**PROMISSORY NOTE**

US$200,000                                                                                                                                            June25, 2001

 

             FORVALUE RECEIVED, Mark R. Weaser, a resident of Singapore (“Maker”), promises topay to the order of EXE Technologies, Inc., a Delaware corporation (“EXE”), theprincipal sum of Two Hundred Thousand Dollars (US$200,000.00) (the “PrincipalAmount” as may be adjusted from time to time in accordance with the termshereof), which shall be due and payable as set forth below:

             1.          The Principal Amount shall bearinterest at a rate of eight and one-half percent (8.5%) per annum.  Interest shall be payable annually on eachanniversary of this Promissory Note. Interest on the outstanding Principal Amount shall be calculated andapplied on the basis of a three hundred sixty-five (365) day year and theactual number of days elapsed during the period commencing on the date hereofthrough and including June 25, 2005 (the “Maturity Date”).  All payments, including the PrincipalAmount, accrued interest thereon and all other sums due hereunder, shall be dueand payable in full upon the earlier of: (a) an Event of Default (ashereinafter defined); (b) the Maturity Date; or (c) the Maker’s termination ofemployment with EXE.  Each payment madeshall be applied: first, to any costs and charges incurred hereunder; second, toaccrued and unpaid interest; and third, to reduce the Principal Amount.

             2.          The Principal Amount may be prepaid infull or in part at any time without premium or penalty.

             3.          All payments, including the PrincipalAmount, interest thereon and all other sums due hereunder shall be payable, incash or by check, without setoff or deductions, in lawful money of the UnitedStates of America at the following address: EXE Technologies, Inc., 8787 Stemmons Freeway, Dallas, Texas 75247,attention: CFO, or at such other place as the holder hereof, from time to time,may designate in writing to Maker.

             4.          The happening of any of the followingshall constitute an “Event of Default” hereunder, the occurrence of whichconstitutes a demand for payment by EXE to Maker without any further actionwhatsoever:

                           a.          The failure of Maker to pay when dueany payment of the Principal Amount, accrued interest thereon or any otherpayment due under the terms of this Promissory Note; or

                           b.          The commencement of an involuntarycase or the filing of a petition against Maker seeking reorganization,arrangement, adjustment or composition of or in respect of Maker under theFederal bankruptcy laws, as now or hereafter constituted, or under any otherapplicable Federal or State bankruptcy, insolvency, reorganization or othersimilar law, or seeking the appointment of a receiver, liquidator, custodian,trustee (or similar official) of Maker for any substantial part of hisproperties, or seeking the winding-up or liquidation of his affairs (and suchinvoluntary case or petition is not dismissed within sixty (60) days after thefiling thereof), or the commencement by Maker of a voluntary case or theinstitution by Maker of proceedings to be adjudicated a bankrupt or insolvent,or the consent by him to the institution of bankruptcy or insolvencyproceedings against him, under the Federal bankruptcy laws as now or hereafterconstituted, or any other applicable Federal or State bankruptcy or insolvencyor other similar law, or the consent by Maker to the appointment of or takingpossession by a receiver, liquidator, trustee, custodian (or other similarofficial) for any substantial part of Maker’s property, or the making by him ofany assignment for the benefit of creditors or the admission by him in writingof his inability to pay his debts generally as such debts become due

             5.          In the event that there shall occur anEvent of Default or Maker fails to fully and timely perform any of hisobligations under this Promissory Note, payment of the Principal Amount and anyaccrued interest thereon may be enforced and recovered, in whole or in part, atany time by one or more of the remedies provided to EXE in this PromissoryNote, that certain Pledge Agreement between Maker and EXE dated the datehereof, or under applicable law.  Insuch case, EXE may set off against any amounts owed to Maker, including wages,bonuses, expense reimbursements or other payments due Maker from EXE, thePrincipal Amount, any accrued interest and any other amounts due EXE from Makerunder this Promissory Note.  Also, insuch case EXE shall also recover all costs of suit and other expenses inconnection therewith, together with the reasonable attorneys’ fees forcollection and interest on any judgment obtained by EXE from and after the dateof any execution, judicial or foreclosure sale until actual payment is made toEXE of the full amount due EXE.

 

             6.          Maker hereby waives presentment forpayment, demand, notice of demand, notice of nonpayment or dishonor, protestand notice of protest of this Promissory Note, and all other notices inconnection with the delivery, acceptance, performance, default, or enforcementof the payment of this Promissory Note. Maker agrees that Maker’s liability shall be unconditional, withoutregard to the liability of any other party, and shall not be affected in anymanner by any indulgence, extension of time, renewal, waiver or modificationgranted or consented to by EXE.  Makeragrees that additional guarantors or sureties may become parties hereto withoutnotice to Maker or affecting its liability hereunder.  Maker hereby waives and releases all errors, defects andimperfections in any proceeding instituted by EXE under the terms of thisPromissory Note.

             7.          If Maker is required by the governmentor taxing authority of the United States to deduct or withhold any taxes orduties from the monies payable to EXE by Maker under this Agreement, then Makershall pay to EXE the gross amount of such monies, so that the net amountreceived by EXE (after withholding or deducting the required amount) is equalto the amount originally owed.

             8.          Except as otherwise expressly providedin this Agreement, Maker shall pay directly, and indemnify EXE against andrepay EXE on demand for, any and all income, franchise, sales, use, personalproperty, or other taxes, levies, customs, duties or other imposts or fees,together with any loss, liability, claim, costs or expenses, interest andpenalties incurred by EXE as a result of Maker’s failure to pay any such taxeswhen due.

             9.          If any provision of this PromissoryNote is held to be invalid or unenforceable by a court of competentjurisdiction, then the other provisions of this Promissory Note shall remain infull force and effect and shall be liberally construed in favor of EXE in orderto effect the provisions of this Promissory Note.

             10.        All rights and remedies of EXE underthis Promissory Note and any applicable law are separate and cumulative, andthe exercise of one shall not limit or prejudice the exercise of any other suchrights or remedies. The enumeration in this Promissory Note of any waivers orconsents by Maker shall not be deemed exclusive of any additional waivers orconsents by Maker which may be deemed to exist in law or equity.  No delay or omission by EXE in exercisingany right or remedy shall operate as a waiver thereof.  No waiver of any rights and remedieshereunder, and no modification or amendment of this Promissory Note, shall bedeemed made by EXE unless in writing and duly signed by an officer of EXE.  Any such written waiver shall apply only tothe particular instance specified therein and shall not impair the furtherexercise of such right or remedy or of any other right or remedy of EXE, and nosingle or partial exercise of any right or remedy under this Promissory Noteshall preclude any other or further exercise thereof or any other right orremedy.

             11.        Maker will reimburse EXE, upon demand,for all costs and expenses incurred in connection with the collection and/orenforcement of this Promissory Note or with respect to any litigation orcontroversy arising from this Promissory Note (including, without limitation,attorneys’ fees) whether or not suit is actually instituted.

             12.        Maker hereby irrevocably submits to thepersonal and exclusive jurisdiction of the state courts of the State of Texasin and for the County of Dallas or the United States District Court for theNorthern District of Texas over any suit, action or proceeding arising out ofor relating to this Promissory Note. Maker hereby irrevocably waives, to the fullest extent permitted byapplicable law, any objection which Maker may now have or hereafter have to thelaying of the venue of any such suits, action or proceeding brought in suchcourts and any claim that any such suit, action or proceeding brought in suchcourts has been brought in an inconvenient forum.  Maker agrees that, to the fullest extent permitted by applicablelaw, a final judgment in any such suit, action, or proceeding brought in suchcourts shall be conclusive and binding upon Maker, and may be enforced in anycourts in the jurisdiction of which Maker is or may be subject by a suit uponsuch judgment.

 

             13.        Maker agrees that this Promissory Noteshall be governed by and construed according to the laws of the State of Texas,U.S.A. without regard to the principles of conflicts of laws of anyjurisdiction.

             14.        This Promissory Note shall be bindingupon the heirs, executors and administrators of Maker and shall inure to thebenefit of EXE and its successors and assigns.

             15.        This Promissory Note represents a fullrecourse obligation of Maker.

             16.        The parties further acknowledge thatobligations of Maker to EXE are subject to certain terms regarding forgivenessof indebtedness set forth in that certain First Amendment dated June 25, 2001to the Amended and Restated Employment Agreement dated as of October 18, 2000.

             IN WITNESS WHEREOF, theundersigned, intending to be legally bound hereby, signs and seals thisPromissory Note, on the date first above written.

 

|   | /s/   Mark Weaser |
|--------|------------------------|
|   | Mark R. Weaser         |
|   | Address:               |