<PAGE>

                                8,000,000 Shares

                             EXE TECHNOLOGIES, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT

                                                                  August 3, 2000

DONALDSON, LUFKIN & JENRETTE
      SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
DLJDIRECT Inc.

As representatives of the several Underwriters named in Schedule I
hereto

      c/o Donaldson, Lufkin & Jenrette
      Securities Corporation
      277 Park Avenue
      New York, New York 10172

Dear Sirs:

           EXE Technologies, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell 8,000,000 shares of its Common Stock, par value $.01
per share (the "FIRM SHARES"), to the several underwriters named in Schedule I
hereto (the "UNDERWRITERS"). The Company also proposes to issue and sell to the
several Underwriters not more than an additional 1,200,000 shares of its Common
Stock, par value $.01 per share (the "ADDITIONAL SHARES"), if requested by the
Underwriters as provided in Section 2 hereof. The Firm Shares and the Additional
Shares are hereinafter referred to collectively as the "SHARES." The shares of
common stock of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the "COMMON STOCK."

<PAGE>


           SECTION 1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has
prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "ACT"), a registration statement on Form S-1, including a
prospectus, relating to the Shares. The registration statement, as amended at
the time it became effective, including the information (if any) deemed to be
part of the registration statement at the time of effectiveness pursuant to Rule
430A under the Act, is hereinafter referred to as the "REGISTRATION STATEMENT;"
and the prospectus in the form first used to confirm sales of Shares is
hereinafter referred to as the "PROSPECTUS." If the Company has filed or is
required pursuant to the terms hereof to file a registration statement pursuant
to Rule 462(b) under the Act registering additional shares of Common Stock (a
"RULE 462(b) REGISTRATION STATEMENT"), then, unless otherwise specified, any
reference herein to the term "Registration Statement" shall be deemed to include
such Rule 462(b) Registration Statement.

           SECTION 2. AGREEMENTS TO SELL AND PURCHASE AND LOCK-UP AGREEMENTS. On
the basis of the representations and warranties contained in this Agreement, and
subject to its terms and conditions, the Company agrees to issue and sell, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
at a price per Share of $7.44 (the "PURCHASE PRICE") the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I hereto.

           On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares and the Underwriters shall have the right to
purchase, severally and not jointly, up to 1,200,000 Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for the
purpose of covering over-allotments made in connection with the offering of the
Firm Shares. The Underwriters may exercise their right to purchase Additional
Shares in whole or in part from time to time by giving written notice thereof to
the Company within 30 days after the date of this Agreement. You shall give any
such notice on behalf of the Underwriters and such notice shall specify the
aggregate number of Additional Shares to be purchased pursuant to such exercise
and the date for payment and delivery thereof, which date shall be a business
day (i) no earlier than two business days after such notice has been given (and,
in any event, no earlier than the Closing Date (as hereinafter defined)) and
(ii) no later than ten business days after such notice has been given. If any
Additional Shares are to be purchased, each Underwriter, severally and not
jointly, agrees to purchase from the Company the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares to be

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purchased from the Company as the number of Firm Shares set forth opposite
the name of such Underwriter in Schedule I bears to the total number of Firm
Shares.

           The Company hereby agrees not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of
the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), except to the Underwriters pursuant to this Agreement, for a
period of 180 days after the date of the Prospectus without the prior written
consent of each of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ")
and Salomon Smith Barney, Inc. ("SALOMON"). Notwithstanding the foregoing,
during such period (i) the Company may grant stock options pursuant to the
Company's existing stock option plan and (ii) the Company may issue shares of
Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof. The Company also agrees not to file any
registration statement with respect to any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock for
a period of 180 days after the date of the Prospectus without the prior written
consent of each of DLJ and Salomon. The Company shall, prior to or concurrently
with the execution of this Agreement, deliver lock-up agreements (each, a
"LOCK-UP AGREEMENT") executed by (i) each of the directors and executive
officers of the Company and (ii) each stockholder listed on Annex I hereto and
in substantially the form attached as Schedule II or Schedule III hereto, as the
case may be, and with such additional modification to which the underwriters in
their sole discretion agree.

           The Company hereby confirms its engagement of DLJ as, and DLJ hereby
confirms its agreement with the Company to render services as, a "qualified
independent underwriter," within the meaning of Section (b)(15) of Rule 2720 of
the National Association of Securities Dealers, Inc. with respect to the
offering and sale of the Shares. DLJ, solely in its capacity as the qualified
independent underwriter and not otherwise, is referred to herein as the "QIU."
As compensation for the services of the QIU hereunder, the Company agrees to pay
the QIU $5,000 on the Closing Date. The price at which the Shares will be sold
to the public shall not be higher than the maximum price recommended by the QIU.

           As part of the offering contemplated by this Agreement, DLJ has
agreed to reserve, of the Shares set forth opposite its name on Schedule I to
this Agreement, up to 400,000 shares, for sale to the Company's employees,
officers and directors and other parties associated with the Company
(collectively, "PARTICIPANTS"), as set forth in the Prospectus under the heading
"Underwriting" (the "DIRECTED

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SHARE PROGRAM"). The Shares to be sold by DLJ pursuant to the Directed Share
Program (the "DIRECTED SHARES") will be sold by DLJ pursuant to this
Agreement at the public offering price. Any Directed Shares not orally
confirmed for purchase by any Participants by the end of the business day on
which this Agreement is executed will be offered to the public by DLJ as set
forth in the Prospectus.

           SECTION 3. TERMS OF PUBLIC OFFERING. The Company is advised by you
that the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the execution and delivery of this
Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

           SECTION 4. DELIVERY AND PAYMENT. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as DLJ shall request no later than two business days
prior to the Closing Date or the applicable Option Closing Date (as defined
below), as the case may be. Shares shall be delivered by or on behalf of the
Company, with any transfer taxes thereon duly paid by the Company, to DLJ
through the facilities of The Depository Trust Company ("DTC"), for the
respective accounts of the several Underwriters, against payment to the Company
of the Purchase Price therefor by wire transfer of Federal or other funds
immediately available in New York City. The certificates representing the Shares
shall be made available for inspection not later than 9:30 a.m., New York City
time, on the business day prior to the Closing Date or the applicable Option
Closing Date (as defined below), as the case may be, at the office of DTC or its
designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery
and payment for the Firm Shares shall be 9:00 a.m., New York City time, on
August 10, 2000 or such other time on the same or such other date as DLJ,
Salomon and the Company shall agree in writing. The time and date of delivery
for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time
and date of each delivery and payment for any Additional Shares to be purchased
by the Underwriters shall be 9:00 a.m., New York City time, on the date
specified in the applicable exercise notice given by you pursuant to Section 2
or such other time on the same or such other date as DLJ, Salomon and the
Company shall agree in writing. The time and date of delivery for the Option
Shares are hereinafter referred to as an "OPTION CLOSING DATE."

           The documents to be delivered on the Closing Date or any Option
Closing Date on behalf of the parties hereto pursuant to Section 9 of this
Agreement shall be delivered at the offices of Akin, Gump, Strauss, Hauer &
Feld, L.L.P., 1700 Pacific Avenue, Suite 4100, Dallas, Texas 75201-4675, and the
Shares shall be delivered at the Designated Office, all on the Closing Date or
such Option Closing Date, as the case may be.

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           SECTION 5.  AGREEMENTS OF THE COMPANY.  The Company agrees with you:

           (a) To advise you promptly and, if requested by you, to confirm such
advice in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or of
the initiation of any proceeding for either of such purposes, (iii) when any
amendment to the Registration Statement becomes effective, (iv) if the Company
is required to file a Rule 462(b) Registration Statement after the effectiveness
of this Agreement, when the Rule 462(b) Registration Statement has become
effective and (v) of the happening of any event during the period referred to in
Section 5(d) below that makes any statement of a material fact made in the
Registration Statement or the Prospectus untrue or that requires any additions
to or changes in (i) the Registration Statement in order to make the statements
therein not misleading or (ii) the Prospectus in order to make the statements
therein, in the light of the circumstances in which they were made, not
misleading. If at any time the Commission shall issue any stop order suspending
the effectiveness of the Registration Statement, the Company will use its best
efforts to obtain the withdrawal or lifting of such order at the earliest
possible time.

           (b) To furnish to you five (5) signed copies of the Registration
Statement as first filed with the Commission and of each amendment to it,
including all exhibits, and to furnish to you and each Underwriter designated by
you such number of conformed copies of the Registration Statement as so filed
and of each amendment to it, without exhibits, as you may reasonably request.

           (c) To prepare the Prospectus, the form and substance of which shall
be reasonably satisfactory to you, and to file the Prospectus in such form with
the Commission within the applicable period specified in Rule 424(b) under the
Act; during the period specified in Section 5(d) below, not to file any further
amendment to the Registration Statement and not to make any amendment or
supplement to the Prospectus of which you shall not previously have been advised
or to which you shall reasonably object after being so advised; and, during such
period, to prepare and file with the Commission, promptly upon your reasonable
request, any amendment to the Registration Statement or amendment or supplement
to the Prospectus that may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause any such
amendment to the Registration Statement to become promptly effective.

           (d) Prior to 10:00 a.m., New York City time, on the first business
day after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish

                                        5
<PAGE>


in New York City to each Underwriter and any dealer as many copies of the
Prospectus (and of any amendment or supplement to the Prospectus) as such
Underwriter or dealer may reasonably request.

           (e) If during the period specified in Section 5(d), any event shall
occur or condition shall exist as a result of which, in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement
the Prospectus to comply with applicable law, forthwith to prepare and file with
the Commission an appropriate amendment or supplement to the Prospectus so that
the statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.

           (f) Prior to any public offering of the Shares, to cooperate with you
and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; PROVIDED, HOWEVER, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the Prospectus, the Registration
Statement, any preliminary prospectus or the offering or sale of the Shares, in
any jurisdiction in which it is not now so subject.

           (g) To mail and make generally available to its stockholders as soon
as practicable an earning statement covering the twelve-month period ending
September 30, 2000 that shall satisfy the provisions of Section 11(a) of the
Act, and to advise you in writing when such statement has been so made
available.

           (h) During the period of three years after the date of this
Agreement, to furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities exchange or national
system for quotation on which any class of securities of the Company is listed
or quoted, as the case

                                        6
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           may be, and such other publicly available information concerning
the Company and its subsidiaries as you may reasonably request.

           (i) Whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's accountants in connection with the registration and delivery of
the Shares under the Act and all other fees and expenses in connection with the
preparation, printing, filing and distribution of the Registration Statement
(including financial statements and exhibits), any preliminary prospectus, the
Prospectus and all amendments and supplements to any of the foregoing, including
the mailing and delivering of copies thereof to the Underwriters and dealers in
the quantities specified herein, (ii) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) all costs of printing or producing this
Agreement and any other agreements or documents in connection with the offering,
purchase, sale or delivery of the Shares, (iv) all expenses in connection with
the registration or qualification of the Shares for offer and sale under the
securities or Blue Sky laws of the several states and all costs of printing or
producing any Preliminary and Supplemental Blue Sky Memoranda in connection
therewith (including the filing fees and fees and disbursements of counsel for
the Underwriters in connection with such registration or qualification and
memoranda relating thereto), (v) the filing fees and disbursements of counsel
for the Underwriters in connection with the review and clearance of the offering
of the Shares by the National Association of Securities Dealers, Inc. (which
filing fees and disbursements, together with the expenses described in
subparagraph (iv) above, shall not exceed $18,000), (vi) all fees and expenses
in connection with the preparation and filing of the registration statement on
Form 8-A relating to the Common Stock and all costs and expenses incident to the
listing of the Shares on the Nasdaq National Market, (vii) the cost of printing
certificates representing the Shares, (viii) the costs and charges of any
transfer agent, registrar and/or depositary, (ix) the fees and expenses of the
QIU (including the fees and disbursements of counsel to the QIU), and (x) all
other costs and expenses incident to the performance of the obligations of the
Company hereunder for which provision is not otherwise made in this Section.
Except as specifically set forth in this Agreement, the Company shall not be
liable for any fees, costs or expenses of counsel for the underwriters incurred
in connection with the offering of the Shares.

           (j) To use its best efforts to include for quotation the Shares on
the Nasdaq National Market and to maintain the listing of the Shares on the
Nasdaq National Market for a period of three years after the date of this
Agreement.

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           (k) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.

           (l) If the Registration Statement at the time of the effectiveness of
this Agreement does not cover all of the Shares, to file a Rule 462(b)
Registration Statement with the Commission registering the Shares not so covered
in compliance with Rule 462(b) by 10:00 p.m., New York City time, on the date of
this Agreement and to pay to the Commission the filing fee for such Rule 462(b)
Registration Statement at the time of the filing thereof or to give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

           (m) That in connection with the Directed Share Program, the Company
will ensure that the Directed Shares will be restricted to the extent required
by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD
rules from sale, transfer, assignment, pledge or hypothecation for a period of
three (3) months following the date of the effectiveness of the Registration
Statement. DLJ will notify the Company as to which Participants will need to be
so restricted. The Company will direct the removal of such transfer restrictions
upon the expiration of such period of time. (n) To pay all fees and
disbursements of counsel incurred by the Underwriters in connection with the
Directed Share Program and stamp duties, similar taxes or duties or other taxes,
if any, incurred by the Underwriters in connection with the Directed Share
Program.

           SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter that:

           (a) The Registration Statement has become effective (other than any
Rule 462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement); any Rule 462(b) Registration Statement filed
after the effectiveness of this Agreement will become effective no later than
10:00 p.m., New York City time, on the date of this Agreement; and to the
Company's best knowledge after due inquiry no stop order suspending the
effectiveness of the Registration Statement is in effect, and no proceedings for
such purpose are pending before or threatened by the Commission.

           (b)(i) The Registration Statement (other than any Rule 462(b)
Registration Statement to be filed by the Company after the effectiveness of
this Agreement), when it became effective, did not contain and, as amended, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement (other than
any Rule 462(b)

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Registration Statement to be filed by the Company after the effectiveness of
this Agreement) and the Prospectus comply and, as amended or supplemented, if
applicable, will comply in all material respects with the Act, (iii) if the
Company is required to file a Rule 462(b) Registration Statement after the
effectiveness of this Agreement, such Rule 462(b) Registration Statement and
any amendments thereto, when they become effective (A) will not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading and (B) will comply in all material respects with the Act and (iv)
the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this paragraph do not
apply to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to
the Company in writing by such Underwriter through you expressly for use
therein.

           (c) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Act, complied when so filed in all material
respects with the Act, and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this paragraph do not apply to statements or omissions in any
preliminary prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly
for use therein.

           (d) Each of the Company and its significant subsidiaries, as such
term is defined by Rule 1-02 of Regulation S-X and as set forth on Annex II
hereto (together, the "SIGNIFICANT SUBSIDIARIES" and each a "SIGNIFICANT
SUBSIDIARY"), has been duly incorporated, is validly existing as a corporation
in good standing under the laws of its jurisdiction of incorporation and has the
requisite corporate power and authority to carry on its business as described in
the Prospectus and to own, lease and operate its properties, and each is duly
qualified and is in good standing as a foreign corporation authorized to do
business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
business, prospects, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole ("MATERIAL ADVERSE EFFECT").

                                        9
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           (e) There are no outstanding subscriptions, rights, warrants,
options, calls, convertible securities, commitments of sale or liens granted or
issued by the Company or any of its subsidiaries relating to or entitling any
person to purchase or otherwise to acquire any shares of the capital stock of
the Company or any of its subsidiaries, except as otherwise disclosed in the
Registration Statement and except for such liens existing pursuant to the terms
of that certain Revolving Credit Facility dated May 10, 1999 between the Company
and Greyrock Capital (the "REVOLVING CREDIT FACILITY").

           (f) All the outstanding shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid, nonassessable and
not subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor as provided by this Agreement, will be validly issued, fully paid and
nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.

           (g) All of the outstanding shares of capital stock of each of the
Company's subsidiaries have been duly authorized and validly issued and are
fully paid and nonassessable, and are owned by the Company, directly or
indirectly through one or more subsidiaries, free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature, except for
such security interests, encumbrances or adverse interests existing pursuant to
the Revolving Credit Facility.

           (h) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

           (i) Neither the Company nor any of its Significant Subsidiaries is in
violation of its respective charter or by-laws or in default in the performance
of any obligation, agreement, covenant or condition contained in any indenture,
loan agreement, mortgage, lease or other agreement or instrument that is
material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound.

           (j) The execution, delivery and performance of this Agreement by the
Company, the compliance by the Company with all the provisions hereof and the
consummation of the transactions contemplated hereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states or laws of foreign
jurisdictions in connection with the Directed Share Program), (ii) conflict with
or constitute a breach of any material term or provision of, or a default under,
the charter or

                                        10
<PAGE>

by-laws of the Company or any of its subsidiaries or any indenture, loan
agreement, mortgage, lease or other agreement or instrument that is material
to the Company and its subsidiaries, taken as a whole, to which the Company
or any of its Significant Subsidiaries is a party or by which the Company or
any of its Significant Subsidiaries or their respective property is bound,
(iii) violate or conflict with any applicable law or any rule, regulation,
judgment, order or decree of any court or any governmental body or agency
having jurisdiction over the Company, any of its Significant Subsidiaries or
their respective property or (iv) result in the suspension, termination or
revocation of any Authorization (as defined below) of the Company or any of
its Significant Subsidiaries or any other impairment of the rights of the
holder of any such Authorization, except for any such impairment of rights,
singly or in the aggregate, that would not have a Material Adverse Effect.

           (k) There are no legal or governmental proceedings pending or, to
the Company's knowledge, threatened to which the Company or any of its
Significant Subsidiaries is a party or to which any of their respective
property is subject that are required to be described in the Registration
Statement or the Prospectus and are not so described; nor are there any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not so described or filed as
required.

           (l) Neither the Company nor any of its Significant Subsidiaries
has violated any foreign, federal, state or local law or regulation relating
to the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("ENVIRONMENTAL
LAWS"), any provisions of the Employee Retirement Income Security Act of
1974, as amended, or any provisions of the Foreign Corrupt Practices Act, or
the rules and regulations promulgated thereunder, except for such violations
that, singly or in the aggregate, would not have a Material Adverse Effect.

           (m) Each of the Company and its Significant Subsidiaries has such
permits, licenses, consents, exemptions, franchises, authorizations and other
approvals (each, an "AUTHORIZATION") of, and has made all filings with and
notices to, all governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals, including, without
limitation, under any applicable Environmental Laws, as are necessary to own,
lease, license and operate its respective properties and to conduct its
business as presently conducted, except where the failure to have any such
Authorization or to make any such filing or notice would not, singly or in
the aggregate, have a Material Adverse Effect. Each such Authorization is
valid and in full force and effect and each of the Company and its
Significant Subsidiaries is in compliance with all the terms and conditions
thereof and with the rules and regulations of the authorities

                                       11
<PAGE>

and governing bodies presently having jurisdiction with respect thereto; and
no event has occurred (including, without limitation, the receipt of any
notice from any authority or governing body) that allows or, after notice or
lapse of time or both, would allow, revocation, suspension or termination of
any such Authorization or results or, after notice or lapse of time or both,
would result in any other impairment of the rights of the holder of any such
Authorization; and such Authorizations contain no restrictions that are
burdensome to the Company or any of its Significant Subsidiaries; except
where such failure to be valid and in full force and effect or to be in
compliance, the occurrence of any such event or the presence of any such
restriction would not, singly or in the aggregate, have a Material Adverse
Effect.

           (n) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any Authorization, any related constraints on operating
activities and any potential liabilities to third parties) that would, singly
or in the aggregate, have a Material Adverse Effect.

           (o) This Agreement has been duly authorized, executed and
delivered by the Company.

           (p) Ernst & Young LLP are independent public accountants with
respect to the Company and its subsidiaries as required by the Act.

           (q) The consolidated financial statements included in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto), together with related schedules and notes, present fairly the
consolidated financial position, results of operations and changes in
financial position of the Company and its subsidiaries on the basis stated
therein at the respective dates or for the respective periods to which they
apply; such statements and related schedules and notes have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein; the supporting
schedules, if any, included in the Registration Statement present fairly in
accordance with generally accepted accounting principles the information
required to be stated therein; and the other financial and statistical
information and data set forth in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) are, in all material
respects, accurately presented and prepared on a basis consistent with such
financial statements and the books and records of the Company.

           (r) The Company is not and, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as
described in the

                                       12
<PAGE>

Prospectus, will not be, an "investment company" as such term is defined in
the Investment Company Act of 1940, as amended.

           (s) Except as disclosed in the Prospectus as inapplicable pursuant
to the terms of any contract, agreement or understanding or as waived in
writing prior to the date hereof, there are no contracts, agreements or
understandings between the Company and any person granting such person the
right to require the Company to file a registration statement under the Act
with respect to any securities of the Company or to require the Company to
include such securities with the Shares registered pursuant to the
Registration Statement.

           (t) Since the respective dates as of which information is given in
the Prospectus and other than as set forth in the Prospectus (exclusive of
any amendments or supplements thereto subsequent to the date of this
Agreement), (i) there has not occurred any material adverse change or any
development involving a prospective material adverse change in the condition,
financial or otherwise, or the earnings, business, management or operations
of the Company and its subsidiaries, taken as a whole, (ii) there has not
been any material adverse change or any development involving a prospective
material adverse change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries and (iii) neither the Company nor any of
its subsidiaries has incurred any material liability or obligation, direct or
contingent.

           (u) The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

           (v) The Company and its Significant Subsidiaries have good and
marketable title in fee simple to all real property and good title to all
personal property owned by them which is material to the business of the
Company and its Significant Subsidiaries, in each case free and clear of all
liens, encumbrances and defects except such as are described in the
Prospectus, such security interests applicable to certain assets recorded in
the financial statements of the Company included in the Prospectus or such as
do not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries, in each case except as
described in the Prospectus.

           (w) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, all patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks,

                                       13
<PAGE>

service marks and trade names ("INTELLECTUAL PROPERTY") currently employed by
them in connection with the business now operated by them except where the
failure to own or possess or otherwise be able to acquire such Intellectual
Property would not, singly or in the aggregate, have a Material Adverse
Effect; and, other than as described in the Prospectus, neither the Company
nor any of its subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any of such
Intellectual Property which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a Material Adverse Effect.

           (x) The Company and each of its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are customary in the businesses in which they are
engaged; and neither the Company nor any of its subsidiaries (i) has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other material expenditures will have to be made in order to
continue such insurance or (ii) has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers at a cost that
would not have a Material Adverse Effect.

           (y) No relationship, direct or indirect, exists between or among
the Company or any of its subsidiaries on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its
subsidiaries on the other hand, which is required by the Act to be described
in the Registration Statement or the Prospectus which is not so described.

           (z) There is no (i) significant unfair labor practice complaint,
grievance or arbitration proceeding pending or, to the knowledge of the
Company, threatened against the Company or any of its subsidiaries before the
National Labor Relations Board or any state or local labor relations board,
(ii) strike, labor dispute, slowdown or stoppage pending or, to the knowledge
of the Company, threatened against it or any of its subsidiaries or (iii)
union representation question existing with respect to the employees of the
Company and its subsidiaries, except for such actions specified in clause
(i), (ii) or (iii) above, which, singly or in the aggregate, would not have a
Material Adverse Effect. To the best of the Company's knowledge, no
collective bargaining organizing activities are taking place with respect to
the Company or any of its subsidiaries.

           (aa) The Company and each of its subsidiaries maintains a system
of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management's general or
specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization; and (iv) the

                                       14
<PAGE>

recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

           (bb) All material tax returns required to be filed by the Company
and each of its subsidiaries in any jurisdiction have been filed, other than
those filings being contested in good faith, and all material taxes,
including withholding taxes, penalties and interest, assessments, fees and
other charges due pursuant to such returns or pursuant to any assessment
received by the Company or any of its subsidiaries have been paid, other than
those being contested in good faith and for which adequate reserves have been
provided.

           (cc) Each certificate signed by any officer of the Company and
delivered to the Underwriters or counsel for the Underwriters pursuant to the
terms of this Agreement shall be deemed to be a representation and warranty
by the Company to the Underwriters as to the matters covered thereby.

           SECTION 7. INDEMNIFICATION. (a) The Company agrees to indemnify
and hold harmless each Underwriter, its directors, its officers and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the Act or Section 20 of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), from and against any and all losses, claims, damages,
liabilities and judgments (including, without limitation, any legal or other
expenses incurred in connection with investigating or defending any matter,
including any action, that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), the Prospectus (or any amendment or supplement
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based
upon information relating to any Underwriter furnished in writing to the
Company by such Underwriter through you expressly for use therein; PROVIDED,
HOWEVER, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Underwriter who
failed to deliver a Prospectus (as then amended or supplemented, provided by
the Company to the several Underwriters in the requisite quantity and on a
timely basis to permit proper delivery on or prior to the Closing Date) to
the person asserting any losses, claims, damages and liabilities and
judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
such material misstatement or omission or alleged material misstatement or
omission was cured

                                       15
<PAGE>

in such Prospectus and such Prospectus was required by law to be delivered at
or prior to the written confirmation of sale to such person.

           (b) The Company agrees to indemnify and hold harmless DLJ and each
person, if any, who controls DLJ within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act ("DLJ ENTITIES"), from
and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) (i)
caused by any untrue statement or alleged untrue statement of a material fact
contained in the prospectus wrapper material prepared by or with the written
consent of the Company for distribution in foreign jurisdictions in
connection with the Directed Share Program attached to the Prospectus or any
preliminary prospectus, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statement therein, when considered in conjunction with the
Prospectus or any applicable preliminary prospectus, not misleading; or (ii)
related to, arising out of, or in connection with the Directed Share Program,
provided that, the Company shall not be responsible under this subparagraph
(iii) for any losses, claims, damages or liabilities (or expenses relating
thereto) that (x) are finally judicially determined to have resulted from the
bad faith or gross negligence of DLJ Entities or (y) result from the failure
to obtain any consent, approval, authorization or other order of, or
qualification with, any court or governmental body or agency required under
the laws of foreign jurisdictions in connection with the Directed Share
Program.

           (c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, to the same extent as the foregoing indemnity from the Company to such
Underwriter but only with reference to information relating to such
Underwriter furnished in writing to the Company by such Underwriter through
you expressly for use in the Registration Statement (or any amendment
thereto), the Prospectus (or any amendment or supplement thereto) or any
preliminary prospectus.

           (d) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 7(a), 7(b) or
7(c) (the "indemnified party"), the indemnified party shall promptly notify
the person against whom such indemnity may be sought (the "indemnifying
party") in writing and the indemnifying party shall assume the defense of
such action, including the employment of counsel reasonably satisfactory to
the indemnified party and the payment of all fees and expenses of such
counsel, as incurred (except that in the case of any action in respect of
which indemnity may be sought pursuant to both Sections 7(a) and 7(c), the
Underwriters shall not be required to

                                       16
<PAGE>

assume the defense of such action pursuant to this Section 7(d), but may
employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the
expense of such Underwriter). Any indemnified party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the indemnified party unless (i) the employment of such counsel shall have
been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party or (iii) the
named parties to any such action (including any impleaded parties) include
both the indemnified party and the indemnifying party, and the indemnified
party shall have been advised by such counsel that there may be one or more
legal defenses available to it which are different from or additional to
those available to the indemnifying party (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf
of the indemnified party). In any such case, the indemnifying party shall
not, in connection with any one action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by DLJ and
Salomon, in the case of parties indemnified pursuant to Section 7(a), by DLJ,
in the case of parties indemnified pursuant to Section 7(b), and by the
Company, in the case of parties indemnified pursuant to Section 7(c).
Notwithstanding anything contained herein to the contrary, if indemnity may
be sought pursuant to Section 7(b) hereof in respect of such action or
proceeding, then in addition to such separate firm for the indemnified
parties, the indemnifying party shall be liable for the reasonable fees and
expenses of not more than one separate firm (in addition to any local
counsel) for DLJ for the defense of any losses, claims, damages and
liabilities arising out of the Directed Share Program, and all DLJ entities.
The indemnifying party shall indemnify and hold harmless the indemnified
party from and against any and all losses, claims, damages, liabilities and
judgments by reason of any settlement of any action (i) effected with its
written consent or (ii) effected without its written consent if the
settlement is entered into more than twenty business days after the
indemnifying party shall have received a request from the indemnified party
for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and,
prior to the date of such settlement, the indemnifying party shall have
failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified
party is or could have been a party and indemnity or contribution may be or
could have been sought hereunder by the

                                       17
<PAGE>

indemnified party, unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
on claims that are or could have been the subject matter of such action and
(ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of the indemnified party.

           (e) To the extent the indemnification provided for in this Section
7 is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages, liabilities or judgments referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the
offering of the Shares or (ii) if the allocation provided by clause 7(e)(i)
above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
7(e)(i) above but also the relative fault of the Company on the one hand and
the Underwriters on the other hand in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the
Underwriters on the other hand shall be deemed to be in the same proportion
as the total net proceeds from the offering (after deducting underwriting
discounts and commissions, but before deducting expenses) received by the
Company, and the total underwriting discounts and commissions received by the
Underwriters, bear to the total price to the public of the Shares, in each
case as set forth in the table on the cover page of the Prospectus. The
relative fault of the Company on the one hand and the Underwriters on the
other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

           The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 7(e) were determined
by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such
indemnified party in connection with investigating or defending any matter,
including any action, that could have given rise to such

                                       18
<PAGE>

losses, claims, damages, liabilities or judgments. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 7(e) are several in proportion to the respective
number of Shares purchased by each of the Underwriters hereunder and not
joint.

           (f) The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available
to any indemnified party at law or in equity.

           SECTION 8. INDEMNIFICATION OF QIU. (a) The Company agrees to
indemnify and hold harmless the QIU, its directors, its officers and each
person, if any, who controls the QIU within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages, liabilities and judgments (including, without limitation,
any legal or other expenses incurred in connection with defending or
investigating any matter, including any action that could give rise to any
such losses, claims, damages, liabilities or judgments) related to, based
upon or arising out of (i) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any amendment
thereto), the Prospectus (or any amendment or supplement thereto) or any
preliminary prospectus, or any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) the QIU's activities as QIU under
its engagement pursuant to Section 2 hereof, except in the case of this
clause (ii) insofar as any such losses, claims, damages, liabilities or
judgments are found in a final judgment by a court of competent jurisdiction,
not subject to further appeal, to have resulted solely from the willful
misconduct or gross negligence of the QIU.

           (b) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to paragraph (a) of this
Section 8 (THE "QIU INDEMNIFIED PARTY"), the QIU Indemnified Party shall
promptly notify the Company in writing and the Company shall assume the
defense of such action, including the employment of counsel reasonably
satisfactory to the QIU Indemnified Party and the payment of all fees and
expenses of such counsel, as incurred. Any QIU Indemnified Party shall have
the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at
the expense of the QIU Indemnified Party unless (i) the employment of such
counsel shall have been specifically authorized in writing by the Company,
(ii) the Company shall have

                                       19
<PAGE>

failed to assume the defense of such action or employ counsel reasonably
satisfactory to the QIU Indemnified Party or (iii) the named parties to any
such action (including any impleaded parties) include both the QIU
Indemnified Party and the Company, and the QIU Indemnified Party shall have
been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
the Company (in which case the Company shall not have the right to assume the
defense of such action on behalf of the QIU Indemnified Party). In any such
case, the Company shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any
local counsel) for all QIU Indemnified Parties, which firm shall be
designated by the QIU, and all such fees and expenses shall be reimbursed as
they are incurred. The Company shall indemnify and hold harmless the QIU
Indemnified Party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written
consent if the settlement is entered into more than ten business days after
the Company shall have received a request from the QIU Indemnified Party for
reimbursement for the fees and expenses of counsel (in any case where such
fees and expenses are at the expense of the Company) and, prior to the date
of such settlement, the Company shall have failed to comply with such
reimbursement request. The Company shall not, without the prior written
consent of the QIU Indemnified Party, effect any settlement or compromise of,
or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the QIU Indemnified Party is or could
have been a party and indemnity or contribution may be or could have been
sought hereunder by the QIU Indemnified Party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the QIU
Indemnified Party from all liability on claims that are or could have been
the subject matter of such action and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
the QIU Indemnified Party.

           (c) To the extent the indemnification provided for in this Section
8 is unavailable to a QIU Indemnified Party or insufficient in respect of any
losses, claims, damages, liabilities or judgments referred to therein, then
the Company, in lieu of indemnifying such QIU Indemnified Party, shall
contribute to the amount paid or payable by such QIU Indemnified Party as a
result of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the QIU on the other hand from the offering of
the Shares or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the QIU in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities

                                       20
<PAGE>

or judgments, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the QIU shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company as set forth in the table on the
cover page of the Prospectus, and the fee received by the QIU pursuant to
Section 2 hereof, bear to the sum of such total net proceeds and such fee.
The relative fault of the Company and the QIU shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the QIU and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission and whether the
QIU's activities as QIU under its engagement pursuant to Section 2 hereof
involved any willful misconduct or gross negligence on the part of the QIU.

           The Company and the QIU agree that it would not be just and
equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by a QIU Indemnified Party as
a result of the losses, claims, damages, liabilities or judgments referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such
QIU Indemnified Party in connection with investigating or defending any
matter that could have given rise to such losses, claims, damages,
liabilities or judgments. In no event shall any QIU Indemnified Party be
required to contribute in the aggregate an amount exceeding the fee received
by the QIU pursuant to Section 2 hereof. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

           (d) The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available
to any QIU Indemnified Party at law or in equity.

           SECTION 9. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase the Firm Shares under this
Agreement are subject to the satisfaction of each of the following conditions:

           (a) All the representations and warranties of the Company
contained in this Agreement shall be true and correct on the Closing Date
with the same force and effect as if made on and as of the Closing Date.

           (b) If the Company is required to file a Rule 462(b) Registration
Statement after the effectiveness of this Agreement, such Rule 462(b)
Registration Statement shall have become effective by 10:00 p.m., New York
City time, on the

                                       21
<PAGE>

date of this Agreement; and, to the Company's best knowledge after due
inquiry, no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been commenced or shall be pending before or contemplated by the
Commission.

           (c) You shall have received on the Closing Date a certificate
dated the Closing Date, signed by Raymond R. Hood and Michael A. Burstein, in
their respective capacities as the Chief Executive Officer and Chief
Financial Officer of the Company, confirming the matters set forth in
Sections 6(t), 9(a) and 9(b) and that the Company has complied with all of
the agreements and satisfied all of the conditions herein contained and
required to be complied with or satisfied by the Company on or prior to the
Closing Date.

           (d) Since the respective dates as of which information is given in
the Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement),
(i) there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company and its subsidiaries, taken
as a whole, (ii) there shall not have been any change or any development
involving a prospective change in the capital stock or in the long-term debt
of the Company or any of its subsidiaries and (iii) neither the Company nor
any of its subsidiaries shall have incurred any liability or obligation,
direct or contingent, the effect of which, in any such case described in
clause 9(d)(i), 9(d)(ii) or 9(d)(iii), in your judgment, is material and
adverse and, in your judgment, makes it impracticable to market the Shares on
the terms and in the manner contemplated in the Prospectus.

           (e) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the Closing
Date, of Morgan, Lewis & Bockius LLP, counsel for the Company, to the effect
that:

                     (i) each of the Company and its Significant Subsidiaries is
           validly existing as a corporation in good standing under the laws of
           its jurisdiction of incorporation and has the requisite corporate
           power and authority to carry on its business as described in the
           Prospectus and to own, lease and operate its properties as described
           in the Prospectus;

                     (ii) each of the Company and its Significant Subsidiaries
           is duly qualified and is in good standing as a foreign corporation
           authorized to do business in each jurisdiction in which the nature of
           its business or its ownership or leasing of property requires such
           qualification, except where the failure to be so qualified would not
           have a Material Adverse Effect;

                                       22
<PAGE>

                     (iii) to the best knowledge of such counsel after due
           inquiry, all the outstanding shares of capital stock of the Company
           have been duly authorized and validly issued and are fully paid,
           nonassessable and not subject to any preemptive or similar rights;

                     (iv) the Shares have been duly authorized and, when issued
           and delivered to the Underwriters against payment therefor as
           provided by this Agreement, will be validly issued, fully paid and
           nonassessable, and to the best knowledge of such counsel after due
           inquiry, the issuance of such Shares will not be subject to any
           preemptive or similar rights;

                     (v) all of the outstanding shares of capital stock of each
           of the Company's Significant Subsidiaries have been duly authorized
           and validly issued and are fully paid and nonassessable, and are
           owned of record and, to the knowledge of such counsel, beneficially,
           by the Company, directly or indirectly through one or more
           subsidiaries, to the best knowledge of such counsel after due
           inquiry, free and clear of any security interest, claim, lien,
           encumbrance or adverse interest of any nature except for such
           security interests, encumbrances and adverse interests existing
           pursuant to the terms of the Revolving Credit Facility;

                     (vi) this Agreement has been duly authorized, executed and
           delivered by the Company;

                     (vii) the authorized capital stock of the Company conforms
           as to legal matters to the description thereof contained in the
           Prospectus;

                     (viii) the Registration Statement has become effective
           under the Act and to the best knowledge of such counsel after due
           inquiry, no stop order suspending its effectiveness has been issued
           and no proceedings for that purpose are pending before or
           contemplated by the Commission;

                     (ix) the statements under the captions "Management--Stock
           Option Plans," "--401(k) Plan," "--Employment Agreements,"
           "--Limitations of Liability" and "--Indemnification of Directors and
           Officers," "Certain Transactions," "Description of Capital Stock" and
           "Shares Eligible for Future Sale," and paragraphs 14 and 15 under the
           caption "Underwriting" in the Prospectus and Items 14 and 15 of Part
           II of the Registration Statement, insofar as such statements
           constitute a summary of the legal matters, documents or proceedings
           referred to therein, fairly present the information called for with
           respect to such legal matters, documents and proceedings;

                                       23
<PAGE>

                     (x) neither the Company nor any of its Significant
           Subsidiaries is in violation of its respective charter or by-laws
           and, to the best of such counsel's knowledge after due inquiry,
           neither the Company nor any of its subsidiaries is in default in the
           performance of any obligation, agreement, covenant or condition
           contained in any indenture, loan agreement, mortgage, lease or other
           agreement or instrument known to such counsel to which the Company or
           any of its Significant Subsidiaries is a party or by which the
           Company or any of its subsidiaries or their respective property is
           bound, except for such defaults as would not be reasonably likely to
           have a Material Adverse Effect;

                     (xi) the execution, delivery and performance of this
           Agreement by the Company, the compliance by the Company with all the
           provisions hereof and the consummation of the transactions
           contemplated hereby will not (A) require any consent, approval,
           authorization or other order of, or qualification with, any court or
           governmental body or agency (except such as may be required under the
           securities or Blue Sky laws of the various states), (B) conflict with
           or constitute a breach of any of the terms or provisions of, or a
           default under, the charter or by-laws of the Company or any of its
           Significant Subsidiaries or any indenture, loan agreement, mortgage,
           lease or other agreement or instrument known to such counsel to which
           the Company or any of its Significant Subsidiaries is a party or by
           which the Company or any of its Significant Subsidiaries or their
           respective property is bound, except for such conflicts, breaches or
           defaults as would not be reasonably likely to have a Material Adverse
           Effect, (C) violate or conflict with any applicable law or any rule,
           regulation, judgment, order or decree of any court or any
           governmental body or agency having jurisdiction over the Company, any
           of its Significant Subsidiaries or their respective property or (D)
           result in the suspension, termination or revocation of any
           Authorization of the Company or any of its Significant Subsidiaries
           or any other impairment of the rights of the holder of any such
           Authorization;

                     (xii) after due inquiry, such counsel does not know of any
           legal or governmental proceedings pending or threatened to which the
           Company or any of its Significant Subsidiaries is or could be a party
           or to which any of their respective property is or could be subject
           that are required to be described in the Registration Statement or
           the Prospectus and are not so described, or of any statutes,
           regulations, contracts or other documents that are required to be
           described in the Registration Statement or the Prospectus or to be
           filed as exhibits to the Registration Statement that are not so
           described or filed as required;

                                       24
<PAGE>

                     (xiii) the Company is not and, after giving effect to the
           offering and sale of the Shares and the application of the proceeds
           thereof as described in the Prospectus, will not be, an "investment
           company" as such term is defined in the Investment Company Act of
           1940, as amended;

                     (xiv) to the best of such counsel's knowledge after due
           inquiry, except as disclosed in the Registration Statement as
           inapplicable pursuant to the terms of any contract, agreement or
           understanding or as waived in writing prior to the date hereof, there
           are no contracts, agreements or understandings between the Company
           and any person granting such person the right to require the Company
           to file a registration statement under the Act with respect to any
           securities of the Company or to require the Company to include such
           securities with the Shares registered pursuant to the Registration
           Statement;

                     (xv) the Registration Statement and the Prospectus and any
           supplement or amendment thereto (except for the financial statements
           and other financial data included therein, as to which no opinion
           need be expressed) comply in all material respects as to form with
           the Act; and

                     (xvi) Except as described in the Prospectus, the Company
           and its subsidiaries own or possess, or can acquire on reasonable
           terms, all Intellectual Property currently employed by them in
           connection with the business now operated by them except where the
           failure to own or possess or otherwise be able to acquire such
           Intellectual Property would not, singly or in the aggregate, have a
           material adverse effect on the business, prospects, financial
           condition or results of operations of the Company and its
           subsidiaries, taken as a whole; and to the best of such counsel's
           knowledge after due inquiry, neither the Company nor any of its
           subsidiaries has received any notice of infringement of or conflict
           with asserted rights of others with respect to any of such
           Intellectual Property which, singly or in the aggregate, if the
           subject of an unfavorable decision, ruling or finding, would have a
           material adverse effect on the business, prospects, financial
           condition or results of operations of the Company and its
           subsidiaries, taken as a whole.

           In addition, such counsel shall state that, in connection with the
preparation of the Registration Statement, such counsel has participated in
conferences with officers and other representatives of the Company, the
independent public accountants for the Company and representatives of the
Underwriters at which the contents of the Registration Statement and related
matters were discussed and, although such counsel is not passing upon and
does not assume any responsibility for the accuracy, completeness or fairness
of the statements contained in the Registration Statement, on the basis of
the foregoing

                                       25
<PAGE>

and the information disclosed to such counsel (relying as to materiality to a
reasonable extent on statements and other representations of officers and
other representatives of the Company), such counsel shall confirm to you that
no facts have come to its attention that would lead it to believe that the
Registration Statement (other than the financial and statistical data and
information therein as to which such counsel need not express any belief), as
of the time it was declared effective and as of the date hereof, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or that the Prospectus, as amended or supplemented,
if applicable (other than the financial and statistical data and information
therein as to which such counsel need not express any belief), as of the date
of such counsel's opinion, contained or contains any untrue statement of
material fact or omitted to omits to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

           The opinion of Morgan, Lewis & Bockius LLP described in
Section 9(e) above shall be rendered to you at the request of the Company and
shall so state therein. Such opinion may, as it relates to the Significant
Subsidiary, be given in reliance on or directly from separate legal counsel
reasonably acceptable to the Underwriters and their legal counsel.

           (f) You shall have received on the Closing Date an opinion, dated
the Closing Date, of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for
the Underwriters, as to the matters referred to in Sections 9(e)(iv),
9(e)(vi) and 9(e)(ix) (but only with respect to the statements under the
caption "Description of Capital Stock" and "Underwriting" (other than with
respect to paragraphs 14 and 15 thereof)) and in the paragraph immediately
following Section 9(e)(xvi).

           In giving such opinions with respect to the matters covered by the
paragraph immediately following Section 9(e)(xvi) counsel for the Company and
counsel for the Underwriters may state that their opinion and belief are
based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and review
and discussion of the contents thereof, but are without independent check or
verification except as specified.

           (g) You shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to you, from Ernst & Young LLP,
independent public accountants, containing the information and statements of
the type ordinarily included in accountants' "comfort letters" to
Underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus.

                                       26
<PAGE>

           (h) The Company shall have delivered to you the agreements
specified in Section 2 hereof which agreements shall be in full force and
effect on the Closing Date.

           (i) The Shares shall have been duly included for quotation on the
Nasdaq National Market.

           (j) The Company shall not have failed on or prior to the Closing
Date to perform or comply with any of the agreements herein contained and
required to be performed or complied with by the Company on or prior to the
Closing Date.

           The several obligations of the Underwriters to purchase any
Additional Shares hereunder are subject to the delivery to you on the
applicable Option Closing Date of such documents as you may reasonably
request with respect to the good standing of the Company, the due
authorization and issuance of such Additional Shares and other matters
related to the issuance of such Additional Shares.

           SECTION 10. EFFECTIVENESS OF AGREEMENT AND TERMINATION. This
Agreement shall become effective upon the execution and delivery of this
Agreement by the parties hereto.

           This Agreement may be terminated at any time on or prior to the
Closing Date by you by written notice to the Company if any of the following
has occurred: (i) any outbreak or escalation of hostilities or other national
or international calamity or crisis or change in economic conditions or in
the financial markets of the United States or elsewhere that, in your
judgment, is material and adverse and, in your judgment, makes it
impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus, (ii) the suspension or material limitation of
trading in securities or other instruments on the New York Stock Exchange,
the American Stock Exchange, the Chicago Board of Options Exchange, the
Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq
National Market or limitation on prices for securities or other instruments
on any such exchange or the Nasdaq National Market, (iii) the suspension of
trading of any securities of the Company on any exchange or in the
over-the-counter market, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of
any court or other governmental authority which in your opinion materially
and adversely affects, or will materially and adversely affect, the business,
prospects, financial condition or results of operations of the Company and
its subsidiaries, taken as a whole, (v) the declaration of a banking
moratorium by either federal or New York State authorities or (vi) the taking
of any action by any federal, state or local government or agency in respect
of its monetary or fiscal affairs that in your opinion has a material adverse
effect on the financial markets in the United States.

                                       27
<PAGE>

           If on the Closing Date or on an Option Closing Date, as the case
may be, any one or more of the Underwriters shall fail or refuse to purchase
the Firm Shares or Additional Shares, as the case may be, which it has or
they have agreed to purchase hereunder on such date and the aggregate number
of Firm Shares or Additional Shares, as the case may be, which such
defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the total number of Firm Shares or
Additional Shares, as the case may be, to be purchased on such date by all
Underwriters, each non-defaulting Underwriter shall be obligated severally,
in the proportion which the number of Firm Shares set forth opposite its name
in Schedule I bears to the total number of Firm Shares which all the
non-defaulting Underwriters have agreed to purchase, or in such other
proportion as you may specify, to purchase the Firm Shares or Additional
Shares, as the case may be, which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date; PROVIDED that in no
event shall the number of Firm Shares or Additional Shares, as the case may
be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof
be increased pursuant to this Section 10 by an amount in excess of one-ninth
of such number of Firm Shares or Additional Shares, as the case may be,
without the written consent of such Underwriter. If on the Closing Date any
Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and
the aggregate number of Firm Shares with respect to which such default occurs
is more than one-tenth of the aggregate number of Firm Shares to be purchased
by all Underwriters and arrangements satisfactory to you and the Company for
purchase of such Firm Shares are not made within 48 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter and the Company. In any such case which does not
result in termination of this Agreement, either you or the Company shall have
the right to postpone the Closing Date, but in no event for longer than seven
days, in order that the required changes, if any, in the Registration
Statement and the Prospectus or any other documents or arrangements may be
effected. If, on an Option Closing Date, any Underwriter or Underwriters
shall fail or refuse to purchase Additional Shares and the aggregate number
of Additional Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Additional Shares to be purchased on
such date, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase such Additional Shares or
(ii) purchase not less than the number of Additional Shares that such
non-defaulting Underwriters would have been obligated to purchase on such
date in the absence of such default. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any
default of any such Underwriter under this Agreement.

           SECTION 11. MISCELLANEOUS. Notices given pursuant to any provision
of this Agreement shall be addressed as follows: (i) if to the Company, to
EXE Technologies, Inc., 8787 Stemmons Freeway, Dallas, Texas 75247,
Attention: Mr. Michael Burstein, and (ii) if to any Underwriter or to you, to
you c/o

                                       28
<PAGE>

Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New
York, New York 10172, Attention: Syndicate Department, or in any case to such
other address as the person to be notified may have requested in writing.

           The respective indemnities, contribution agreements,
representations, warranties and other statements of the Company and the
several Underwriters set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive delivery of
and payment for the Shares, regardless of (i) any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter, the
officers or directors of any Underwriter, any person controlling any
Underwriter, any QIU Indemnified Party, the Company, the officers or
directors of the Company or any person controlling the Company, (ii)
acceptance of the Shares and payment for them hereunder and (iii) termination
of this Agreement.

           If for any reason the Shares are not delivered by or on behalf of
the Company as provided herein (other than as a result of any termination of
this Agreement pursuant to Section 10), the Company agrees to reimburse the
several Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them. Notwithstanding any termination
of this Agreement, the Company shall be liable for all expenses which it has
agreed to pay pursuant to Section 5(i) hereof.

           Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, the Underwriters' directors and officers, any controlling
persons referred to herein, the QIU Indemnified Parties, the Company's
directors and the Company's officers who sign the Registration Statement and
their respective successors and assigns, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right under or
by virtue of this Agreement. The term "successors and assigns" shall not
include a purchaser of any of the Shares from any of the several Underwriters
merely because of such purchase.

           This Agreement shall be governed and construed in accordance with
the laws of the State of New York.

           This Agreement, together with the Schedules and Annexes hereto,
constitutes the entire agreement between the parties hereto with respect to
the transactions contemplated herein, and supersedes all prior agreements and
understandings, whether written or oral, between the parties with respect to
the subject matter of this Agreement.

           This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.

                                       29
<PAGE>

           Please confirm that the foregoing correctly sets forth the
agreement between the Company and the several Underwriters.

                                       Very truly yours,

                                       EXE TECHNOLOGIES, INC.

                                       By: /s/ Michael A. Burstein
                                          ----------------------------------
                                          Michael A. Burstein
                                          Title: Senior Vice President,
                                                 Chief Financial Officer

DONALDSON, LUFKIN & JENRETTE
      SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC

DLJDIRECT Inc.

Acting severally on behalf of themselves and the several Underwriters
named in Schedule I hereto

By:        DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

      By: /s/ Julie E. Silcock
         ------------------------------
      Name: Julie E. Silcock
           ----------------------------
      Title: Managing Director
            ---------------------------

By:        SALOMON SMITH BARNEY INC.

      By: /s/ Douglas M. Blagdon
         ------------------------------
      Name: Douglas M. Blagdon
           ----------------------------
      Title: Managing Director
            ---------------------------




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