UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM F-X

           APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

A.   Name of issuer or person filing ("Filer"): The Descartes Systems Group Inc.

B.   This is

         [X] an original filing for the Filer
         [ ] an amended filing for the Filer

C.   Identify the filing in conjunction with which this Form is being filed:

         Name of registrant: The Descartes Systems Group Inc.
         Form type: Schedule 13E-4F
         File Number (if known): Not available
         Filed by: The Descartes Systems Group Inc.
         Date Filed (if filed concurrently, so indicate): Filed concurrently

D.   The Filer is incorporated or organized under the laws of Province of
     Ontario and has its principal place of business at:

     120 Randall Drive
     Waterloo, Ontario
     Canada N2V 1C6
     (519) 746-6114

E.   The Filer designates and appoints Descartes Systems (USA) LLC ("Agent")
     located at 1745 Phoenix Blvd., Suite 470, Atlanta, Georgia 30349-5534,
     (770) 996-8109, Attention: General Counsel, as the agent of the Filer upon
     whom may be served any process, pleadings, subpoenas, or other papers in:

     (a) any investigation or administrative proceeding conducted by the
         Commission; and

     (b) any civil suit or action brought against the Filer or to which the
         Filer has been joined as defendant or respondent, in any appropriate
         court in any place subject to the jurisdiction of any state or of the
         United States or of any of its territories or possessions or of the
         District of Columbia, where the investigation, proceeding or cause of
         action arises out of or relates to or concerns (i) any offering made or
         purported to be made in connection with the securities registered or
         qualified by the Filer on Schedule 13E-4F on June 4, 2003 or any
         purchases or sales of any security in connection therewith; (ii) the
         securities in relation to which the obligation to file an annual report
         on Form 40-F arises, or any purchases or sales of such securities;
         (iii) any tender offer for the securities of a Canadian issuer with
         respect to which filings are made by the Filer with the Commission on
         Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation
         to which the Filer acts as trustee pursuant to an exemption under Rule
         10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and
         agrees that any such civil suit or action or administrative proceeding
         may be commenced by the service of process upon, and that service of an
         administrative subpoena shall be effected by service upon such agent
         for service of process, and that service as aforesaid shall be taken
         and held in all courts and administrative tribunals to be valid and
         binding as if personal service thereof had been made.

F.   Each person filing this Form in connection with:

     (a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or
         14D-9F stipulates and agrees to appoint a successor agent for service


         of process and file an amended Form F-X if the Filer discharges the
         Agent or the Agent is unwilling or unable to accept service on behalf
         of the Filer at any time until six years have elapsed from the date the
         issuer of the securities to which such Forms and Schedules relate has
         ceased reporting under the Exchange Act;

     (b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to
         appoint a successor agent for service of process and file an amended
         Form F-X if the Filer discharges the Agent or the Agent is unwilling or
         unable to accept service on behalf of the Filer at any time until six
         years have elapsed following the effective date of the latest amendment
         to such Form F-8, Form F-80 or Form CB;

     (c) its status as trustee with respect to securities registered on Form
         F-7, F-8, F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a
         successor agent for service of process and file an amended Form F-X if
         the Filer discharges the Agent or the Agent is unwilling or unable to
         accept service on behalf of the Filer at any time during which any of
         the securities subject to the indenture remain outstanding; and

     (d) the use of Form 1-A or other Commission form for an offering pursuant
         to Regulation A stipulates and agrees to appoint a successor agent for
         service of process and file an amended Form F-X if the Filer discharges
         the Agent or the Agent is unwilling or unable to accept service on
         behalf of the Filer at any time until six years have elapsed from the
         date of the last sale of securities in reliance upon the Regulation A
         exemption.

     Each filer further undertakes to advise the Commission promptly of any
     change to the Agent's name or address during the applicable period by
     amendment of this Form, referencing the file number of the relevant form in
     conjunction with which the amendment is being filed.

G.   Each person filing this Form, other than a trustee filing in accordance
     with General Instruction I. (a) of this Form, undertakes to make available,
     in person or by telephone, representatives to respond to inquiries made by
     the Commission staff, and to furnish promptly, when requested to do so by
     the Commission staff, information relating to: the Forms, Schedules and
     offering statements described in General Instructions I. (a), I. (b), I.
     (c), I. (d) and I. (f) of this Form, as applicable; the securities to which
     such Forms, Schedules and offering statements relate; and the transactions
     in such securities.

     The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waterloo, Country of
Canada, this 4th day of June, 2003.

                                    THE DESCARTES SYSTEMS GROUP INC.
                                                 (Filer)

                                    By: /s/ Colley Clarke
                                        ----------------------------------------
                                        Name:  Colley Clarke
                                        Title: Executive Vice-President, Finance
                                               and Chief Financial Officer

This statement has been signed by the following persons in the capacities and on
the dates indicated.

                                    DESCARTES SYSTEMS (USA) LLC
                                             (Authorized U.S. Agent)

                                    By: Descartes U.S. Holdings, Inc.
                                        Its Manager

         Dated: June 4, 2003        By: /s/ Colley Clarke
                                        ----------------------------------------
                                        Name:  Colley Clarke
                                        Title: President


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