EXE TECHNOLOGIES INC
EX 10-2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a2048352zex-10_2.txt
<DESCRIPTION>EX 10-2
<TEXT>

<PAGE>

                                                                  Exhibit 10.2

                                                                EXECUTION COPY

                             EXE TECHNOLOGIES, INC.

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement, dated as of January 25, 2001 (this
"Agreement"), is entered into by and among EXE Technologies, Inc., a Delaware
corporation (the "Company"), and the individuals and entities named on the
signature pages hereto (the "Stockholders").

                                    RECITALS

         WHEREAS, the Company has entered into that certain Agreement and Plan
of Merger, of even date herewith (the "Merger Agreement"), with Almond
Acquisition Corp., a wholly-owned subsidiary of the Company ("Almond Acquisition
Corp.") and AllPoints Systems, Inc. ("AllPoints"), whereby Almond Acquisition
Corp. will merge with and into AllPoints resulting in AllPoints being the
surviving corporation and a wholly-owned subsidiary of the Company (the
"Merger");

         WHEREAS, pursuant to the Merger Agreement, the Stockholders have become
stockholders of the Company; and

         WHEREAS, the Company and the Stockholders desire to provide for certain
arrangements with respect to the registration of shares of common stock of the
Company, par value $0.01 per share (the "Common Stock"), under the Securities
Act of 1933 (the "Securities Act").

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

1.       REGISTRATION RIGHTS

         1.1      S-3 REGISTRATION. As soon as practicable after the Company is
eligible to file a registration statement on Form S-3 under the Securities Act,
the Company shall file with the United States Securities and Exchange Commission
(the "SEC" or the "Commission"), a registration statement (the "S-3 Registration
Statement") on Form S-3 covering the resale to the public by the Stockholders of
such number of shares of the Company's Common Stock equal to: (x) 50% of the
Stockholder's Merger Shares (as defined below), less (y) such number of Merger
Shares, if any, that have been registered pursuant to Section 1.3 hereof. The
S-3 Registration Statement shall not be in the form of a firm commitment
underwritten offering. The Company shall use its best efforts, to the extent
commercially reasonable ("Reasonable Best Efforts") to become eligible to file a
registration statement on Form S-3 under the Securities Act and to cause the S-3
Registration Statement to be declared effective by the SEC as soon as
practicable and to remain effective until the date that is one year after the
date hereof or such earlier time as all of such Merger Shares covered by the S-3
Registration Statement have been sold pursuant thereto. For purposes of this
Agreement, "Merger Shares" shall mean the total number of shares of Common Stock
such Stockholder received at the effective time of the Merger (as may be
adjusted from time to time by stock splits, stock dividends and the like and
including any shares held in escrow).

<PAGE>

         1.2      LIMITATIONS ON S-3 REGISTRATION; RESALES TO THE PUBLIC.

                  (a)      The Company may, by written notice to the
Stockholders, (i) delay the filing or effectiveness of the S-3 Registration
Statement or (ii) suspend the S-3 Registration Statement after effectiveness and
require that the Stockholders immediately cease sales of shares pursuant to the
S-3 Registration Statement, in the event that (A) the Company intends to file a
registration statement (other than a registration statement on Form S-8 or its
successor form) with the SEC for a public offering of its securities; (B) the
Company is engaged in any activity or transaction or preparations or
negotiations for any activity or transaction that the Company desires to keep
confidential for business reasons, if the Company determines in good faith that
the public disclosure requirements imposed on the Company under the Securities
Act in connection with the S-3 Registration Statement would require disclosure
of such activity, transaction, preparations or negotiations; (C) the Company
becomes aware of the existence of a material misstatement or omission in the S-3
Registration Statement; or (D) the Company determines in good faith that the
filing or non-suspension of the S-3 Registration Statement would adversely
affect the Company.

                  (b)      If the Company delays or suspends the S-3
Registration Statement or requires the Stockholders to cease sales of shares
pursuant to Section 1.2(a) above, the Company shall, as promptly as practicable
following the termination of the circumstance which entitled the Company to do
so, take such actions as may be necessary to file or reinstate the effectiveness
of the S-3 Registration Statement and give written notice to all Stockholders
authorizing them to resume sales pursuant to the S-3 Registration Statement. If
as a result thereof the prospectus included in the S-3 Registration Statement
has been amended to comply with the requirements of the Securities Act, the
Company shall enclose such revised prospectus with the notice to the
Stockholders given pursuant to this Section 1.2(b), and the Stockholders shall
make no offers or sales of shares pursuant to the S-3 Registration Statement
other than by means of such revised prospectus.

                  (c)      The Company shall have the right to delay the filing
or effectiveness of the S-3 Registration Statement or suspend the S-3
Registration Statement and require that the Stockholders cease sales of shares
pursuant to the S-3 Registration Statement in accordance with this Section 1.2
for not more than an aggregate of 120 days.

         1.3      INCIDENTAL REGISTRATION.


                  (a)      At any time prior to the first anniversary of the
date hereof, if the Company proposes to file a registration statement under the
Securities Act with respect to an offering by the Company for its own account
(other than a registration statement filed on Form S-8 or Form S-4 or any
successor form thereto), it will, prior to such filing, give written notice to
each of the Major Stockholders (as defined below) of its intention to do so, and
such notice shall describe the proposed registration and distribution and offer
each Major Stockholder the opportunity to register such number of shares of the
Company's Common Stock equal to: (x) 50% of such Major Stockholder's Merger
Shares, less (y) such number of Merger Shares, if any, that have been registered
pursuant to Section 1.1 hereof. For purposes of this Agreement, "Major
Stockholders" shall mean Bruce E. Welty, Michael Johnson and Matthew Bilodeau,
with respect to a registration statement under the Securities Act filed with the
SEC prior to May 1,

                                     -2-

<PAGE>

2001, and "Major Stockholder" shall mean all of the Stockholders with respect
to a registration statement under the Securities Act filed with the SEC on or
after May 1, 2001. Upon the written request of a Major Stockholder given
within 10 days after the Company provides such notice, the Company shall use
its Reasonable Best Efforts to cause the shares which the Company has been
requested by such Major Stockholder to register under this Section 1.3(a) to
be registered under the Securities Act to the extent necessary to permit their
sale or other disposition on the same terms and conditions as the securities
of the Company included in the registration statement; provided that the
Company shall have the right, in its sole discretion and without limitation,
to postpone, suspend or withdraw any registration effected pursuant to this
Section 1.3 without obligation to any Major Stockholder. Notwithstanding any
provision contained in this Agreement to the contrary, a Major Stockholder may
not elect to withdraw any shares which such Major Stockholder requested to be
registered under this Section 1.3(a) under the Securities Act.

                  (b)      If the registration for which the Company gives
notice pursuant to Section 1.3(a) is a registered public offering involving an
underwriting, the Company shall so advise the Major Stockholders as a part of
the written notice given pursuant to Section 1.2(a). In such event, the right of
any Major Stockholder to include its Merger Shares in such registration pursuant
to Section 1.3(a) shall be conditioned upon such Major Stockholder's
participation in such underwriting on the terms set forth herein. All Major
Stockholders proposing to distribute their securities through such underwriting
shall (i) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for the underwriting by the Company,
provided that such underwriting agreement shall not provide for indemnification
or contribution on the part of the Major Stockholders that is materially greater
than the obligations of the Major Stockholders set forth herein, and (ii) if
requested by the Company, hereby agree not to sell or otherwise transfer or
dispose of any Merger Shares or other securities of the Company held by such
Stockholder (other than Merger Shares to be registered pursuant to this Section
1.3) during the period beginning as early as the date a registration statement
is filed with the SEC with respect to any such Merger Shares and ending on a
date that is not more than 180 days following the effective date of such
registration statement. Notwithstanding any other provision of this Section 1.3,
if the managing underwriter determines that the inclusion of all shares
requested to be registered would adversely affect the offering, the Company may
limit the number of shares to be included in the registration and underwriting.
The Company shall so advise all Major Stockholders requesting registration, and
the number of shares that are entitled to be included in the registration and
underwriting shall be allocated in the following manner. The securities of the
Company held by holders other than the Major Stockholders and the Other Holders
(as defined below) shall be excluded from such registration and underwriting to
the extent deemed advisable by the managing underwriter, and, if a further
limitation on the number of shares is required, the securities of the Company
held by the Major Stockholders shall be excluded from such registration and
underwriting to the extent deemed advisable by the managing underwriter,
provided that the number of Merger Shares permitted to be included therein, if
any, shall be allocated among all Major Stockholders requesting registration in
proportion, as nearly as practicable, to the respective number of Merger Shares
held by them at such time. For purposes of this Agreement, "Other Holder" shall
mean any holder of a right existing as of the date of this Agreement to require
the Company to register securities of the Company under the Securities Act.

                                     -3-

<PAGE>

                  (c)      The Company's obligations with respect to each Major
Stockholder under this Section 1.3 shall terminate on the date that is one year
after the date hereof or such earlier time as 50% of the Merger Shares held by
such Major Stockholder on the date hereof have been sold, pursuant to the S-3
Registration Statement and/or the Piggy-Back Registration Statement (as defined
below).

         1.4      REGISTRATION PROCEDURES.

                  (a)      If and whenever the Company is required to use its
Reasonable Best Efforts to effect the registration of Merger Shares pursuant to
the S-3 Registration Statement or a registration statement under Section 1.3 (a
"Piggy-Back Registration Statement") registering Merger Shares, the Company
shall:

                           (i)      file with the Commission the S-3
Registration Statement or Piggy-Back Registration Statement with respect to such
Merger Shares and use its Reasonable Best Efforts to cause that registration
statement to become effective as soon as practicable;

                           (ii)     as soon as practicable prepare and file with
the Commission any amendments and supplements to the S-3 Registration Statement
or Piggy-Back Registration Statement and the prospectus included in such
registration statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus (the
"Prospectus"), as may be necessary to comply with the provisions of the
Securities Act (including the anti-fraud provisions thereof) and to keep the S-3
Registration Statement effective until the date that is one year after the date
hereof or such earlier time as all of the Merger Shares covered by the S-3
Registration Statement have been sold pursuant thereto;

                           (iii)    as soon as practicable furnish to each
Stockholder whose Merger Shares are included in such S-3 Registration Statement
or Piggy-Back Registration Statement (each, a "Selling Stockholder") such
reasonable numbers of copies of the Prospectus, including any preliminary
Prospectus, in conformity with the requirements of the Securities Act, and such
other documents as such Selling Stockholder may reasonably request in order to
facilitate the public sale or other disposition of the Merger Shares owned by
such Selling Stockholder;

                           (iv)     as soon as practicable use its Reasonable
Best Efforts to register or qualify the Merger Shares covered by the S-3
Registration Statement or Piggy-Back Registration Statement under the securities
or Blue Sky laws of such states as the Selling Stockholders shall reasonably
request, and do any and all other related acts and things that may be reasonably
necessary or desirable to enable the Selling Stockholders to consummate the
public sale or other disposition in such states of the Merger Shares owned by
the Selling Stockholder and covered by such registration statement; PROVIDED,
HOWEVER, that the Company shall not be required in connection with this
paragraph (iv) to qualify as a foreign corporation or execute a general consent
to service of process in any jurisdiction;

                                     -4-

<PAGE>

                           (v)      as soon as practicable, cause all such
Merger Shares to be listed on each securities exchange or automated quotation
system on which similar securities issued by the Company are then listed;

                           (vi)     promptly provide a transfer agent and
registrar for all such Merger Shares not later than the effective date of such
registration statement; and

                           (vii)    as soon as practicable, notify each Selling
Stockholder, promptly after it shall receive notice thereof, of the time when
such S-3 Registration Statement or Piggy-Back Registration Statement has become
effective or a supplement to any Prospectus forming a part of such registration
statement has been filed.

                  (b)      If the Company has delivered preliminary or final
prospectuses to the Stockholders or Major Stockholders and after having done so
the prospectus is required to be amended or supplemented to comply with the
requirements of the Securities Act, the Company shall promptly notify the
Stockholders or Major Stockholder, as applicable, and, if requested by the
Company, the Stockholders and/or Major Stockholders, as applicable, shall
immediately cease making offers or sales of shares under the Stockholder
Registration Statement and Piggy-Back Registration Statement, as applicable, and
return all prospectuses to the Company. The Company shall promptly provide the
applicable Stockholders and Major Stockholders with revised or supplemented
prospectuses and, following receipt of the revised or supplemented prospectuses,
the Stockholders and Major Stockholders shall be free to resume making offers
and sales under the S-3 Registration Statement or Piggy-Back Registration
Statement, as the case may be.

         1.5      EXPENSES. The Company will pay all expenses incurred by it in
complying with its obligations under this Agreement, including all registration
and filing fees, exchange listing fees, fees and expenses of counsel for the
Company, fees and expenses of accountants for the Company, and the reasonable
fees and expenses of any one counsel retained by the Stockholders in connection
with the S-3 Registration Statement, but excluding any brokerage fees, selling
commissions or underwriting discounts incurred by the Stockholders and Major
Stockholders in connection with sales under the S-3 Registration Statement or a
Piggy-Back Registration Statement.

         1.6      REQUIREMENTS OF STOCKHOLDERS. Each holder of Merger Shares
included in any registration agrees:

                  (a)      to comply with the prospectus delivery requirements
of the Securities Act and Regulation M under the Securities Exchange Act of
1934, as amended, in connection with any sale of the Merger Shares and to
deliver no Prospectus in connection with such sales other than as provided under
Section 1.4 above;

                  (b)      to report to the Company sales made pursuant to the
S-3 Registration Statement or a Piggy-Back Registration Statement; and

                  (c)      to furnish to the Company such information regarding
such holder and the distribution proposed by such holder as the Company may
reasonably request in writing.

                                     -5-

<PAGE>

         1.7      INDEMNIFICATION AND CONTRIBUTION.

                  (a)      In the event of any registration of any of the Merger
Shares under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Stockholder, each underwriter of such
Merger Shares, and each other person, if any, who controls such Selling
Stockholder or underwriter within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act") against any
losses, claims, damages, expenses or liabilities to which such Stockholder,
underwriter or controlling person may become subject by reason of any untrue
statement of a material fact contained in the S-3 Registration Statement or
Piggy-Back Registration Statement, as the case may be, or any omission to state
therein a fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages, expenses
or liabilities arise out of or are based upon information furnished to the
Company, in writing, by or on behalf of a Stockholder, underwriter or
controlling person specifically for use in the S-3 Registration Statement or
Piggy-Back Registration Statement.

                  (b)      In the event of any registration of any of the Merger
Shares under the Securities Act pursuant to this Agreement, each Selling
Stockholder, severally and not jointly, will indemnify and hold harmless the
Company, each of its officers and directors and each underwriter and each person
who controls the Company or any such underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages,
expenses or liabilities, joint or several, to which the Company, such directors
and officers, underwriter or controlling person may become subject by reason of
any untrue statement of a material fact contained in the S-3 Registration
Statement or Piggy-Back Registration Statement, as the case may be, or any
omission to state therein a fact required to be stated therein or necessary to
make the statements therein not misleading, insofar as such losses, claims,
damages, expenses or liabilities arise out of or are based upon information
furnished in writing to the Company by or on behalf of such Selling Stockholder
specifically for use in the S-3 Registration Statement or Piggy-Back
Registration Statement; provided, however, that the obligations of a Selling
Stockholder hereunder shall be limited to an amount equal to the net proceeds to
such Selling Stockholder of Merger Shares sold in connection with such
registration.

                  (c)      Each party entitled to indemnification under this
Section 1.7 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; PROVIDED, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld or delayed); and, PROVIDED, FURTHER, that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1.7 except to the
extent that the Indemnifying Party is adversely affected by such failure. The
Indemnified Party may participate in such defense at such party's expense;
PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate (i) under applicable standards of
professional conduct, (ii) due to actual or potential differing interests
between the Indemnified Party and any other party represented by such counsel in
such proceeding or (iii) because there may be one or

                                     -6-

<PAGE>

more legal defenses available to the Indemnified Party which are different
from or additional to those available to the Indemnifying Party; PROVIDED
FURTHER that in no event shall the Indemnifying Party be required to pay the
expenses of more than one law firm per jurisdiction as counsel for the
Indemnified Party. The Indemnifying Party also shall be responsible for the
expenses of such defense if the Indemnifying Party does not elect to assume
such defense. No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect of such
claim or litigation, and no Indemnified Party shall consent to entry of any
judgment or settle such claim or litigation without the prior written consent
of the Indemnifying Party, which consent shall not be unreasonably withheld.

                  (d)      In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in this
Section 1.7 is due in accordance with its terms but for any reason is held to be
unavailable to an Indemnified Party in respect to any losses, claims, damages
and liabilities referred to herein, then the Indemnifying Party shall, in lieu
of indemnifying such Indemnified Party, contribute to the amount paid or payable
by such Indemnified Party as a result of such losses, claims, damages or
liabilities to which such party may be subject in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Stockholders on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and the
Stockholders shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of material fact related to information
supplied by the Company or the Stockholders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Stockholders agree that it would not
be just and equitable if contribution pursuant to this Section 1.7 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph of Section 1.7, (a) in no case
shall any one Selling Stockholder be liable or responsible for any amount in
excess of the net proceeds received by such Selling Stockholder from the
offering of Merger Shares and (b) the Company shall be liable and responsible
for any amount in excess of such proceeds; PROVIDED, HOWEVER, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section
1.7, notify such party or parties from whom contribution may be sought, but the
omission so to notify such party or parties from whom contribution may be sought
shall not relieve such party from any other obligation it or they may have
thereunder or otherwise under this Section 1.7. No party shall be liable for
contribution with respect to any action, suit, proceeding or claim settled
without its prior written consent, which consent shall not be unreasonably
withheld.

         2.       TRANSFERS OF RIGHTS. This Agreement, and the rights and
obligations of each Stockholder hereunder, may be not be transferred or assigned
except in connection with the transfer of some or all of his, her or its Merger
Shares to a child or spouse, or trust for their

                                     -7-

<PAGE>

benefit or, in the case of a partnership, to the partners of such partnership
pursuant to a pro rata distribution, PROVIDED each such transferee agrees in a
written instrument delivered to the Company to be bound by the provisions of
this Agreement.

         3.       CONFIDENTIALITY OF NOTICES. Each Stockholder receiving any
written notice from the Company regarding the Company's plans to file a
registration statement under the Securities Act shall treat such notice
confidentially and shall not disclose such information to any person other than
as necessary to exercise its rights under this Agreement.

         4.       GENERAL.

                  (a)      SEVERABILITY. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.

                  (b)      SPECIFIC PERFORMANCE. In addition to any and all
other remedies that may be available at law in the event of any breach of this
Agreement, the Company and each Stockholder shall be entitled to specific
performance of the agreements and obligations of the Company and the
Stockholders hereunder, as applicable, and to such other injunctive or other
equitable relief as may be granted by a court of competent jurisdiction.

                  (c)      GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Delaware
(without reference to the conflicts of law provisions thereof).

                  (d)      NOTICES. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be deemed
delivered (i) two business days after being sent by registered or certified
mail, return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing
next business day delivery, in each case to the intended recipient as set forth
below:

         If to the Company, at 8787 Stemmons Freeway, Dallas, Texas 75247,
Attention: Chief Financial Officer, or at such other address or addresses as may
have been furnished in writing by the Company to the Stockholders, with a copy
to (i) Mark G. Borden, Esquire, Hale and Dorr LLP, 60 State Street, Boston, MA
02109 and (ii) EXE Technologies, Inc., 300 Baldwin Tower Boulevard, Eddystone,
Pennsylvania 19022, Attention: General Counsel; or

         If to a Stockholder, at his or its address set forth on EXHIBIT A, or
at such other address or addresses as may have been furnished to the Company in
writing by such Stockholder, with a copy to Harry A. Hanson, III, P.C., Choate
Hall & Stewart, Exchange Place, 53 State Street, Boston, MA 02109.

         Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or electronic
mail), but no such notice, request, consent or other communication shall be
deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Any party may change the address to which
notices,

                                     -8-

<PAGE>

requests, consents or other communications hereunder are to be delivered by
giving the other parties notice in the manner set forth in this Section.

                  (e)      COMPLETE AGREEMENT. This Agreement and the Merger
Agreement constitutes the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings relating to such subject matter.

                  (f)      AMENDMENTS AND WAIVERS. Any term of this Agreement
may be amended or terminated and the observance of any term of this Agreement
may be waived with respect to all parties to this Agreement (either generally or
in a particular instance and either retroactively or prospectively), with the
written consent of the Company and the holders of at least a majority of the
shares of the Company's Common Stock held by all of the Stockholders; provided,
however, that the provisions of Section 1.3 may be amended, waived or terminated
only with the written consent of the Company and the holders of at least a
majority of the shares of the Company's Common Stock held of record by Bruce E.
Welty, Michael Johnson and Matthew Bilodeau. No waivers of or exceptions to any
term, condition or provision of this Agreement, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.

                  (g)      PRONOUNS. Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.

                  (h)      COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, and all of which together shall constitute one and the same
document. This Agreement may be executed by facsimile signatures.

                  (i)      SECTION HEADINGS. The section headings are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.









                  [Remainder of Page Intentionally Left Blank]




                                     -9-

<PAGE>

         Executed as of the date first written above.

                              COMPANY:


                              EXE TECHNOLOGIES, INC.


                              By:  /s/ Raymond R. Hood
                                   ---------------------------------------------
                                Name:  Raymond R. Hood
                                Title:  President and CEO


                              STOCKHOLDERS:


                              /s/ Matthew J. Bilodeau
                              --------------------------------------------------
                              Matthew Bilodeau



                              /s/ Paul F. Carmichael
                              --------------------------------------------------
                              Paul Carmichael



                              /s/ David M. Habib
                              --------------------------------------------------
                              David Habib



                              /s/ Glenn D. House, Sr.
                              --------------------------------------------------
                              Glenn D. House, Sr.


                              GLENN D. HOUSE, JR. TRUST


                              By:  /s/ John E. Rychlik
                                   ---------------------------------------------
                                Name:  John E. Rychlik
                                Title:  Trustee


                              KRISTEN HOUSE TRUST


                              By:  /s/ John E. Rychlik
                                   ---------------------------------------------
                                   Name:  John E. Rychlik
                                   Title:  Trustee



                              /s/ Bernard J. Hydock
                              --------------------------------------------------
                              Bernard Hydock



                              /s/ Michael Johnson
                              --------------------------------------------------
                              Michael Johnson



                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
<PAGE>


                              /s/ John R. Kennedy
                              --------------------------------------------------
                              John Kennedy


                              /s/ Jean-Pierre Leger
                              --------------------------------------------------
                              Jean-Pierre Leger



                              /s/ John Perry
                              --------------------------------------------------
                              John Perry



                              /s/ Christopher Wall
                              --------------------------------------------------
                              Christopher Wall


                              ASA P. WELTY TRUST


                              By:  /s/ William A. Lowell  /s/ Rachel L.P. Welty
                                   ---------------------------------------------
                                Name:  William A. Lowell/Rachel L.P. Welty
                                Title:  Trustee/Trustee



                              /s/ Bruce Welty
                              --------------------------------------------------
                              Bruce E. Welty



                              /s/ Russell T. Welty
                              --------------------------------------------------
                              Russell Welty

















                                     -2-

<PAGE>

                             EXE TECHNOLOGIES, INC.

                          REGISTRATION RIGHTS AGREEMENT
                           COUNTERPART SIGNATURE PAGE

         IN WITNESS WHEREOF, the undersigned hereby executes this Agreement as
of the date first above written.



                               HIGHGROUND, INC.


                               By:  /s/ illegible signature
                                    --------------------------------------------
                               Name:  illegible
                               Title:  President






























                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT


</TEXT>
</DOCUMENT>
