EXE TECHNOLOGIES INC
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>7
<FILENAME>a2041775zex-10_11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>

<PAGE>

                              EMPLOYMENT AGREEMENT

                             EXE TECHNOLOGIES, INC.

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is made as of the 9th day of August, 1999 by and
between Michael Burstein, a resident of the State of Texas (the "Employee"), and
EXE Technologies, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company").

     WHEREAS, the Company is engaged in the business of providing supply chain
execution software and related services to the warehouse, distribution and
logistics industries worldwide (the "Business"); and

     WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company for a period of time in the future upon
the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and intending to be legally bound, the parties, subject to the
terms and conditions set forth herein, agree as follows:

     1.       EMPLOYMENT AND TERM. The Company hereby employs the Employee and
the Employee hereby accepts employment with the Company for the position
detailed in Schedule A attached hereto (the "Position"), for the period from
the date of this Agreement until Employee's employment is terminated hereunder
in accordance with Section 8 hereof (the "Term").

     2.       DUTIES. During the Term, the Employee shall serve the Company
faithfully and to the best of his/her ability and shall devote his/her full
time, attention, skill and efforts to the performance of the duties required
by or appropriate for the Position. The Employee shall assume such duties and
responsibilities as may be customarily incident to such a position, and such
additional and other duties as may be assigned to the Employee from time to
time by his/her Reporting Manager, including, without limitation, the duties
and responsibilities set forth in Schedule A attached hereto. The Employee
shall report to the Reporting Manager designated in Schedule A.

     3.       OTHER BUSINESS ACTIVITIES. During the Term, the Employee shall
not, without the prior written consent of the Company in its sole discretion,
directly or indirectly engage in any other business activities or pursuits
whatsoever, except activities in connection with charitable or civic
activities, personal investments and serving as an executor, trustee or in
other similar fiduciary capacity; provided that such activities do not
interfere with his/her performance of his/her responsibilities and obligations
pursuant to this Agreement. Notwithstanding the foregoing, subject to Sections
5-7 hereof and provided that such activities do not unreasonably interfere
with Employee's performance of his responsibilities under this Agreement,
Employee is permitted to work for Sequel Systems, Inc. and its successors
("Sequel") to finalize the sale of Sequel (the "Sequel Sale") pursuant to a
business combination transaction and any related post-sale matters. Employee
has notified Company that he estimates his work on the Sequel Sale will last
for approximately 3-4 weeks from the date hereof.

     4.       COMPENSATION. The Company shall pay the Employee, and the
Employee hereby agrees to accept, as compensation for all services rendered
hereunder and for the Employee's intellectual property covenants and
assignments and covenant not to compete as provided for in Sections 6 and 7
hereof, the compensation set forth in this Section 4.

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                          EMPLOYMENT AGREEMENT



              4.1     SALARY. The Company shall pay the Employee an initial
base salary at the monthly rate detailed in Schedule A attached hereto (the
"Base Salary"). The Base Salary shall be inclusive of all applicable income,
social security and other taxes and charges that are required by law to be
withheld by the Company or are requested to be withheld by the Employee. The
Base Salary shall be withheld and paid in accordance with the Company's normal
payroll practice for its similarly situated employees from time to time in
effect. The Base Salary may be increased from time to time by the Compensation
Committee of the Company in its sole discretion.

              4.2     INCENTIVE COMPENSATION PROGRAM. The Employee shall be
entitled to participate in the Incentive Compensation Plan that has been
established by the Company (the "Incentive Program") based upon the
achievement of written individual and corporate objectives determined jointly
by the Employee and the Reporting Manager annually. The Employee shall be
eligible to receive under the Incentive Compensation Program up to forty
percent (40%). Bonuses under the Incentive Program will be payable quarterly
in accordance with the Company's normal practices.

              4.3     EQUITY PARTICIPATION.

                      (a)     Subject to approval by the Option Committee of
the Board, of whose decision the Company is required to notify Employee within
30 days of the date hereof, the Company shall grant to the Employee an initial
stock option (the "Initial Option") to purchase Forty Thousand (40,000) shares
of the Class B Common Stock, par value $.01 per share, of the Company ("Class
B Common Stock"). The Initial Option shall vest in accordance with the
schedule set forth on SCHEDULE B and shall be an incentive stock option. The
exercise price of the Initial Option shall be the fair market value of the
Class B Common Stock on the date of grant, as determined by the Board. The
Initial Option shall be subject to and in accordance with the provisions of
the Amended and Restated 1997 Stock Option Plan of the Company (the "Plan"),
substantially in the form attached hereto as part of SCHEDULE C.

                      (b)     The Company may grant to the Employee additional
stock options under the Plan as determined by the Option Committee of the
Board from time to time in its sole discretion.

                      (c)     All shares of Class B Common Stock issued under
the Initial Option shall be subject to the terms and provisions of a Stock
Purchase and Restriction Agreement as required by the Plan.

              4.4     FRINGE BENEFITS. The Employee shall be entitled to
participate in any health or dental programs or other non-salary consideration
(disability, vacation, sick leave) as are Company standard. Such programs are
described in Schedule D attached hereto.

              4.5     REIMBURSEMENT OF EXPENSES. The Employee shall be
reimbursed for all normal items of travel and entertainment and miscellaneous
expenses reasonably incurred by him/her on behalf of the Company, provided
that such expenses are documented and submitted to the Company all in
accordance with the reimbursement policies of the Company as in effect from
time to time.

     5.       CONFIDENTIALITY. The Employee recognizes and acknowledges that
the Proprietary Information (as hereinafter defined) is a valuable,
proprietary and unique asset of the Company. As a result, both during the Term
and for a period of five (5) years thereafter, the Employee shall not, without
the prior written consent of the Company, for any reason either directly or
indirectly divulge to any third-party or use for his/her own benefit, or for
any purpose other than the exclusive benefit of the Company, any confidential,
proprietary, business

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                          EMPLOYMENT AGREEMENT



and technical information or trade secrets of the Company or of any subsidiary
or affiliate of the Company (the "Proprietary Information") revealed, obtained
or developed in the course of his/her employment with the Company. Proprietary
Information shall include, but shall not be limited to: the intangible personal
property described in Section 6(b) hereof; any information relating to methods
of production, manufacture and research; hardware and software configurations,
computer codes or instructions (including source and object code listings,
program logic algorithms, subroutines, modules or other subparts of computer
programs and related documentation, including program notation), computer inputs
and outputs (regardless of the media on which stored or located) and computer
processing systems, techniques, designs, architecture, and interfaces; the
identities of, the Company's relationship with, the terms of contracts and
agreements with, the needs and requirements of, and the Company's course of
dealing with, the Company's actual and prospective customers, contractors and
suppliers; and any other materials prepared by the Employee in the course of
his/her employment by the Company, or prepared by any other employee or
contractor of the Company for the Company or its customers (including without
limitation concepts, layouts, flow charts, specifications, know-how, user or
service manuals, plans, sketches, blueprints, costs, business studies, business
procedures, finances, marketing data, methods, plans, personnel information,
customer and vendor credit information); and any other materials that have not
been made available to the general public. Nothing contained herein shall
restrict the Employee's ability to make such disclosures during the course of
his/her employment as may be necessary or appropriate to the effective and
efficient discharge of the duties required by or appropriate for the Position or
as such disclosures may be required by law. Furthermore, nothing contained
herein shall restrict the Employee from divulging or using for his/her own
benefit or for any other purpose any Proprietary Information that is readily
available to the general public so long as such information did not become
available to the general public as a direct or indirect result of the Employee's
breach of this Section 5. Failure by the Company to mark any of the Proprietary
Information as confidential or proprietary shall not affect its status as
Proprietary Information under the terms of this Agreement.

     6.       PROPERTY.

              (a)     All right, title and interest in and to Proprietary
Information shall be and remain the sole and exclusive property of the
Company. During the Term, the Employee shall not remove from the Company's
offices or premises any documents, records, notebooks, files, correspondence,
reports, memoranda or similar materials of or containing Proprietary
Information, or other materials or property of any kind belonging to the
Company unless necessary or appropriate in accordance with the duties and
responsibilities required by or appropriate for the Position and, in the event
that such materials or property are removed, all of the foregoing shall be
returned to his/her proper files or places of safekeeping as promptly as
possible after the removal shall serve its specific purpose. The Employee
shall not make, retain, remove and/or distribute any copies of any of the
foregoing for any reason whatsoever, except as may be necessary in the
discharge of the assigned duties, and shall not divulge to any third person
the nature of and/or contents of any of the foregoing or of any other oral or
written information to which he/she may have access or with which for any
reason he/she may become familiar, except as disclosure shall be necessary in
the performance of the duties. Upon the termination of his/her employment with
the Company, he/she shall return to the Company all originals and copies of
the foregoing then in the possession, whether prepared by the Employee or by
others.

              (b) (i) The Employee acknowledges that all right, title and
interest in and to any and all writings, documents, inventions, discoveries,
computer programs or instructions (whether in source code, object code, or any
other form), algorithms, formulae, plans, memoranda, tests, research, designs,
innovations, systems, analyses, specifications, models, data, diagrams, flow
charts, and/or techniques (whether reduced to written or electronic form or
otherwise) that the Employee creates, makes, conceives, discovers or develops,
either solely or jointly with any other person, at any time during the Term,
whether during working hours or at the Company's facility or at any other time
or location, and whether upon the request or suggestion of the Company or
otherwise, and that relate to or are useful in any way in connection with the
Business now or hereafter carried on by the

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                          EMPLOYMENT AGREEMENT



Company (collectively, "Intellectual Work Product") shall be the sole and
exclusive property of the Company. The Employee shall promptly disclose to the
Company all Intellectual Work Product, and the Employee shall have no claim for
additional compensation for the Intellectual Work Product.

                  (ii) The Employee acknowledges that all the Intellectual
Work Product that is copyrightable shall be considered a work made for hire
under United States Copyright Law. To the extent that any copyrightable
Intellectual Work Product may not be considered a work made for hire under the
applicable provisions of the United States Copyright Law, or to the extent
that, notwithstanding the foregoing provisions, the Employee may retain an
interest in any Intellectual Work Product that is not copyrightable, the
Employee hereby irrevocably assigns and transfers to the Company any and all
right, title, or interest that the Employee may have in the Intellectual Work
Product under copyright, patent, trade secret, trademark and other
intellectual property laws, in perpetuity or for the longest period otherwise
permitted by law, without the necessity of further consideration. The Company
shall be entitled to obtain and hold in its own name all copyrights, patents,
trade secrets, and trademarks with respect thereto.

                  (iii) The Employee shall reveal promptly all information
relating to the Intellectual Work Product to an appropriate officer of the
Company, cooperate with the Company and execute such documents as may be
necessary or appropriate (A) in the event that the Company desires to seek
copyright, patent, trademark or other analogous protection thereafter relating
to the Intellectual Work Product, and when such protection is obtained, to
renew and restore the same, or (B) to defend any opposition proceedings in
respect of obtaining and maintaining such copyright, patent, trademark or
other analogous protection.

                  (iv) In the event that the Company is unable after
reasonable effort to secure the Employee's signature on any of the documents
referenced in Section 6(b)(iii) hereof, whether because of the Employee's
physical or mental incapacity or for any other reason whatsoever, the Employee
hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as the Employee's agent and attorney-in-fact, to act for
and in his/her behalf and stead to execute and file any such documents and to
do all other lawfully permitted acts to further the prosecution and issuance
of any such copyright, patent, trademark or other analogous protection with
the same legal force and effect as if executed by the Employee.

                  (v) The Employee represents that the innovations, designs,
systems, analyses, ideas for marketing programs, and all copyrights, patents,
trademarks and trade names, or similar intangible personal property identified
on Schedule E hereof comprises all of the innovations, designs, systems,
analyses, ideas for marketing programs, and all copyrights, patents,
trademarks and trade names, or similar intangible personal property that the
Employee has made or conceived of prior to the date hereof, and same are
excluded from the operation of the other provisions of this Section 6(b).

     7.        COVENANT NOT TO COMPETE.

               (a)    The Employee shall not, anywhere in the world, during
the Term and for a period of two (2) years thereafter (the "Restricted
Period"), do any of the following directly or indirectly without the prior
written consent of the Company in its sole discretion:

                      (i)     engage or participate, directly or indirectly,
in any business activity competitive with the Business or the business of any
of the Company's subsidiaries or affiliates as conducted during the Term;

                      (ii)    become interested (as owner, proprietor,
promoter, stockholder, lender, partner, co-venturer, director, officer,
employee, agent, consultant or otherwise) in any person, firm, corporation,

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                          EMPLOYMENT AGREEMENT



association or other entity engaged in any business that is competitive with
the Business or of the business of any subsidiary or affiliate of the Company
as conducted during the Term, or become interested in (as owner, stockholder,
lender, partner, co-venturer, director, officer, employee, agent, consultant
or otherwise) any portion of the business of any person, firm, corporation,
association or other entity where such portion of such business is competitive
with the Business of the Company or the business of any subsidiary or
affiliate of the Company as conducted during the Term (notwithstanding the
foregoing, the Employee may hold not more than one percent (1%) of the
outstanding securities of any class of any publicly-traded securities of a
company that is engaged in business activity competitive with the Business or
the business of any of the Company's subsidiaries or affiliates as conducted
during the Term);

                      (iii)   solicit or call on for a purpose competitive
with the Business, either directly or indirectly, any (A) customer with whom
the Company shall have dealt at any time during the two (2) year period
immediately preceding the termination of the Employee's employment hereunder,
or (B) supplier or distributor with whom the Company shall have dealt at any
time during the two (2) year period immediately preceding the termination of
the Employee's employment hereunder;

                      (iv)    influence or attempt to influence any supplier,
distributor, customer or potential customer of the Company to terminate or
modify any written or oral agreement or course of dealing with the Company; or

                      (v)     influence or attempt to influence any person
either (A) to terminate or modify the employment, consulting, agency,
distributorship or other arrangement with the Company, or (B) to employ or
retain, or arrange to have any other person or entity employ or retain, any
person who has been employed or retained by the Company as an employee,
consultant, agent or distributor of the Company at any time during the twelve
(12) month period immediately preceding the termination of the Employee's
employment hereunder.

                  (b) The Employee hereby acknowledges that the limitations as
to time, character or nature and geographic scope placed on his/her subsequent
employment by this Section 7 are reasonable and fair and will not prevent or
materially impair his/her ability to earn a livelihood.

     8.               TERMINATION OF EMPLOYMENT. The Employee's employment
hereunder may be terminated upon the occurrence of any one of the events
described in this Section 8 or pursuant to a non-renewal of the Agreement
under Section 1(b) hereof. Upon termination of the Employee's employment, the
Employee shall be entitled only to such compensation and benefits as described
in this Section 8.

                      8.1     TERMINATION FOR DISABILITY.

                              (a)    In the event of the disability of the
Employee such that the Employee is unable to perform the duties and
responsibilities hereunder to the full extent required by this Agreement by
reasons of illness, injury or incapacity for a period of more than sixty (60)
consecutive days or more than forty-five (45) days, in the aggregate, during
any ninety (90) day period ("Disability"), the Employee's employment hereunder
may be terminated by the Company.

                              (b)    In the event of a termination of the
Employee's employment hereunder pursuant to Section 8.1(a), the Employee will
be entitled to receive all accrued and unpaid (as of the date of such
termination) Base Salary and other forms of compensation and benefits payable
or provided in accordance with the terms of any then existing compensation or
benefit plan or arrangement, including payment prescribed under and disability
or life insurance plan or arrangement in which he/she is a participant or to
which he/she is a party as an employee of the Company; provided that the
Employee has complied with all of his/her obligations under this

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                          EMPLOYMENT AGREEMENT



Agreement and continues to comply with all of his/her surviving obligations
hereunder listed in Section 10. The amounts to be paid to Employee under this
Section 8.1(b) shall be paid in accordance with the Company's normal payroll and
incentive compensation distribution cycle then in effect. Except as specifically
set forth in this Section 8.1(b), the Company shall have no liability or
obligation to the Employee for compensation or benefits hereunder by reason of
such termination.

                      8.2     TERMINATION BY DEATH. In the event that the
Employee dies during the Term, the Employee's employment hereunder shall be
terminated thereby and the Company shall pay to the Employee's executors,
legal representatives or administrators an amount equal to: the accrued and
unpaid portion of the Base Salary and other compensation for the month in
which he/she dies. Except as specifically set forth in this Section 8.2, the
Company shall have no liability or obligation hereunder to the Employee's
executors, legal representatives, administrators, heirs or assigns or any
other person claiming under or through him/her by reason of the Employee's
death, except that the Employee's executors, legal representatives or
administrators will be entitled to receive the payment prescribed under any
death or disability benefits plan in which he/she is a participant as an
employee of the Company, and to exercise any rights afforded under any
compensation or benefit plan then in effect. The amounts to be paid to
Employee under this Section 8.2 shall be paid in accordance with the Company's
normal payroll and incentive compensation distribution cycle then in effect.

                      8.3     TERMINATION FOR CAUSE.

                              (a)    The Company may terminate the Employee's
employment hereunder at any time for "cause" upon written notice to the
Employee. For purposes of this Agreement, "cause" shall mean:

                                     (i)    any material breach by the
Employee of any of his/her obligations under this Agreement;

                                     (ii)   willful failure or inability by
the Employee to perform satisfactorily the duties required by or appropriate
for the Position, as determined by the President of the Company in his sole
discretion;

                                     (iii)  conduct of the Employee involving
any type of disloyalty to the Company or willful misconduct with respect to
the Company, including without limitation fraud, embezzlement, theft or proven
dishonesty in the course of the employment, or any attempt by the Employee to
secure any personal profit related to the Business and the business
opportunities of the Company without the informed prior approval of the Board
of Directors;

                                     (iv)   conviction of a felony or other
criminal act punishable by more than one (1) year in prison;

                                     (v)    commission by the Employee of an
intentional tort or an act involving moral turpitude or constituting fraud; or

                                     (vi)   habitual alcohol or substance
abuse or addiction.

                              (b)    In the event of a termination of the
Employee's employment hereunder pursuant to Section 8.3(a), the Employee shall
be entitled to receive all accrued but unpaid (as of the effective date of
such termination) Base Salary, benefits and bonuses. The amounts to be paid to
Employee hereunder shall be paid in accordance with the Company's normal
payroll and incentive compensation distribution cycle then in effect. All Base
Salary, benefits and bonuses shall cease at the time of such termination,
subject to the terms of any

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                          EMPLOYMENT AGREEMENT



benefit or compensation plan then in force and applicable to the Employee. Any
options to purchase the Company's common stock issued to Employee, including
any vested or unvested portion thereof, shall be canceled at the time of such
termination, and the Employee shall not be entitled to exercise any such
options. Except as specifically set forth in this Section 8.3, the Company
shall have no liability or obligation hereunder by reason of such termination.

                      8.4     TERMINATION WITHOUT CAUSE BY EITHER PARTY.

                              (a)    Either party may terminate the Employee's
employment hereunder during the Term, for any reason, without cause, effective
upon the date designated by the terminating party as follows:

                                     (i)    during the first six (6) months of
the Term, either party may terminated Employee's employment at any time under
this Section 8.4 upon a minimum of three (3) months' written notice to the
other party;

                                     (ii)   after the first six (6) months of
the Term, either party may terminate the Employee's employment at any time
under this Section 8.4 upon a minimum of six (6) months' written notice to the
other party;

                              (b)    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 accrued (as of the effective date of the Employee's
termination) but unpaid Base Salary, benefits and bonuses. The amounts to be
paid to Employee under the preceding sentence shall be paid in accordance with
the Company's normal payroll and incentive compensation distribution cycle
then in effect. In addition, Employee will be eligible to receive a liquidated
termination fee equivalent to: (i) one (1) week's Base Salary for every year
of employment with EXE up to five (5) years; and (ii) two (2) week's Base
Salary for every year of employment with EXE over five (5) years. The amounts
to be paid to Employee under the preceding sentence shall be payable in
accordance with the Company's regular payroll practices 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); provided
that, if the Employee obtains other employment during the period during which
payments are being made following termination, then the Company shall only be
obligated to pay the Employee the difference between the installments provided
for in this Section 8.4 and the salary the Employee shall receive from his/her
new employer during such period of employment. Employee acknowledges that, as
a condition to participation in such severance plan, Employee must complete in
good faith such employee exit forms then in use by the Company at the time
Employee's employment is terminated and acknowledge in writing on such forms
then in use by the Company, Employee's obligations to the Company including,
but not limited to, Employee's obligations with respect to confidentiality and
Company property set forth in Sections 5 and 6 hereof and Employee's
obligations with respect to the Covenant not to Compete set forth in Section 7
hereof. All Base Salary, benefits and bonuses shall cease at the time of such
termination, subject to the terms of any benefit or compensation plan then in
force and applicable to the Employee. Except as specifically set forth in this
Section 8.4, the Company shall have no liability or obligation hereunder by
reason of such termination.

                      8.5.    NON-RENEWAL BY EITHER PARTY.

                      In the event of a non-renewal of the Agreement by EXE
pursuant to Section 1(b) hereof, the Employee shall be eligible to receive an
amount equal to all accrued (as of the effective date of Employee's
termination) but unpaid compensation, benefits and bonuses. The amounts to be
paid to Employee under the preceding sentence shall be paid in accordance with
the Company's normal payroll and incentive compensation distribution cycle
then in effect. In addition, Employee will be eligible to receive: (i) one (1)
week's Base Salary for

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                          EMPLOYMENT AGREEMENT



every year of employment with EXE up to five (5) years; and (ii) two (2) week's
Base Salary for every year of employment with EXE over five (5) years. The
amounts to be paid to Employee under the preceding sentence shall be payable in
accordance with the Company's regular payroll practices in accordance with the
Company's severance payment plan then in effect, if any, at the time the
Employee's employment ceases; provided that, if the Employee obtains other
employment during the period during which payments are being made following
non-renewal, then the Company shall only be obligated to pay the Employee the
difference between the installments provided for in this Section 8.5 and the
salary the Employee shall receive from his/her new employer during such period
of employment. Employee acknowledges that, as a condition to participation in
such severance plan, Employee must complete in good faith such employee exit
forms then in use by the Company at the time Employee's employment is terminated
and acknowledge in writing on such forms then in use by the Company, Employee's
obligations to the Company including, but not limited to, Employee's obligations
with respect to confidentiality and Company property set forth in Sections 5 and
6 hereof and Employee's obligations with respect to the Covenant not to Compete
set forth in Section 7 hereof. All Base Salary, benefits and bonuses shall cease
at the time of such termination, subject to the terms of any benefit or
compensation plan then in force and applicable to the Employee. Except as
specifically set forth in this Section 8.5, the Company shall have no liability
or obligation hereunder by reason of such termination.

                      8.6.    OPTIONS; REPURCHASE OF SHARES.

                      Upon the termination of the Employee's employment
pursuant to Section 8 other than under Sections 8.3, all further vesting on
all stock options and/or restricted stock in the Company held by the Employee
shall immediately cease as of such date and thereafter any vested stock
options shall be exercisable and any restricted stock or other equity
securities held by the Employee shall be subject to repurchase by the Company
in accordance with their respective terms and the terms of any related
agreements between the Company and the Employee.

     9.               REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE EMPLOYEE.

                      (a)     The Employee represents and warrants to the
Company that:

                              (i)    There are no restrictions, agreements or
understandings whatsoever to which the Employee is a party which would prevent
or make unlawful the Employee's execution of this Agreement or the Employee's
employment hereunder, or which is or would be inconsistent or in conflict with
this Agreement or the Employee's employment hereunder, or would prevent, limit
or impair in any way the performance by the Employee of the obligations
hereunder; and

                              (ii)   The Employee has disclosed to the Company
all restraints, confidentiality commitments or other employment restrictions
that he/she has with any other employer, person or entity.

                      (b)     Upon and after his/her termination or cessation
of employment with the Company and until such time as no obligations of the
Employee to the Company hereunder exist, the Employee (i) shall provide a
complete copy of this Agreement to any prospective employer or other person,
entity or association in the Business, with whom or which the Employee
proposes to be employed, affiliated, engaged, associated or to establish any
business or remunerative relationship prior to the commencement thereof and
(ii) shall notify the Company of the name and address of any such person,
entity or association prior to his/her employment, affiliation, engagement,
association or the establishment of any business or remunerative relationship.

     10.              SURVIVAL OF PROVISIONS. The provisions of this Agreement
set forth in Sections 5 through

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                          EMPLOYMENT AGREEMENT



20 hereof shall survive the termination of the Employee's employment hereunder.

     11.              SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the Company and the Employee and his/her
respective successors, executors, administrators, heirs and/or permitted
assigns; provided that neither the Employee nor the Company may make any
assignments of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other parties hereto,
except that, without such consent, the Company may assign this Agreement to
any successor to all or substantially all of its assets and business by means
of liquidation, dissolution, merger, consolidation, transfer of assets, or
otherwise, provided that such successor assumes in writing all of the
obligations of the Company under this Agreement.

     12.              NOTICE. Any notice hereunder by either party shall be
given by personal delivery or by sending such notice by certified mail,
return-receipt requested, or by overnight delivery with a reputable courier
service, or telecopied, addressed or telecopied, as the case may be, to the
other party at its address set forth below or at such other address designated
by notice in the manner provided in this section. Such notice shall be deemed
to have been received upon the date of actual delivery if personally delivered
or, in the case of mailing, two (2) days after deposit with the U.S. mail, or
if by overnight delivery, the date of delivery or, in the case of facsimile
transmission, when confirmed by the facsimile machine report.

                           If to the Employee:

                                    Michael Burstein
                                    Facsimile: 972-503-1433

                           If to the Company:

                                    EXE Technologies, Inc.
                                    8787 Stemmons Freeway
                                    Dallas  TX 75247
                                    Attention: Adam C. Belsky
                                    Facsimile: 214-775-0913

                           with a copy to:

                                    EXE Technologies, Inc.
                                    300 Baldwin Tower Boulevard
                                    Eddystone, PA 19022
                                    Attention: Christopher F. Wright, Esquire
                                    Facsimile: 610-447-1824


     13.              ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains
the entire agreement and understanding of the parties hereto relating to the
subject matter hereof, and merges and supersedes all prior and contemporaneous
discussions, agreements and understandings of every nature between the parties
hereto relating to the employment of the Employee with the Company. This
Agreement may not be changed or modified, except by an agreement in writing
signed by each of the parties hereto.

     14.              WAIVER. The waiver of the breach of any term or
provision of this Agreement shall not

                      Confidential        Page 9 of 16

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                          EMPLOYMENT AGREEMENT



operate as or be construed to be a waiver of any other or subsequent breach of
this Agreement.

     15.              GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the State of Texas, without regard to
the principles of conflicts of laws of any jurisdiction.

     16.              INVALIDITY. If any provision of this Agreement shall be
determined to be void, invalid, unenforceable or illegal for any reason, then
the validity and enforceability of all of the remaining provisions hereof
shall not be affected thereby. If any particular provision of this Agreement
shall be adjudicated to be invalid or unenforceable, then such provision shall
be deemed amended to delete therefrom the portion thus adjudicated to be
invalid or unenforceable, such amendment to apply only to the operation of
such provision in the particular jurisdiction in which such adjudication is
made; provided that, if any provision contained in this Agreement shall be
adjudicated to be invalid or unenforceable because such provision is held to
be excessively broad as to duration, geographic scope, activity or subject,
then such provision shall be deemed amended by limiting and reducing it so as
to be valid and enforceable to the maximum extent compatible with the
applicable laws of such jurisdiction, such amendment only to apply with
respect to the operation of such provision in the applicable jurisdiction in
which the adjudication is made.

     17.              SECTION HEADINGS. The section headings in this Agreement
are for convenience only; they form no part of this Agreement and shall not
affect its interpretation.

     18.              NUMBER OF DAYS. In computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and legal holidays; provided that, if the final day of any time period
falls on a Saturday, Sunday or day which is a legal holiday in Texas, then
such final day shall be deemed to be the next day which is not a Saturday,
Sunday or legal holiday.

     19.              SPECIFIC ENFORCEMENT; EXTENSION OF PERIOD.

                      (a)     The Employee acknowledges that the restrictions
contained in Sections 5, 6, and 7 hereof are reasonable and necessary to
protect the legitimate interests of the Company and its affiliates and that
the Company would not have entered into this Agreement in the absence of such
restrictions. The Employee also acknowledges that any breach by him/her of
Sections 5, 6, or 7 hereof will cause continuing and irreparable injury to the
Company for which monetary damages would not be an adequate remedy. The
Employee shall not, in any action or proceeding to enforce any of the
provisions of this Agreement, assert the claim or defense that an adequate
remedy at law exists. In the event of such breach by the Employee, the Company
shall have the right to enforce the provisions of Sections 5, 6, and 7 of this
Agreement by seeking injunctive or other relief in any court, and this
Agreement shall not in any way limit remedies of law or in equity otherwise
available to the Company.

                      (b)     The periods of time set forth in Sections 5, 6
and 7 hereof shall not include, and shall be deemed extended by, any time
required for litigation to enforce the relevant covenant periods, provided
that the Company is successful on the merits in any such litigation. The "time
required for litigation" is herein defined to mean the period of time
commencing on the earlier of the Employee's first breach of such covenants or
the service of process upon the Employee and ending on the expiration of all
appeals related to such litigation.

     20.              CONSENT TO SUIT. In the case of any dispute under or in
connection with this Agreement, the Employee may only bring suit against the
Company in the Courts of the State of Texas in and for the County of Dallas or
in the Federal District Court for such geographic location. The Employee
hereby consents to the jurisdiction and venue of the courts of the State of
Texas in and for the County of Dallas or the Federal District Court for such
geographic location, provided that such Federal Court has subject matter
jurisdiction over such dispute, and the Employee hereby waives any claim he
may have at any time as to FORUM NON CONVENIENS with

                      Confidential        Page 10 of 16

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                          EMPLOYMENT AGREEMENT



respect to such venue. The Company shall have the right to institute any legal
action arising out of or relating to this Agreement in any appropriate court and
in any jurisdiction. Any judgment entered against either of the parties in any
proceeding hereunder may be entered and enforced by any court of competent
jurisdiction. If an action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, then the prevailing party shall be
entitled to recover, in addition to any other relief, reasonable attorneys'
fees, costs and disbursements.

     21.              COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.



                              EXE TECHNOLOGIES, INC.



                              By:  /s/ Raymond R. Hood
                                   -----------------------------

                              Title: President/CEO
                                     ---------------------------


                              /s/ Michael Burstein
                              ----------------------------------
                              Michael Burstein












                      Confidential        Page 11 of 16

<PAGE>

                             EMPLOYMENT AGREEMENT



                                   SCHEDULE A

                           EMPLOYMENT AND COMPENSATION

POSITION:                           DIRECTOR - CORPORATE FINANCE
REPORTING MANAGER:                  ADAM BELSKY

BASE MONTHLY SALARY:                $12,500.00

DUTIES AND RESPONSIBILITIES:        Analyzes operating results of business and
                                    its units versus approved plans and
                                    objectives; ensures soundness of company's
                                    financial structure:

                                    - Reviews working capital/flow requirements
                                      on a regular basis.
                                    - Negotiates/arranges outside finance, if
                                      necessary.
                                    - Presents operating and capital expenditure
                                      budgets for review and approval by Board.
                                    - Directs and coordinates the establishment
                                      of corporate budgets.
                                    - Provides operating managers with
                                      statistical analyses of operating results
                                      and plans.
                                    - Provides to CFO monthly, quarterly and
                                      annual financial operating reports.
                                    - Through Controller, provides procedures
                                      and systems necessary to maintain proper
                                      financial records and afford adequate
                                      accounting controls and services.
                                    - Through Treasurer, acts as custodian of
                                      funds, securities and assets of the
                                      company, and directs the company's
                                      insurance programs.
                                    - Serves as main conduit of information to
                                      CFO on general economic, business, and
                                      financial conditions, and their impact
                                      on the Company's strategies and
                                      objectives.





                      Confidential        Page 12 of 16

<PAGE>

                              EMPLOYMENT AGREEMENT



                                   SCHEDULE B

                             OPTION VESTING SCHEDULE

INITIAL OPTION:

(a)  10,000 shares on the first anniversary of the date of the Grant.

(b)  10,000 shares on the second anniversary of the date of the Grant.

(c)  10,000 shares on the third anniversary of the date of the Grant.

(d)  10,000 shares on the fourth anniversary of the date of the Grant.


























                      Confidential        Page 13 of 16

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                              EMPLOYMENT AGREEMENT





                                   SCHEDULE C

                             EXE TECHNOLOGIES, INC.
     AMENDED AND RESTATED 1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

[A COPY OF THE PLAN WITH EXHIBITS WILL BE SUPPLIED TO THE EMPLOYEE IF AND WHEN
THE OPTIONS REFERENCED IN THE AGREEMENT ARE GRANTED.]




















                      Confidential        Page 14 of 16

<PAGE>

                              EMPLOYMENT AGREEMENT



                                   SCHEDULE D

                            NON SALARY CONSIDERATIONS

1.   Paid holidays in accordance with Company's holiday schedule:

2.   Vacation:


<TABLE>
<CAPTION>

          Years of continuous service              No. of Days Vacation
          ---------------------------              --------------------
          <S>                                      <C>
          1 month but less than 3 years......      1 day per month accrued
          3 years but less than 10...........      17 days per year accrued
          10 years and over..................      22 days per year accrued

</TABLE>

3.   Medical Plan - Employer/Employee paid.

4.   Dental Plan - Employer/Employee paid.

5.   Life Insurance/AD&D - equal to $50,000 - Employer paid.

6.   Voluntary Term Life Insurance

7.   Vision plan - Employer paid - provides 20% to 60% discount on all vision
     services.

8.   Flexible Benefit Plan - enables employees to set aside pre-tax dollars for
     the reimbursement of certain qualified expenses.

9.   Short-term Disability - Employer paid - provides salary continuation to
     regular, full-time employees who are unavoidably absent from work due to
     personal illness, injury or pregnancy.

10.  Long-term Disability - Employer paid - provides income protection in the
     event of a long-term disability, equal to 60% of basic monthly earnings.

11.  401(k) Plan - permits deferral of pre-tax dollars up to 15% of salary.
     Company matches 100% of first 5% contribution.

12.  Tuition Assistance - provides educational reimbursement benefits to
     eligible employees.

    EXETECHNOLOGIES RESERVES THE RIGHT TO, AT ANY TIME, ADD TO, MODIFY, REVOKE,
       SUSPEND, TERMINATE OR CHANGE ANY OR ALL BENEFIT PLANS WITHOUT NOTICE.




                      Confidential        Page 15 of 16

<PAGE>

                              EMPLOYMENT AGREEMENT



                                   SCHEDULE E

                                PRIOR INVENTIONS

NONE.


























                      Confidential        Page 16 of 16




</TEXT>
</DOCUMENT>
