**EXE Technologies, Inc.**

AMENDED AND RESTATEDEMPLOYMENT AGREEMENT

             THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the“Agreement”) is made on this 29th day of June 2001 by and between Kenneth J.Powell, a resident of Texas (the "Employee"), and EXE Technologies,Inc., a corporation organized and existing under the laws of the State ofDelaware (the "Company") with its headquarters in Dallas, Texas.

             WHEREAS, the Company is engaged in the business ofproviding software for warehouse management, supply chain execution and orderfulfillment and related services for warehouse, distribution and logisticsfacilities worldwide (the "Business"),

             WHEREAS, the Company hired the Employee on March 29,2001 (the “Start Date”) pursuant to a Summary of Terms dated March 20, 2001(the “Term Sheet”);

             WHEREAS, the Term Sheet contemplated that it would besuperceded by a definitive employment agreement;

             WHEREAS, the Company and the Employee entered into anEmployment Agreement dated May __, 2001 (the “Employment Agreement”) tosupercede the Term Sheet;

             WHEREAS, the Company and the Employee desire to restatethe Employment Agreement for the purposes of clarifying certain terms; and

             WHEREAS, the Company desires to employ the Employee andthe Employee desires to be employed by the Company for a period of timecommencing on the Start Date and continuing into the future upon the terms andconditions hereinafter set forth.

             NOW, THEREFORE, in consideration of the mutual covenantsand obligations contained herein, and intending to be legally bound, theparties, subject to the terms and conditions set forth herein, agree asfollows:

             1.          Employmentand Term.  The Company herebyemploys the Employee and the Employee hereby accepts employment with theCompany, for a period of one (1) year from the Start Date (the “InitialTerm”).  At the end of the Initial Term,this Agreement shall automatically renew for successive additional periods ofone (1) year, unless terminated by either party upon no less than ninety (90)days prior written notice to the other party prior to the expiration of theInitial Term or any such renewal period.  The Initial Term of employment and any renewal periods hereunder,subject to the provisions of Section 8 hereof, are hereinafter referred to asthe "Term."

             2.          Duties.  During the Term, the Employee shall serve asPresident and Chief Operating Officer of the Company and will faithfully and tothe best of the Employee’s ability devote his full time, attention, skill andefforts to the performance of the duties required by or appropriate for thePosition.  The Employee shall report tothe Chief Executive Officer of the Company (the “Reporting Manager”).  The Employee shall assume such duties andresponsi­bilities as may be customarily incident to such a position, and suchadditional and other duties as may be assigned to the Employee from time totime by the Reporting Manager or the Board of Directors of the Company (the“Board”), including, without limitation, the duties and responsibilities setforth in Schedule B attached hereto, provided that such duties, functions,responsibilities, and authority are reasonable and customary for a personserving as President and Chief Operating Officer of an enterprise comparable tothe Company.

             3.          OtherBusiness Activities.  During theTerm, the Employee shall not, without the prior written consent of the Companyin its sole discretion, directly or indirectly engage in any other businessactivities or pursuits whatsoever, except: activities in connection withcharitable, professional or civic activities, personal investments; serving asan executor, trustee or in other similar fiduciary capacity; and serving as adirector of other entities that are not competitive with the Company; providedthat such activities do not interfere with the Employee’s performance of theEmployee’s responsibilities and obligations pursuant to this Agreement; andprovided further that the Employee complies with all applicable policies andprocedures of the Company.

             4.          Compensation.  The Company shall pay the Employee, and theEmployee hereby agrees to accept, as compensation for all services renderedhereunder and for the Employee's intellectual property covenants andassignments and covenant not to compete as provided for in Sections 6 and 7hereof, the compensation set forth in this Section 4.

                           4.1        Salary.  The Company shall pay the Employee aninitial base salary at the annual rate detailed in Schedule A attached hereto(the “Base Salary”). The Base Salary shall be inclusive of all applicable income,social security and other taxes and charges that are required by law to bewithheld by the Company or are requested to be withheld by the Employee.  Such amounts shall be withheld and paid inaccordance with the Company's normal payroll practice for its similarlysituated employees from time to time in effect.  The Base Salary may be increased from time to time by theCompensation Committee of the Board in its discretion, provided, however, thatat no time will the Employee’s salary be less than the initial Base Salary.

                           4.2        BonusProgram.  With respect to eachcalendar quarter, the Company will pay a cash bonus to the Employee based uponthe achievement of criteria to be determined as mutually agreed upon in writingby the Employee and the Reporting Manager within sixty (60) days of the StartDate.  The Employee’s annualized bonustarget will be Two Hundred Twenty-Five Thousand Dollars ($225,000).  The Employee’s actual bonus payments willvary depending on Company performance and will be payable quarterly inaccordance with the Company’s normal practices.

                           4.3        EquityParticipation.  The Company shallgrant to the Employee a stock option (the “Option”) to purchase shares ofcommon stock of the Company (“Common Stock”), the exercise price, par value andother details of which are detailed in Schedule A attached hereto. The Optionshall be subject to and in accordance with the provisions of the 1997 StockOption Plan of the Company, as amended (the “Plan”), substantially in the formof Schedule C.

                           4.4          Fringe Benefits.  The Employee shall be entitled toparticipate in any health or dental programs or other non-salary consideration(such as disability, vacation, sick leave) as are Company standard. Suchprograms are described in Schedule E attached hereto.

                           4.5          Reimbursement of Expenses.  The Employee shall be promptly reimbursedfor all normal items of travel and entertainment and miscellaneous expensesreasonably incurred by the Employee on behalf of the Company, provided thatsuch expenses are documented and submitted to the Company all in accordancewith the reimbursement policies of the Company as in effect from time to time.

                           4.6        Indemnification.  The Employee, in any capacity on behalf ofthe Company or any of its subsidiaries or affiliates, shall be entitled toexculpation, indemnification, and advancement of expenses to the fullest extentnot prohibited by Delaware or other applicable law, all as more fully describedby an Indemnification Agreement to be entered into between the Employee and theCompany substantially in the form used by the Company with its executiveofficers.  The Employee shall also beentitled to coverage under each directors’ and officers’ liability insurancepolicy, if any, maintained by or on behalf of the Company’s directors andofficers.

                           4.7        Attorneys’Fees to Negotiate Agreement.  TheCompany shall pay, or reimburse Employee for, the reasonable attorneys’ feesand expenses incurred in connection with the Employee’s negotiation of thisAgreement within thirty (30) days after presentation of each invoice from theEmployee’s attorneys.

             5.          Confidentiality. The Employee recognizes and acknowledges that the ProprietaryInformation (as hereinafter defined) is a valuable, special and unique asset ofthe Company.  As a result, both duringthe Term and for a period of three (3) years thereafter, the Employee shallnot, without the prior written consent of the Company, for any reason eitherdirectly or indirectly divulge to any third-party or use for the Employee’s ownbenefit, or for any purpose other than the exclusive benefit of the Company,any confidential, proprietary, business and technical information or tradesecrets of the Company or of any subsidiary or affiliate of the Company (the"Proprietary Information") revealed, obtained or developed in thecourse of the Employee’s employment with the Company.  Proprietary Information shall include, but shall not be limitedto: the intangible personal property described in Section 6(b) hereof; anyinformation relating to methods of production, manufacture and research;hardware and software configurations, computer codes or instructions (includingsource and object code listings, program logic algorithms, subroutines, modulesor other subparts of computer programs and related documentation, includingprogram notation), computer inputs and outputs (regardless of the media onwhich stored or located) and computer processing systems, techniques, designs,architecture, and interfaces; the identities of, the Company's relationshipwith, the terms of contracts and agreements with, the needs and requirementsof, and the Company's course of dealing with, the Company's actual andprospective customers, contractors and suppliers; and any other materialsprepared by the Employee in the course of the Employee’s employment by theCompany, or prepared by any other employee or contractor of the Company for theCompany or its customers (including concepts, layouts, flow charts,specifications, know-how, user or service manuals, plans, sketches, blueprints,costs, business studies, business procedures, finances, marketing data,methods, plans, personnel information, customer and vendor credit informationand any other materials that have not been made available to the generalpublic).  Nothing contained herein shallrestrict the Employee's ability to make such disclosures during the course ofthe Employee’s employment as may be necessary or appropriate to the effectiveand efficient discharge of the duties required by or appropriate for thePosition or as such disclosures may be required by law.  Furthermore, nothing contained herein shallrestrict the Employee from divulging or using for the Employee’s own benefit orfor any other purpose any Proprietary Information that is readily available tothe general public so long as such information did not become available to thegeneral public as a direct or indirect result of the Employee's breach of thisSection 5.  Failure by the Companyto mark any of the Proprietary Information as confidential or proprietary shallnot affect its status as Proprietary Information under the terms of thisAgreement.

             6.          Property.

                           (a)         Allright, title and interest in and to Proprietary Information shall be and remainthe sole and exclusive property of the Company.  During the Term, the Employee shall not remove from the Company’soffices or premises any documents, records, notebooks, drawings, sketches,program listings, files, correspondence, reports, memoranda or similarmaterials of or containing Proprietary Information, or other materials orproperty of any kind belonging to the Company unless necessary or appropriatein accordance with the duties and responsibilities required by or appropriatefor the Position and, in the event that such materials or property are removed,all of the foregoing shall be returned to their proper files or places ofsafekeeping as promptly as possible after the removal shall serve its specificpurpose.  The Employee shall not make,retain, remove and/or distribute any copies of any of the foregoing for anyreason whatsoever, except as may be necessary in the discharge of the assignedduties, and shall not divulge to any third person the nature of and/or contentsof any of the foregoing or of any other oral or written information to whichthe Employee may have access or with which for any reason the Employee maybecome familiar, except as disclosure shall be necessary in the performance ofthe duties; and upon the earlier of (I) a request by the Company or (ii) thetermination of the Employee’s employment with the Company, the Employee shallreturn to the Company all originals and copies of the foregoing then in thepossession, whether prepared by the Employee or by others.

                           (b) (i) The Employee acknowledges that allright, title and interest in and to any and all writings, documents,inventions, improvements, discoveries, methods, developments, works ofauthorship, computer programs or instructions (whether in source code, objectcode, or any other form and whether patentable or not), algorithms, formulae,plans, memoranda, tests, research, designs, innovations, systems, analyses,specifications, models, data, diagrams, flow charts, and/or techniques (whetherreduced to written or electronic form or otherwise) that the Employee creates,makes, conceives, discovers, develops or reduces to practice, either solely orjointly with any other person, on behalf of the Company at any time during theTerm, whether during working hours or at the Company’s facility or at any othertime or location, and that relate to or are useful in any way in connectionwith the Business now or hereafter carried on by the Company (collectively,“Intellectual Work Product”) shall be the sole and exclusive property of theCompany.  The Employee shall promptlydisclose to the Company all Intellectual Work Product, and the Employee shallhave no claim for additional compensation for the Intellectual WorkProduct.  In addition the Employeehereby waives all claims to moral rights in any Intellectual Work Product.

                                (ii)  The Employee acknowledgesthat all the Intellectual Work Product that is copyrightable shall beconsidered a work made for hire under United States Copyright Law.  To the extent that any copyrightableIntellectual Work Product may not be considered a work made for hire under theapplicable provisions of the United States Copyright Law, or to the extentthat, notwithstanding the foregoing provisions, the Employee may retain aninterest in any Intellectual Work Product that is not copyrightable, theEmployee hereby irrevocably assigns and transfers to the Company any and allright, title, or interest that the Employee may have in the Intellectual WorkProduct under copyright, patent, trade secret, trademark and other intellectualproperty laws, in perpetuity or for the longest period otherwise permitted bylaw, without the necessity of further consideration.  The Company shall be entitled to obtain and hold in its own nameall copyrights, patents, trade secrets, and trademarks with respect thereto.

                                (iii)  The Employee shall revealpromptly all information relating to the Intellectual Work Product to anappropriate officer of the Company, cooperate with the Company and execute suchdocuments as may be necessary or appropriate (A) in the event that the Companydesires to seek copyright, patent, trademark or other analogous protectionthereafter relating to the Intellectual Work Product, and when such protectionis obtained, renew and restore the same, or (B) to defend any oppositionproceedings in respect of obtaining and maintaining such copyright, patent,trademark or other analogous protection.

                                (iv) In the event that the Company is unable after reasonable effort tosecure the Employee's signature on any of the documents referenced in Section7(b)(iii) hereof, whether because of the Employee's physical or mentalincapacity or for any other reason whatsoever, the Employee hereby irrevocablydesignates and appoints the Company and its duly authorized officers and agentsas the Employee's agent and attorney-in-fact, to act for and in the Employee’sbehalf and stead to execute and file any such documents and to do all otherlawfully permitted acts to further the prosecution and issuance of any suchcopyright, patent, trademark or other analogous protection with the same legalforce and effect as if executed by the Employee.

                                (v)  The Employee represents thatthe innovations, designs, systems, analyses, ideas for marketing programs, andall copyrights, patents, trademarks and trade names, or similar intangiblepersonal property identified on Schedule D hereof comprises all of theinnovations, designs, systems, analyses, ideas for marketing programs, and allcopyrights, patents, trademarks and trade names, or similar intangible personalproperty that the Employee has made or conceived of prior to the date hereof,and same are excluded from the operation of the other provisions of thisSection 6(b).

             7.          Covenantnot to Compete.

                           (a)         Inconsideration of the compensation, including but not limited to equityparticipation, and other covenants by the Company under this Agreement, theEmployee shall not, anywhere in the world, during the Term and for a period ofone (1) year thereafter (the "Restricted Period"), do any of thefollowing, either alone or in association with others, without the priorwritten consent of the Company in its sole discretion:

                                        (i)          engage or participate, directly or indirectly, in anybusiness whose primary or principal business derives thirty percent (30%) ormore of its gross revenues from providing software for warehouse management,supply chain execution and order fulfillment and related services forwarehouse, distribution and logistics facilities (a “Competitive Business”);

                                        (ii)         become interested (as owner, proprietor, promoter,stockholder, lender, partner, co-venturer, director, officer, employee, agent,consultant or otherwise) in any person, firm, corporation, association or otherentity (A) that is listed in Schedule A, or (B) is otherwise engaged in anyCompetitive Business, or become interested in (as owner, stockholder, lender,partner, co-venturer, director, officer, employee, agent, consultant orotherwise) any portion of the business of any person, firm, corporation,association or other entity where such portion of such business is considered aCompetitive Business (notwithstanding the foregoing, the Employee may hold notmore than one percent (1%) of the outstanding securities of any class of anypublicly-traded securities of a company that is engaged in activities referencedin Section 7(a)(i) hereof);

                                        (iii)        solicit or call on for a purpose competitive with theBusiness, either directly or indirectly, any (A) customer with whom the Companyshall have dealt at any time during the one (1) year period immediately precedingthe termination of the Employee's employment hereunder, or (B) supplier ordistributor with whom the Company shall have dealt at any time during the one(1) year period immediately preceding the termination of the Employee'semployment hereunder;

                                        (iv)       influence or attempt to influence anysupplier, distributor, customer or potential customer of the Company toterminate or modify any written or oral agreement or course of dealing with theCompany; or

                                        (v)        influence or attempt to influence any person either (A) toterminate or modify the employment, consulting, agency, distributorship orother arrangement with the Company, or (B) to employ or retain, or arrange tohave any other person or entity employ or retain, any person who has beenemployed or retained by the Company as an employee, consultant, agent ordistributor of the Company at any time during the one (1) year periodimmediately preceding the termination of the Employee's employment hereunder.

                           (b)        TheEmployee hereby acknowledges that the limitations as to time, character ornature and geographic scope placed on the Employee’s subsequent employment bythis Section 7 are reasonable and fair and will not prevent or materiallyimpair the Employee’s ability to earn a livelihood.

             8.          EarlyTermination.  The Employee'semployment hereunder may be terminated during the Term upon the occurrence ofany one of the events described in this Section 8.  Upon termination, the Employee shall be entitled only to suchcompensation and benefits as described in this Section 8.

                           8.1        Terminationfor Disability.

                                        (a)         In the event of the disability of the Employee such that theEmployee is unable to perform the duties and responsibilities hereunder to thefull extent required by this Agreement by reasons of illness, injury orincapacity for a period of more than sixty (60) consecutive days or more thanforty-five (45) days, in the aggregate, during any ninety (90) day period("Disability"), the Employee's employment hereunder may be terminatedby the Company.

                                        (b)        In the event of a termination of the Employee’s employmenthereunder pursuant to Section 8.1(a), and provided that the Employee hascomplied with all of his obligations under this Agreement and continues tocomply with all of the surviving obligations listed in Section 10, the Employeeshall be entitled to receive:  (i)continuation of the Base Salary in effect as of the date of such terminationfor a period of twelve (12) months following the date of termination, payableon the Company’s standard payroll cycle; (ii) the Employee’s annual bonusprorated to the date of termination which shall be paid in a lump-sum thirty(30) days following the date of termination; (iii) the right to exercise anystock option held by Employee for the reminder of its term, whether or notexercisable by Employee as of the date of termination; (iv) any amounts payablepursuant to any plans or policies of the Company; and (v) any other amounts duebut not yet paid from the Company to Employee.

                           8.2        Terminationby Death.  In the event that theEmployee dies during the Term, the Employee's employment hereunder shall beterminated thereby and the Employee's executors, legal representatives oradministrators shall be entitled to receive from the Company:  (i) the Employee’s Base Salary in effect asof the date of death for a period of twelve (12) months following the date ofdeath, which shall be paid in a lump-sum thirty (30) days following the date ofdeath; (ii) the Employee’s bonus for the twelve (12) month period specified in8.2(i) above, in an amount equal to (A) the percentage of annualized targetbonus actually received in the aggregate by the Employee for the final fullyserved four (4) calendar quarters, multiplied by (B) the Employee’s currentannualized target bonus on the date of termination, which bonus shall be paidin a lump-sum thirty (30) days following the date of Employee’s death; (iii)the right to exercise any stock option held by Employee on the date of deathfor the remainder of its term, whether or not exercisable by Employee on thedate of death; (iv) any amounts payable on death pursuant to any plans orpolicies of the Company; and (v) any other amounts due but not yet paid fromthe Company to Employee.

                           8.3        Terminationfor Cause.

                                        (a)         The Company may terminate the Employee's employmenthereunder at any time for "Cause" upon written notice to theEmployee.  For purposes of thisAgreement, "Cause" shall only mean:

                                                     (i)          material breach by the Employee of theEmployee’s obligations under this Agreement and the Employee’s failure to curesuch breach within thirty (30) days following written notice to cure suchbreach by the Company;

                                                     (ii)         willful failure or repeated inabilityby the Employee to perform satisfactorily the duties required by or appropriatefor the Position, as determined by the Chief Executive Officer of the Companyor the Board of Directors of the Company in his or its sole reasonablediscretion and the Employee’s failure to cure such conduct within thirty (30)days following written notice by the Company;

                                                     (iii)        conduct of the Employee involving anytype of disloyalty to the Company or willful misconduct with respect to theCompany, including without limitation fraud, embezzlement, theft or provendishonesty in the course of the employment, or any attempt by the Employee tosecure any personal profit related to the Business and the businessopportunities of the Company without the informed approval of the Board ofDirectors;

                                                     (iv)       a final and non-appealable conviction ofa felony related to the Company or its Business; or

                                                     (v)        habitual alcohol or substance abuse oraddiction.

                                        (b)        In the event of a termination of theEmployee's employment hereunder pursuant to Section 8.3(a), the Employee shallbe entitled to receive all accrued but unpaid (as of the effective date of suchtermination)  Base Salary, benefits andbonuses.  All Base Salary, benefits andbonuses shall cease at the time of such termination, subject to the terms ofany benefit or compensation plan then in force and applicable to theEmployee.  The unvested portion, if any,of the Option shall be canceled at the time of such termination, and theEmployee shall not be entitled to exercise any such unvested options. Except asspecifically set forth in this Section 8.3, the Company shall have no liabilityor obligation hereunder by reason of such termination.

                           8.4        TerminationWithout Cause.

                                        (a)         The Company may terminate the Employee's employmenthereunder at any time, for any reason, without Cause, effective upon the datedesignated by the Company upon thirty (30) days written notice to the Employee.

                                        (b)        In the event of a termination of the Employee's employmenthereunder pursuant to Section 8.4(a), the Employee shall be entitled to receive(i) all unpaid Base Salary through the remainder of the Term and all accrued,but unpaid (at the date of termination) benefits and bonuses; (ii) severanceequal to one (1) year’s Base Salary (at the date of termination), payable intwelve (12) equal monthly installments in accordance with the Company’s payrollpractices; (iii) the immediate vesting of the unvested portion of the Optionthat would have vested if the Employee had continued to be employed by theCompany for a period of twelve (12) months following his actual terminationdate; (iv) the right to exercise any stock option which is exercisable byEmployee on the date of the termination of his employment; and (v) any otheramounts due but not yet paid from the Company to Employee.  Except as set forth above, all Base Salary,benefits and bonuses shall cease at the time of such termination, subject tothe terms of any benefit or compensation plan then in force and applicable tothe Employee.  Except as specificallyset forth in this Section 8.4, the Company shall have no liability orobligation hereunder by reason of such termination.

                           8.5.       Terminationby the Employee for Good Reason.

                                        (a)         The Employee may terminate the Employee’s employmenthereunder at any time for “Good Reason” following a written notice of thetermination of employment hereunder pursuant to this Section 8.5(a), as morefully described below.

                                        (b)        For purposes of this Agreement, “Good Reason” shall mean:

                                                     (i)          (1) any reduction by the Company inthe Base Salary as in effect on the date hereof or as the same may be increasedfrom time to time; (2) any reduction in bonus compensation opportunities (whichreduction may also occur pursuant to any assignment of performance goals andcorresponding awards which are inconsistent with prior performance goals orawards); (3) the failure by the Company to continue in effect any benefit orcompensation plan, life insurance plan, health and accident plan or disabilityplan in which the Employee was participating, which would adversely affect theEmployee’s participation in or materially reduce the Employee’s benefits underany of such plans, (unless such reduction is pursuant to the general change inbenefits applicable to all similarly situated employees of the Company); (4)taking of any action by the Company that would adversely affect the Employee’sparticipation in or materially reduce the Employee’s benefits under any of suchplans (unless such reduction is pursuant to the general change in benefitsapplicable to all similarly situated employees of the Company); (5) deprive theEmployee of any material fringe benefit enjoyed by the Employee;  (6) the failure by the Company to providethe Employee with the number of paid vacation days to which the Employee isentitled; or (7) the transfer of Employee’s principal place of employment to alocation more than 25 miles away from the Company’s current headquarters;

                                                     (ii)         (1) assignment to Employee of anyduties and responsibilities inconsistent with his status as President and ChiefOperating Officer of the Company; (2) a change in Reporting Managers such thatthe Employee no longer directly reports to the Chief Executive Officer of theCompany; or (3) the assignment of duties and responsibilities which are notcustomary for a person serving as President and Chief Operating Officer of anenterprise comparable to the Company;

                                                     (iii)        any material and willful breach of theCompany of any provision of this Agreement or any written employment agreementwith Employee; or

                                                     (iv)       a Change in Control as defined in Section8.7 below.

                                        (c)         A Termination for Good Reason, except pursuant to a Changeof Control, shall not take effect until the following has occurred:

                                                     (i)          the Employee has given the Board ofDirectors written notice of his intention to terminate his employment for GoodReason, specifying with particularity the grounds on which the proposed GoodReason Termination is contemplated;

                                                     (ii)         the Board of Directors shall havethirty (30) days after such written notice to cure such grounds; and

                                                     (iii)        if the Board of Directors fails to curesuch grounds, then the Employee may terminate his employment by giving writtennotice to the Board of Directors confirming that the grounds has not beencured, whereupon the Employee’s employment shall terminate.

                                        (d)        In the event of a termination of the Employee’s employmenthereunder pursuant to Section 8.5(a) hereof, the Employee shall be entitled toreceive the same consideration set forth in Section 8.4(b) hereof.

                           8.6        Options;Repurchase of Shares.

                                        Except as otherwise permittedherein, upon the termination of the Employee’s employment pursuant to thisSection 8 for any reason, all further vesting on all stock options and/orrestricted stock in the Company held by the Employee shall immediately cease asof such date and thereafter any vested stock options shall be exercisable andany restricted stock or other equity securities held by the Employee shall besubject to repurchase by the Company in accordance with their respective termsand the terms of any related agreements between the Company and the Employee.

                           8.7        Changeof Control.

                                        (a)         Notwithstanding anything to the contrary and in addition toany other rights contained in this Agreement, fifty percent (50%) of theEmployee’s then remaining unvested options shall automatically become vestedimmediately prior to the occurrence of a Change in Control of the Company.  Thereafter, the remaining unvested balanceof each accelerated option shall vest in equal monthly installments over thebalance of the original 4-year vesting period. Thus, by way of illustration, if a Change of Control occurred 18 monthsafter the date of grant, then (i) 31.25% of the options would accelerate uponthe Change of Control because 37.50% was already vested; and (ii) the remainingunvested portion of 31.25% would vest 1.04% per month over the remaining 30months of the original vesting period.

                                        (b)        Notwithstanding anything to the contrary and in addition toany other rights contained in this Agreement, if the Employee’s employment isterminated by the Company without Cause or by the Employee for Good Reasonwithin twelve (12) months following a Change of Control, then , in addition tothe consideration set forth in Section 8.4(b) hereof, all of the Employee’sthen remaining unvested options shall automatically become vested immediately.

                                        (c)         For the purposes of this Agreement, a “Change of Control”shall mean:  (i) the sale, transfer,assignment or other disposition (including by merger or consolidation) bystockholders of the Company, in one transaction or a series of relatedtransactions, of a majority of the voting power represented by the thenoutstanding capital stock of the Company to one or more stockholders or otherthird parties, other than any such sales, transfers, assignments or otherdispositions by such stockholders to their respective heirs or affiliates suchthat the then existing shareholders of the Company do not own more than fiftypercent (50%) of the outstanding equity; or (ii) a sale, transfer, assignmentor other disposition (including by merger or consolidation), of all of theoutstanding stock of the Company, or of all or substantially all of the assetsof the Company or a liquidation or dissolution of the Company.

                           8.8        NoMitigation or Offset

                                        The Employee shall not beobligated to seek or secure new employment or to become self-employed aftertermination of his employment with the Company, but shall be obligated toreport promptly to the Company any actual employment obtained during the periodfor which Employee benefits continue. There shall be no offset against any amounts due to Employee under thisAgreement on account of any remuneration or benefits attributable to anysubsequent employment (including, without limitation, any self-employment) thatEmployee may obtain.

             9.          Representations,Warranties and Covenants of the Employee.

                           (a)         TheEmployee represents and warrants to the Company that:

                                        (i)          There are no restrictions, agreements or understandingswhatsoever to which the Employee is a party which would prevent or makeunlawful the Employee's execution of this Agreement or the Employee'semployment hereunder, or which is or would be inconsistent or in conflict withthis Agreement or the Employee's employment hereunder, or would prevent, limitor impair in any way the performance by the Employee of the obligationshereunder; and

                                        (ii)         The Employee has disclosed to the Company all restraints,confidentiality commitments or other employment restrictions that the Employeehas with any other employer, person or entity.

                           (b)        Uponand after the Employee’s termination or cessation of employment with theCompany and until such time as no obligations of the Employee to the Companyhereunder exist, the Employee (i) shall provide a complete copy of thisAgreement to any prospective employer or other person, entity or association inthe Business, with whom or which the Employee proposes to be employed,affiliated, engaged, associated or to establish any business or remunerativerelationship prior to the commencement thereof and (ii) shall notify theCompany of the name and address of any such person, entity or association priorto the Employee’s employment, affiliation, engagement, association or theestablishment of any business or remunerative relationship.

             10.        Survivalof Provisions.  The provisions ofthis Agreement set forth in Sections 5 through 22 hereof shall survive thetermination of the Employee's employment hereunder.

             11.        Successorsand Assigns.  This Agreement shallinure to the benefit of and be binding upon the Company and the Employee andtheir respective successors, executors, administrators, heirs and/or permittedassigns; provided that neither the Employee nor the Company may make anyassignments of this Agreement or any interest herein, by operation of law orotherwise, without the prior written consent of the other parties hereto,except that, without such consent, the Company may assign this Agreement to anysuccessor to all or substantially all of its assets and business by means ofliquidation, dissolution, merger, consolidation, transfer of assets, orotherwise, provided that such successor assumes in writing all of theobligations of the Company under this Agreement.

             12.        Notice.  Any notice hereunder by either party shallbe given by personal delivery or by sending such notice by certified mail,return-receipt requested, or by overnight delivery with a reputable courierservice, or telecopied, addressed or telecopied, as the case may be, to theother party at its address set forth below or at such other address designatedby notice in the manner provided in this section.  Such notice shall be deemed to have been received upon the dateof actual delivery if personally delivered or, in the case of mailing, two (2)days after deposit with the U.S. mail, or if by overnight delivery, the date ofdelivery or, in the case of facsimile transmission, when confirmed by thefacsimile machine report.

             If to the Employee:

             Ken Powell             

             with a copy to:

             Stuart E. Blaugrund, Esquire             Gardere Wynne Sewell LLP             1601 Elm Street, Suite 3000             Dallas, Texas  75201-4761             Fax:  214-999-4667

             If to the Company:

             EXE Technologies, Inc.             8787 Stemmons Freeway             Dallas, TX  75247             Attention:  CFO             Fax:  214-775-0912

             with a copy to:

             EXE Technologies, Inc.             300 Baldwin Tower Boulevard             Eddystone, PA 19022             Attention:  General Counsel             Fax:  610-447-1824

             13.        EntireAgreement; Amendments.  ThisAgreement contains the entire agreement and understanding of the parties heretorelating to the subject matter hereof, and merges and supersedes all prior andcontemporaneous discussions, agreements and understandings of every naturebetween the parties hereto relating to the employment of the Employee with theCompany, including but not limited to, the Term Sheet and the Employment Agreement.  This Agreement may not be changed ormodified, except by an agreement in writing signed by each of the partieshereto.

             14.        Waiver.  The waiver of the breach of any term orprovision of this Agreement shall not operate as or be construed to be a waiverof any other or subsequent breach of this Agreement.

             15.        GoverningLaw.  This Agreement shall beconstrued and enforced in accordance with the laws of the State of Texas,without regard to the principles of conflicts of laws of any jurisdiction.

             16.        Invalidity.  If any provision of this Agreement shall bedetermined to be void, invalid, unenforceable or illegal for any reason, thenthe validity and enforceability of all of the remaining provisions hereof shallnot be affected thereby.  If any particularprovision of this Agreement shall be adjudicated to be invalid orunenforceable, then such provision shall be deemed amended to delete therefromthe portion thus adjudicated to be invalid or unenforceable, such amendment toapply only to the operation of such provision in the particular jurisdiction inwhich such adjudication is made; provided that if any provision contained inthis Agreement shall be adjudicated to be invalid or unenforceable because suchprovision is held to be excessively broad as to duration, geographic scope,activity or subject, then such provision shall be deemed amended by limitingand reducing it so as to be valid and enforceable to the maximum extentcompatible with the applicable laws of such jurisdiction, such amendment onlyto apply with respect to the operation of such provision in the applicablejurisdiction in which the adjudication is made.

             17.        SectionHeadings.  The section headings inthis Agreement are for convenience only; they form no part of this Agreement andshall not affect its interpretation.

             18.        Numberof Days.  In computing the number ofdays for purposes of this Agreement, all days shall be counted, includingSaturdays, Sundays and legal holidays; provided that if the final day of anytime period falls on a Saturday, Sunday or day which is a legal holiday inTexas, then such final day shall be deemed to be the next day which is not aSaturday, Sunday or legal holiday.

             19.        SpecificEnforcement; Extension of Period.

                           (a)         TheEmployee acknowledges that the restrictions contained in Sections 5, 6, and 7hereof are reasonable and necessary to protect the legitimate interests of theCompany and its affiliates and that the Company would not have entered intothis Agreement in the absence of such restrictions.  The Employee also acknowledges that any breach by the Employee ofSections 5, 6, or 7 hereof will cause continuing and irreparable injury to theCompany for which monetary damages would not be an adequate remedy.   The Employee shall not, in any action orproceeding to enforce any of the provisions of this Agreement, assert the claimor defense that an adequate remedy at law exists.  In the event of such breach by the Employee, the Company shallhave the right to enforce the provisions of Sections 5, 6, and 7 of thisAgreement by seeking injunctive or other relief in any court, and thisAgreement shall not in any way limit remedies of law or in equity otherwiseavailable to the Company.

                           (b)        Theperiods of time set forth in Sections 5, 6 and 7 hereof shall not include, andshall be deemed extended by, any time required for litigation to enforce therelevant covenant periods, provided that the Company is successful on themerits in any such litigation.  The"time required for litigation" is herein defined to mean the periodof time commencing on the earlier of the Employee's first breach of suchcovenants or the service of process upon the Employee ending on the expirationof all appeals related to such litigation.

             20.        Arbitration.  Except for claims or disputes related to therights and obligations of the parties set forth in Sections 5,6 and 7 hereof,the parties hereto agree that any controversy or claims arising out of orrelating to this Agreement shall be settled exclusively by arbitration inaccordance with the National Rules for the Resolution of Employment Disputes ofthe American Arbitration Association (“AAA”) asthen in effect.  The parties heretofurther agree that any arbitration proceeding commenced in connection with thisAgreement shall take place in Dallas, Texas under the auspices of the AAA andjudgment upon the award rendered by the Arbitrator(s) may be entered in anycourt having jurisdiction thereof.  Theprevailing party shall be entitled to recover, in addition to any other relief,reasonable attorneys’ fees, costs and disbursements.

             21.        Consentto Suit.  Any dispute relating tothe rights and obligations of the parties set forth in Section 5, 6 and 7hereof may only be brought in the Courts of the State of Texas in and for theCounty of Dallas or in the United States District Court for the NorthernDistrict of Texas, Dallas Division.  TheEmployee hereby consents to the jurisdiction and venue of the courts of theState of Texas in and for the County of Dallas or the United States DistrictCourt for the Northern District of Texas, Dallas Division provided that suchFederal Court has subject matter jurisdiction over such dispute, and theEmployee hereby waives any claim he may have at any time as to forumnonconveniens with respect to such venue. Any judgment entered against either of the parties in any proceedinghereunder may be entered and enforced by any court of competentjurisdiction.  The prevailing partyshall be entitled to recover, in addition to any other relief, reasonable attorneys'fees, costs and disbursements.

             22.        Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original, and all of whichtogether shall be deemed to be one and the same instrument.

             IN WITNESS WHEREOF, the parties have caused thisAgreement to be executed on the day and year first written above.

| EXE TECHNOLOGIES, INC         |
|-------------------------------|
|                          |
|                          |
| By:  /s/ Raymond R. Hood |
|                          |  |
| Title:  CEO              |
|                          |  |
| /s/ Ken Powell                |
|                               |
| EMPLOYEE                      |

**SCHEDULE A**

**EMPLOYMENT and COMPENSATION**

| **Position:**             | President & Chief  Operating Officer                                                                                       |
|---------------------------|--------------------------------------------------------------------------------------------------------------------------------|
| **Reporting Manager:**    | Ray Hood - CEO                                                                                                                 |
| **Start Date:**           | March 29, 2001                                                                                                                 |
| **Base Salary:**          | $275,000                                                                                                                       |
| **Bonus:**                | $225,000 target, based  upon written criteria to be developed by the Reporting Manager and the  Employee                       |
| **Responsibilities:**     | Job Description  attached as Schedule B                                                                                        |
| **Prohibited Companies**: | Manhattan Associates,  Optum, TRW/Marc, OMI, HK Systems, McHugh Software, SAP supply chain unit and  Oracle supply chain unit. |

 

**Initial Stock Option Grant****:**

A stock option topurchase 1,000,000 shares of Common Stock of the Company will be granted to theEmployee on or about the Start Date. The Option grant shall be an incentive stock option to the maximumextent permitted by law. The exercise price will be determined by the StockOption Committee of the Company.  Thevesting will be as follows:

(a) 250,000 shares onthe first anniversary of the Start Date; and

(b) the remaining750,000 shares at a rate of 2.0833% per month on the last day of each monthfollowing the first anniversary of the Start Date.

**SCHEDULE B**

**RESPONSIBILITIES**

**JOB DESCRIPTION**

**[TO BE ADDED]**

 

**SCHEDULE C**

**EXE TECHNOLOGIES, INC.**

1997 INCENTIVE ANDNON-QUALIFIED STOCK OPTION PLAN

**[PREVIOUSLY PROVIDED]**

**SCHEDULE D**

PRIOR INVENTIONS

1.          None.

**SCHEDULE E**

**NON SALARY CONSIDERATION**

 

| 1.  | Holidays  - 10 paid.                                                                                                                                                                                     |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  | Vacation  - 4 weeks.                                                                                                                                                                                     |
| 3.  | Medical  Plan – Employer/Employee paid.                                                                                                                                                             |
| 4.  | Dental  Plan – Employer/Employee paid.                                                                                                                                                              |
| 5.  | Life  Insurance/AD&D - equal to $50,000 – Employer paid.                                                                                                                                        |
| 6.  | Vision  plan – Employer paid – provides 20% to 60% discount on all vision services.                                                                                                            |
| 7.  | Flexible  Benefit Plan - enables employees to set aside pre-tax dollars for the  reimbursement of certain qualified expenses.                                                                            |
| 8.  | Short-term  Disability – Employer paid - provides potential salary continuation to  regular, full-time employees who are unavoidably absent from work due to  personal illness injury or pregnancy. |
| 9.  | Long-term  Disability – Employer paid - provides income protection in the event of a  long-term disability, equal to 60% of basic monthly earnings.                                                 |
| 10. | 401(k)  Plan - permits deferral of pre-tax dollars up to 15% of salary.  Company matches 100% of first 5%  contribution.                                                                            |
| 11. | Tuition  Assistance – provides educational reimbursement benefits to eligible  employees.                                                                                                           |