**PLEDGE AGREEMENT**

 

             For good and valuable considerationand intending to be legally bound, Mark R. Weaser, a resident of Singapore(herein “Pledgor”) hereby assigns, pledges and grants to EXE Technologies,Inc., a Delaware, U.S.A. corporation with an address of 8787 Stemmons Freeway,Dallas, Texas, U.S.A. 75247 (herein “EXE”), a security interest in the sharesof capital stock of EXE, now owned by or standing in the name of Pledgor, or inwhich Pledgor has a legal or beneficial interest, which are more fullydescribed on Exhibit A attached hereto and made a part hereof (as the same mayfrom time to time be amended in writing by the parties hereto) (hereinafterreferred to as the “Securities,” which Securities together with all additionsthereto, substitutions or exchanges therefor, proceeds thereof and distributions thereon shall be referred tocollectively herein as the “Collateral”), as collateral security for thepayment and performance of all indebtedness, liability and obligations ofPledgor to EXE, whether for principal, interest, fees, expenses or otherwise,arising under that certain Promissory Note, dated the date hereof, made anddelivered by Pledgor and payable to the order of EXE, and any other documents,agreements and instruments executed in connection therewith, including thisAgreement (herein collectively, the “Obligations,” with such agreements,documents and instruments evidencing and documenting the Obligations beingherein referred to collectively as the “Documents”), all on the following termsand conditions:

             1.          Pledgorrepresents, warrants and covenants that:

                           a.          Pledgor has good title to theSecurities free and clear of all liens and encumbrances except the securityinterest created hereby, any restrictions that may be applicable under federaland state securities laws and regulations (collectively, “Securities Laws”),and as described on Exhibit A.

                           b.          The Securities are validly issued,fully paid and non-assessable and are not subject to any contractual or otherrestrictions governing their issuance, transfer, ownership or control, exceptas indicated on the stock certificates for the Securities.

                           c.          Pledgor has delivered to EXEassignment or transfer powers with respect to the Securities duly executed inblank by Pledgor in the form attached hereto as Exhibit B, and this PledgeAgreement and such powers have been duly and validly executed and are bindingand enforceable against Pledgor in accordance with their terms; and the pledgeof the Securities in accordance with the terms hereof creates a valid andperfected first priority security interest in the Securities securing paymentof the Obligations.

             2.          Pledgoragrees not to (i) sell or otherwise dispose of, or grant any option withrespect to, any of the Collateral, or (ii) create or permit to exist any lien,security interest, or other charge or encumbrance upon or with respect to anyof the Collateral, except the security interest under this Agreement.

 

             3.          Priorto the full payment and performance of the Obligations, EXE shall be entitledto receive, as additional Collateral, any and all additional shares of stock orany other property of any kind distributable on or by reason of the Securitiespledged hereunder, whether in the form of or by way of stock dividends,warrants, partial liquidation, conversion, prepayments or redemptions (in wholeor in part), liquidation, or otherwise with the sole exception ofnon-liquidating declared cash dividends or cash interest payments as the casemay be.  If any of such property, otherthan such cash dividends or interest, shall come into the possession or controlof Pledgor, then Pledgor shall hold or control and forthwith transfer anddeliver the same to EXE subject to the provisions hereof.

             4.          Solong as no default has occurred under any of the Obligations or the Documentsand Pledgor is in full compliance with the terms hereof:

                           a.          Pledgor shall be entitled to receiveand retain any non-liquidating cash dividends paid on the Securities pledgedhereunder.

                           b.          Pledgor may exercise all votingrights, if any, pertaining to the Securities for any purpose not inconsistentwith the terms hereof or of the Obligations or the Documents.  In the event the Securities have beentransferred into the name of EXE or a nominee or nominees of EXE prior to default,EXE or its nominee will execute and deliver upon request of Pledgor anappropriate proxy in order to permit Pledgor to vote, if applicable, the same.

             5.          Pledgorshall take all reasonable actions (and execute and deliver from time to timeall instruments and documents) necessary or appropriate or requested by EXE tocontinue the validity, enforceability and perfected status of the pledge ofSecurities hereunder.

             6.          Afterthe occurrence of a default under any of the Obligations or the Documents or ifany representation, warranty or agreement of Pledgor hereunder is breached orproves to be false:

                           a.          EXE may transfer or cause to betransferred any of the pledged Securities into its own or a nominee’s ornominees’ names and may sell or otherwise transfer the pledged Securities atits discretion.

                           b.          EXE shall be entitled to receive andapply in payment of the Obligations any cash dividends, interest or otherpayment on the pledged Securities.

                           c.          EXE shall be entitled to exercise inEXE’s discretion all voting rights, if any, pertaining thereto and inconnection therewith and at the written request of EXE, Pledgor shall executeany appropriate dividend, payment or brokerage orders or proxies.

 

                           d.          Pledgor shall take any actionnecessary, required or requested by EXE, in order to allow EXE fully to enforcethe pledge of the Securities hereunder and realize thereon to the fullestpossible extent, including but not limited to the filing of any claims with anycourt, liquidator or trustee, custodian, receiver or other like person orparty.

                           e.          In consideration of the outstandingprincipal amount of the Obligations, any accrued and unpaid interest thereonand any costs, fees, or expenses incurred by EXE hereunder or thereunder anddue to EXE at the time of the occurrence of an Event of Default (collectively,the “Default Amount”), EXE shall have the right to cancel the number of sharesof the Securities pledged hereunder (or the number of Stock Options equivalentthereto) equal to the Default Amount, divided by the closing price of EXECommon Stock as quoted on the Nasdaq Stock Market on the last trading dayimmediately prior to the date of the Event of Default (rounded up to thenearest whole share).  The remedy providedto EXE in this subparagraph 6.e shall be separate and cumulative with respectto any other remedies provided hereunder, under the Uniform Commercial Code asin effect from time to time in Texas, under any other statute or the common lawor under any of the Documents, and the exercise of the remedy provided underthis subparagraph 6.e shall not limit or prejudice the exercise of any otheravailable rights or remedies.

                           f.           EXE shall have all the rights andremedies granted or available to it hereunder, under the Uniform CommercialCode as in effect from time to time in Texas, under any other statute or thecommon law, or under any of the Documents, including the right to sell thepledged Securities or any portion thereof at one or more public or privatesales upon ten (10) days’ written notice and to bid thereat or purchase anypart or all thereof in its own or a nominee’s or nominees’ names, free andclear of any equity of redemption; and to apply the net proceeds of the sale,after deduction for any expenses of sale, including the payment of all EXE’sreasonable attorneys’ fees in connection with the Obligations and the sale, tothe payment of the Obligations in any manner or order which EXE in its solediscretion may elect, without further notice to or consent of Pledgor andwithout regard to any equitable principles of marshalling or other likeequitable doctrines.

                           g.          EXE may increase, in its solediscretion, but shall not be required to do so, the Obligations by makingadditional advances or incurring expenses for the account of Pledgor deemedappropriate or desirable by EXE in order to protect, enhance, preserve orotherwise further the sale or disposition of the Collateral or any otherproperty EXE holds as security for the Obligations.

             7.          a.          Pledgor recognizes that EXE may beunable to effect a sale to the public of all or part of the Securities byreason of certain prohibitions or restrictions in the Securities Laws, or theprovisions of other federal and state laws, regulations or rulings, but may becompelled to resort to one or more sales to a restricted group of purchaserswho will be required to agree to acquire the Securities for their own account,for investment and not with a view to the further distribution or resalethereof without restriction.  Pledgoragrees that any sale(s) so made may be at prices and on other terms lessfavorable to Pledgor than if the Securities were sold to the public, and thatEXE has no obligation to delay sale of the Securities for period(s) of timenecessary to permit the issuer thereof to register the Securities for sale tothe public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit madeunder the foregoing circumstances shall not be deemed for that reason not tohave been made in a commercially reasonable manner.  Pledgor shall cooperate with EXE and shall satisfy anyrequirements under the Securities Laws applicable to the sale or transfer ofthe Securities by EXE.

 

                           b.          In connection with any sale ordisposition of the Collateral, EXE is authorized to comply with any limitationor restriction, as it may be advised by its counsel, that is necessary ordesirable in order to avoid any violation of applicable law or to obtain anyrequired approval of the purchaser(s) by any governmental regulatory body orofficer and it is agreed that such compliance shall not result in such salebeing considered not to have been made in a commercially reasonable manner, norshall EXE be liable or accountable by reason of the fact that the proceedsobtained at such sale(s) are less than might otherwise have been obtained.

             8.          Pledgorwill pay EXE the amount of any reasonable expenses, including counsel fees andexpenses, incurred by EXE in connection with the failure of Pledgor to performhereunder.

             9.          Pledgorhereby irrevocably submits to the personal and exclusive jurisdiction of thestate courts of the State of Texas for the County of Dallas or the UnitedStates District Court for the Northern District of Texas over any suit, actionor proceeding arising out of or relating to this Pledge Agreement. Pledgorhereby irrevocable waives, to the fullest extent permitted by applicable law,any objection which Pledgor may now have or hereafter have to the laying of thevenue of any such suits, action or proceeding brought in such court and anyclaim that any such suit, action or proceeding brought in such a court has beenbrought in an inconvenient forum. Pledgor agrees that, to the fullest extent permitted by applicable law,a final judgment in any such suit, action, or proceeding brought in such acourt shall be conclusive and binding upon Pledgor, and may be enforced in anycourts in the jurisdiction of which Pledgor is or may be subject by a suit uponsuch judgment.

             10.        ThisPledge Agreement shall be binding upon the successors and assigns of Pledgorand shall inure to the benefit of EXE and its successors and assigns, and shallbe governed as to its validity, interpretation and effect by the laws of theState of Texas, U.S.A., without regard to the conflicts of laws principles ofany jurisdiction; and any terms used herein that are defined in the UniformCommercial Code as enacted in Texas shall have the meanings therein set forth.

 

             11.        IfEXE shall waive any rights or remedies arising hereunder or under anyapplicable law, then such waiver shall not be deemed to be a waiver upon thelater occurrence or recurrence of any of said events.  No delay by EXE in the exercise of any right or remedy providedhereunder or otherwise shall under any circumstances constitute or be deemed tobe a waiver, express or implied, of the same and no course of dealing betweenthe parties hereto shall constitute a waiver of EXE’s rights or remedies.

             12.        Pledgorhereby irrevocably appoints EXE as its attorney-in-fact to execute, deliver andrecord, if appropriate, from time to time any instruments or documents inconnection with the Collateral, in Pledgor’s names upon the occurrence of adefault under any of the Obligations or the Documents.

             13.        ThisPledge Agreement together with the Obligations represents the entireunderstanding of the parties with respect to the subject matter hereof, and nomodification or change herein shall be effective unless contained in a writingsigned by the parties hereto.

             INWITNESS WHEREOF, the parties hereto have executed this Pledge Agreement on this25th day of June, 2001.

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

EXHIBITA

 

             33,333shares(subject to equitable adjustment) of Common Stock, par value $.01 per share, ofEXE Technologies, Inc.

EXHIBITB

 

 

**STOCKPOWER**

 

             FORVALUE RECEIVED and pursuant to the Pledge Agreement dated June __, 2001 betweenthe undersigned and EXE (the “Pledge Agreement”), the undersigned hereby sells,assigns and transfers unto EXE or its successors, the Securities and theCollateral standing in the undersigned’s name on the books of thecorporation(s) that issued the Securities or the Collateral, as the case maybe, represented by certificate(s) number(s) ____________ delivered herewith,and does hereby irrevocably constitute and appoint ______________ asattorney-in-fact, with full power of substitution, to transfer the Securitieson the books of said corporation.  Allcapitalized terms used in this Stock Power but not defined in this Stock Powershall have the meanings ascribed to such terms in the Pledge Agreement.  This Stock Power was executed in conjunctionwith the terms of the Pledge Agreement and may be utilized only in conjunctionwith the terms of the Pledge Agreement.

 

Dated: _________________, 200_

 
|   | PLEDGOR                                       |
|--------|-----------------------------------------------|
|   |                                          |
|   | /s/  Mark Weaser                              |
|   |      (Signature)          |
|   | Mark  R. Weaser                               |
|   |      (Type or Print Name) |

 

**INSTRUCTIONS****:  Please do not fillin ANY blanks other than the signature line.**