customer products or services
                  competitive or similar to those from time to time being
                  designed, developed, licensed, marketed or sold by Descartes;

         b)       employ, offer employment to or solicit the employment or
                  engagement of or otherwise entice away from the employment of
                  Descartes any individual who is employed by Descartes or who
                  resigns from employment by Descartes in order to accept an
                  offer of employment from me;

         c)       procure or assist any person or entity to employ, offer
                  employment to or solicit the employment or engagement of or
                  otherwise entice away from the employment of Descartes any
                  individual who is employed by Descartes or who resigns from
                  employment by Descartes in order to accept an offer of
                  employment from any such person or entity; or

         d)       interfere or attempt to interfere with Descartes' business or
                  persuade or attempt to persuade any customer, Prospective
                  Customer, employee or supplier of Descartes to discontinue or
                  alter such person's relationship with Descartes.

         4.2 Nothing in this Agreement shall prohibit me from holding for
investment purposes only up to 1% of the issued publicly-traded shares of a
corporation engaged in a business the same as or similar to the business
presently carried on by Descartes.

CONFIDENTIAL, PROPRIETARY AND COPYRIGHT 2004 OF THE DESCARTES SYSTEMS GROUP INC.
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                             ARTICLE 5 - INJUNCTION

5.1      I understand and agree that Descartes will suffer irreparable harm if I
         breach any of my obligations under this Agreement and that monetary
         compensation will be inadequate to compensate Descartes for such
         breach. I also acknowledge that my obligations set forth in Article 4
         above are not unduly burdensome and will not cause me any irreparable
         harm. I therefore agree that, in the event of a breach or threatened
         breach of this Agreement or any of its provisions by me, Descartes is
         entitled, in addition to any of the other rights, remedies or damages
         available to Descartes, to a temporary restraining order, a preliminary
         injunction and a permanent injunction in order to prevent or to
         restrain any breach by me or any of my partners, co-venturers,
         employers, employees, agents, representatives or any other persons
         directly or indirectly acting for me.

                          ARTICLE 6 - FURTHER DOCUMENTS

6.1      I will, both during and after my employment period, at the request of
         and cost to Descartes, sign execute, make and do all deeds, documents,
         acts and things as Descartes and its authorized agents may reasonably
         require:

a)       to apply for, obtain, register and vest in Descartes' name alone,
         letters patent, copyrights, trademarks or other analogous protection in
         any country throughout the world with respect to the Works and, when so
         obtained or vested, to renew and restore the same; and

b)       to defend any judicial opposition or proceedings in respect of such
         applications (including but not limited to petitions or applications
         for revocation of letters patent, copyright, trademark or other
         analogous protection).

6.2      In the event that I am unable or unwilling to execute any document as
         reasonably required to protect the Works and to file copyright, patent,
         trademark and/or design applications, I hereby irrevocably appoint the
         Chief Executive Officer of Descartes as my attorney to execute such
         documents on my behalf.

                               ARTICLE 7 - GENERAL

7.1      My obligations under this Agreement shall survive the termination of my
         employment regardless of the manner of such termination and shall be
         binding upon my heirs, executors, administrators and legal
         representatives.

7.2      I understand that this Agreement does not create an obligation of
         Descartes or any other person or entity to continue my employment.
         Descartes shall have the right to assign this Agreement to its
         successors and assigns, and all covenants and agreements hereunder
         shall inure to the benefit of and be enforceable by said successors or
         assigns.

7.3      I hereby represent and warrant that I am not a party to or bound by the
         terms of any agreement with any previous employer or any other party
         that would prevent me from performing services for Descartes.

7.4      I consent to the use of my name, picture, signature, voice, image
         and/or likeness by Descartes during my employment by Descartes;
         provided that following my employment, Descartes shall continue to be
         entitled to use material that was published before the date of my
         termination and that uses my name, picture, signature, voice, image
         and/or likeness, but only for a commercially

CONFIDENTIAL, PROPRIETARY AND COPYRIGHT 2004 OF THE DESCARTES SYSTEMS GROUP INC.
<PAGE>

         reasonable period of time to allow Descartes to replace such materials.
         Further, I waive all claims I may now have or may ever have against
         Descartes and its officers, directors, employees and agents arising out
         of Descartes' use, adaptation, reproduction, modification,
         distribution, exhibition or other commercial exploitation of my name,
         picture, signature, voice, image and/or likeness, including, but not
         limited to right of privacy, right of publicity and celebrity, use of
         voice, name or likeness, defamation, and copyright infringement.

7.5      I agree that at all times during and after my employment with
         Descartes, regardless of the reason for my termination, I shall not
         disparage Descartes, its products, services, agents or employees.

7.6      I hereby agree that each provision herein shall be treated as a
         separate and independent clause, and the unenforceability of any one
         clause shall in no way impair the enforceability of any of the other
         clauses herein. Moreover, if one or more of the provisions contained in
         this Agreement shall for any reason be held to be excessively broad as
         to scope, activity, subject or otherwise so as to be unenforceable at
         law, such provision or provisions shall be construed by the appropriate
         judicial body by limiting or reducing it or them, so as to be
         enforceable to the maximum extent compatible with the applicable law as
         it shall then appear.

7.7      My obligations under this Agreement are in addition to and not in
         substitution for: (i) any fiduciary duty I may owe to Descartes; and
         (ii) all protections afforded to the Confidential Information at law
         and in equity.

7.8      This Agreement constitutes the entire agreement between Descartes and
         me pertaining to the subject matter hereof and supersedes all prior or
         contemporaneous agreements, whether oral or written, relating to the
         subject matter hereof, including any provisions relating to the subject
         matter hereof contained in any employment agreement between Descartes
         and me. This Agreement shall apply notwithstanding any change in my
         employment or employer within Descartes.

7.9      Descartes may waive any breach by me of any provision of this Agreement
         expressly in writing in its sole discretion. Any waiver by Descartes of
         a breach of any provision of this Agreement shall not operate or be
         construed as a waiver of any subsequent breach of such provision or any
         other provision hereof.

7.10     I have carefully read and considered the provisions of this Agreement
         and, having done so, I agree that the restrictions set forth in this
         Agreement are fair and reasonable and are reasonably required for the
         protection of the interests of Descartes and its business, officers,
         directors and employees. I further agree that the restrictions set
         forth in this Agreement shall not impair my ability to secure
         employment within the field or fields of my choice including, without
         limitation, those areas in which I am now, am to be or have been
         employed by Descartes.

7.11     I agree and acknowledge that during the Applicable Period, I shall
         inform each prospective new employer I may have, prior to accepting
         employment, of the existence of this Agreement (and the Non-Competition
         provision of my Employment Agreement). I also agree and acknowledge
         that Descartes has the right to independently contact any potential or
         actual future employer of mine to notify the future employer of my
         obligations under these Agreements and provide such future employer
         with a copy of these Agreements. Descartes shall also be entitled to
         notify such actual or potential future employer of Descartes'
         understanding of the requirements of these Agreements and what steps,
         if any, it intends to take to insure compliance with or enforcement of
         these Agreements.

CONFIDENTIAL, PROPRIETARY AND COPYRIGHT 2004 OF THE DESCARTES SYSTEMS GROUP INC.
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7.11     This Agreement shall be governed by and construed and interpreted in
         accordance with the laws of the Province of Ontario without regard to
         its conflict of laws rules


DATE: May 17, 2005.



/s/ J. Scott Pagan                       /s/ Art Mesher                      l/s
-----------------------------            ------------------------------------
Signature of Witness                              Signature of Employee

J. Scott Pagan                           Art Mesher
-----------------------------            ------------------------------------
Name of Witness (PLEASE PRINT)                    Name of Employee

CONFIDENTIAL, PROPRIETARY AND COPYRIGHT 2004 OF THE DESCARTES SYSTEMS GROUP INC.
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                    APPENDIX - TITLE/PURPOSE OF DEVELOPMENTS

         The following is a complete list of all Developments and the purpose of
those Developments:



_________   NO DEVELOPMENTS

_________   SEE BELOW


DEVELOPMENTS AND PURPOSE:
-------------------------

______________________________________________________________________________


______________________________________________________________________________


______________________________________________________________________________


______________________________________________________________________________


______________________________________________________________________________


______________________________________________________________________________






CONFIDENTIAL, PROPRIETARY AND COPYRIGHT 2004 OF THE DESCARTES SYSTEMS GROUP INC.