Negative Pledge Agreement

EXHIBIT 10.18

NEGATIVE PLEDGE AGREEMENT

This Negative Pledge Agreement is made as of October 18, 2002 by and between EXE Technologies, Inc. ("Borrower") and SILICON VALLEY BANK ("Bank").

In connection with, among other documents, the loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows:

1. Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber (other than in favor of Bank, Permitted Liens and otherwise permitted under the Loan Documents) any of Borrower's intellectual property, including, without limitation, the following:

a. Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held; ...