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Exhibit 10.3

EXE TECHNOLOGIES, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Second Amendment to Amended and Restated Employment Agreement
(this Amendment) shall be effective as of January 1, 2003 by and between
Mark R. Weaser (the Employee) and EXE Technologies, Inc. (the Company) and
amends that certain Amended and Restated Employment Agreement dated as of
October 18, 2000 (the Agreement) between the Employee and the Company.

WHEREAS, the parties desire to amend the Agreement to reflect certain
changes, in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and intending to be legally bound hereby, the parties agree as follows:

1.     Definitions,
All capitalized terms used in this Amendment shall
have the same meaning as those contained in the Agreement unless otherwise
defined herein;.

2.     Employment and Term. The terms of Section 1 shall be deleted in
their entirety and replaced with the following provisions:

The Company hereby employs the Employee and the Employee hereby
accepts employment with the company for the position detailed in Schedule A-l,
which is attached hereto (the Position), for a period of three (3) years from
the date of this Amendment (the Amended Term). This Agreement will
automatically expire upon the expiration of the Terms unless the parties
mutually agree in writing to renew the Agreement ninety (90) days prior to such
expiration. If the Company does not elect to renew the Agreement, then Company
shall pay Employee twelve (12) months of the Base Salary, Housing Allowance,
and
Automobile Allowance, in twelve (12) equal monthly installments. The period of
time commencing on the first date of employment specified in Schedule A
(the Start Date) through Amended Term and any renewal periods hereunder, subject
to the provisions of Section 8 hereof, are hereinafter referred to as the
Term.

3.     Termination Without Cause. The first sentence of Section 8.4 shall
be deleted in its entirety and replaced with the following sentence:

In the event of a termination of the Employees employment hereunder
pursuant to Section 8.4(a), the Employee shall be entitled to receive all
unpaid
Base Salary through the then current twelve (12) month period, which commences
each January lst of each year of the Term and all accrued, but unpaid (at the
date of termination) benefits and bonuses, plus Employee will be eligible to
receive a liquidated termination fee equivalent to: (i) twelve (12) months
Base
Salary and Housing and Automobile allowances (at the date of termination)
payable in twelve (12) equal monthly installments in accordance with the
Companys severance payment plan then in effect, if any, at the time the
Company
terminates Employees employment pursuant to Section 8.4(a).

4.     Schedule A. Employment and Compensation.

As of the effective date of this Amendment, Schedule A shall be deleted
in its entirety and Schedule A-l, which is attached hereto, shall be
incorporated into the Agreement, and for all purposes of

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the Agreement, the terms
Schedule A shall mean Schedule A-1

5.     Schedule B.
Responsibilities.

As of the effective date of this Amendment, Schedule B shall be deleted in its
entirety and Schedule B-1, which is attached hereto, shall be incorporated
into
the Agreement, and for all purposes of the Agreement, the term Schedule B
shall mean Schedule B-l.

6.     Schedule E. NON SALARY CONSIDERATION (Singapore Domicile)

As of the
effective date of this Amendment, Schedule E shall be deleted in its entirety
and Schedule E-1, which is attached hereto, shall be incorporated into the
Agreement, and for all purposes of the Agreement, the term Schedule E shall
mean Schedule E-l.

7. Miscellaneous. The Agreement shall remain in full force and effect,
subject only to the changes herein specified. The Agreement, as modified by
this
Amendment, constitutes the entire understanding between the parties with
respect
to the subject matter hereof and supersedes any prior understandings and/or
written or oral agreements between them. All references to the Agreement in any
other documents shall mean the Agreement as amended hereby and from time to
time
hereafter in writing. This Amendment shall be governed by the laws of the State
of Texas, without regard to the principles of conflicts of laws of any
jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first above written.

|                                 |  |                        |  |                                      
|-------------------------------- |  | ---------------------- |  | -------------------------------------
|EMPLOYEE:                        |  | EXE
TECHNOLOGIES, INC.
|                                
|/s/ MARK R. WEASERMark R. Weaser |  | By:                    |  | /s/ JOE COWAN                        
|                                
|                                 |  | Title:                 |  | President and Chief Executive Officer

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SCHEDULE A - 1

EMPLOYMENT and COMPENSATION

|                   |  |                                                                                                                                                                                                                     
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Position:          |  | President, Asia/Pacific Operations                                                                                                                                                                                  
|                   |  |                                                                                                                                                                                                                     
|Reporting Manager: |  | President and CEO                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                     
|Start Date:        |  | December 7, 1996                                                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                     
|Effective Date:    |  | January 1, 2003                                                                                                                                                                                                     
|                   |  |                                                                                                                                                                                                                     
|Base Salary:       |  | $225,000 annually                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                     
|BONUS:             |  | Eligible for up to 50% of Base Salary (US
$112,500) based upon written criteria to be
developed by the Reporting Manager and the
Employee; with a minimum guarantee of US
$85,000 annually for 2003, 2004, and 2005.
|                   |  |                                                                                                                                                                                                                     
|Responsibilities:  |  | Job Description attached as Schedule B - 1                                                                                                                                                                          

Initial Stock Option Grant:

An incentive stock option to purchase 75,000 shares of Class B Common Stock of
the Company was granted to the Employee on March 1, 1997. The exercise price is
$.75 per share. The option is 100% vested.

Second Stock Option Grant:

An incentive stock option to purchase 50,000 shares of Class B Common Stock of
the Company was granted to the Employee on September 17, 1997. The exercise
price is $2.00 per share. The option is 100% vested.

Third Stock Option Grant:

An incentive stock option to purchase 9,896 shares of Class B Common Stock of
the Company was granted to the Employee on September 17, 1997. The exercise
price is $2.00 per share. The option is 100% vested.

Fourth Stock Option Grant:

An incentive stock option to purchase 10,000 shares of Class B Common Stock of
the Company was granted to the Employee on February 1, 1998. The exercise price
is $2.00 per share. The vesting is as follows:

(a) 5,000 shares are vested;

(b) 2,500 shares on the third anniversary of the date of grant; and

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(c) 2,500 shares on the fourth anniversary of the date of grant.

Fifth Stock Option Grant:

An incentive stock option to purchase 50,000 shares of Class B Common Stock of
the Company was granted to the Employee on October 1, 1999. The exercise price
is $3.00 per share. The vesting is as follows:

(a) 12,500 shares are vested;

(b) 12,500 shares on the first anniversary of the date of grant;

(c) 12,500 shares on the second anniversary of the date of grant; and

(d) 12,500 shares on the third anniversary of the date of grant.

Sixth Stock Option Grant:

An incentive stock option to purchase 50,000 shares of
Class B Common Stock of the Company was granted to the Employee on January
12, 2000. The exercise price is $3.00 per share. The vesting is as follows:

(a) 12,500 shares on the first anniversary following January 12, 2000;

(b) 12,500 shares on the second anniversary following January 12, 2000;

(c) 12,500 shares on the third anniversary following January 12, 2000; and

(d) 12,500 shares on the fourth anniversary following January 12, 2000.

Seventh Stock Option Grant:

An incentive stock option to purchase 50,000 shares of Class B Common Stock of
the Company was granted to the Employee on August 3, 2000. The exercise price
is
$8.00 per share. The vesting is as follows:

(a) 12,500 shares on the first anniversary following August 3, 2000;

(b) 12,500 shares on the second anniversary following August 3, 2000;

(c) 12,500 shares on the third anniversary following August 3, 2000; and

(d) 12,500 shares on the fourth
anniversary following August 3, 2000.

Note: All share counts and prices for grants one through seven are prior to
EXEs January 2003 7:1 reverse stock split.

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Eighth Stock Option Grant:

An incentive stock option to purchase 75,000 shares of Common Stock of the
Company was granted to the Employee on February 12, 2003. The exercise price
is
$3.91 per share. The vesting is as follows:

(a) 25,000 shares on the first
anniversary date following February 12, 2003;

(b) 25,000 shares on the second
anniversary date following February 12, 2003;

(c) 25,000 shares on the third
anniversary date following February 12, 2003.

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SCHEDULE B-1

RESPONSIBILITIES

JOB DESCRIPTION

As President, Asia Pacific Operations, the Employee will have the following job
responsibilities:



| |  | Full P&L responsibility for the Asia Pacific region including EXEs operations in Australia/New Zealand, Singapore,
Malaysia, India, China, Korea, Japan and our distribution partners in other Asian countries;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Development of a Strategic and Tactical Business Plans for the Asia Pacific;                                                                                                                                    
| 
| |  | Development and management of EXE employees in the Asia Pacific;                                                                                                                                                
| 
| |  | Development and management of EXEs customers, vendors and partners in the Asia Pacific;                                                                                                                        
| 
| |  | Management of the corporate subsidiaries and affiliates located in the Asia Pacific region.                                                                                                                     

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SCHEDULE E-1
NON SALARY CONSIDERATION
(Singapore Domicile)






| |  | 10 paid holidays:
| |  | -----------------



|2. |  | Vacation:  20 days per year
|-- |  | ---------------------------

|                                                                        |  |                                                  
|----------------------------------------------------------------------- |  | -------------------------------------------------
|Medical
Plan  Employer
paid  GP consultations at max. S$40 per visit.
|                                                                        |  | Specialist consultations at max. S$100 per visit.
|                                                                        |  | Total annual
medical claim S$1200.               



|4.  |  | Dental Plan  Employer paid up to S$250 per annum.                                                                                                                                                                                                                                                                                                                                                
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|5.  |  | Term Life Insurance  Current coverage is S$408.000. Will be increased
to S$629,016 upon successful completion of medical test & acceptance by
insurance company.                                                                                                                                                                                                                                 
|   
|    |  | Personal Accident  equal to S$629,016.                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | Long-term
Disability  provides income protection in the event of a long-term
disability, equal to 60% of monthly base salary earnings.                                                                                                                                                                                                                                                           
|   
|6.  |  | Central Provident Fund  Employer and Employee will contribute to
Employees account according to prevailing Singapore Government
guidelines.                                                                                                                                                                                                                                                     
|   
|7.  |  | Tuition Assistance  provides educational reimbursement benefits to
eligible employees.                                                                                                                                                                                                                                                                                                           
|   
|8.  |  | Housing Allowance  The Company shall reimburse the Employee for
housing, utility , and dependent children tuition expenses up to
S$173,000 annually.                                                                                                                                                                                                                                             
|   
|9.  |  | Automobile
Allowance  The Company shall reimburse the Employee for
automobile expenses up to S$26,040 annually.                                                                                                                                                                                                                                                                                  
|   
|10. |  | In the event of Employees relocation to China or other location
other
than Singapore, the parties shall mutually agree to an appropriate
increase in the Housing and Automobile allowances to adjust for
increases, if any, in the Employees cost of living and/or personal tax
liability due to such relocation as compared to Employees current cost
of living and/or personal tax liability.
|   
|11. |  | Annual Trip to Home
Country  Once per year, the Company shall
reimburse Employee for the costs of roundtrip economy class airfare, from the
Employees country of residence to any city in the U.S.A. for Employee,
Employees spouse, and each of Employees dependent children.                                                                                                                

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