**EXE TECHNOLOGIES, INC.**

FIRST AMENDMENT TOAMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

             ThisFirst Amendment to Amended and Restated Employment Agreement (this “Amendment”)is dated this 25th day of June, 2001 by and between Mark R. Weaser (the“Employee”) and EXE Technologies, Inc. (the “Company”) and amends that certainAmended and Restated Employment Agreement dated as of October 18, 2000 (the“Agreement”) between the Employee and the Company.

             WHEREAS, the parties desire toamend the Agreement to reflect certain changes, in accordance with the termsand conditions set forth below.

             NOW, THEREFORE, in consideration ofthe 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 Amendmentshall have the same meaning as those contained in the Agreement unlessotherwise defined herein.

             2.          Section4.6.  A new Section 4.6 is herebyadded as follows:

4.6.       Loan.  The Company shall loan the Employee Two Hundred Thousand Dollars($200,000.00) (the “Loan”), evidenced by a promissory note substantially in theform attached hereto as Schedule F.  TheLoan shall become due and payable in full upon the fourth anniversary of theLoan and interest shall be payable annually at a rate of eight and one halfpercent (8.5%); provided, however, that notwithstanding any other provisions ofthis Agreement to the contrary, in the event that the Employee’s employmentwith the Company is terminated due to death or Disability (as hereinafterdefined) or by the Company without cause, then the unpaid amount thereof shallbe forgiven by the Company. As security for the Loan, the Employee shall enterinto a Stock Pledge Agreement in the form attached as Schedule G heretopursuant to which the Employee shall pledge to the Company 33,333 shares of theCommon Stock of the Company.  The Loanis being made to facilitate the Employee’s other financial commitments and notto purchase any additional capital stock of the Company.

             3.          Section8.6.  A new Section 8.6 is herebyadded as follows:

8.6        Loan Forgiveness.  In the event of a termination of theEmployee’s employment due to death or Disability or by the Company withoutcause, then the outstanding amounts of the Loan will be forgiven, in addition tothe Employee receiving the consideration set forth in Sections 8.1(b), 8.2,8.4(b) and 8.5 hereof, as appropriate.

 

             4.          Miscellaneous.  The Agreement shall remain in full force andeffect, subject only to the changes herein specified.  The Agreement, as modified by this Amendment, constitutes theentire understanding between the parties with respect to the subject matterhereof and supersedes any prior understandings and/or written or oralagreements between them.  All referencesto the Agreement in any other documents shall mean the Agreement as amendedhereby and from time to time hereafter in writing.  This Amendment shall be governed by the laws of the State ofTexas, without regard to the principles of conflicts of laws of anyjurisdiction.

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

| EMPLOYEE:             |   | EXE  TECHNOLOGIES, INC. |
|-----------------------|--------|-------------------------|
|                  |   |                    |
| /s/  Mark Weaser |   | By:                     |   /s/ Christopher F. Wright |
| Mark  R. Weaser       |   |                    |
|                  |   | Title:                  |   SVP – Administration |