<PAGE>

                JOINT VENTURE INTEREST PURCHASE AGREEMENT
 
     THIS JOINT VENTURE INTEREST PURCHASE AGREEMENT (the
 "Agreement") is made and entered into as of the 31st day of
 October, 1996 (the "Effective Date"), by and between PRUTECH
 RESEARCH AND DEVELOPMENT PARTNERSHIP, a California limited
 partnership whose sole general partner is R&D Funding Corp., a
 Delaware corporation ("Seller"), and AMERICAN SOFTWARE, INC.,
 a Georgia corporation ("Buyer").
 
 
                      BACKGROUND INFORMATION

       A.   Pursuant to the Joint Venture Agreement of Prutech-
 American (as amended by that certain First Amendment to Joint
 Venture Agreement of Prutech-American, dated December  28, 1984,
 the "Joint Venture Agreement"), made and entered into as of the
 29th day of December, 1983, between Buyer and Seller, Buyer and
 Seller formed Prutech-American to manufacture and market certain
 existing mainframe software products (as more particularly
 described in the Joint Venture Agreement) and to conduct
 research into and to design, develop, produce, and, market
 certain new computer software (as more particularly described
 in the Joint Venture Agreement).
 
     B.   Immediately following the formation of the Joint
 Venture, Buyer and Seller caused the Joint Venture to enter into
 the following agreements to effectuate its purposes, as
 described above (all such agreements are hereinafter
 collectively referred to as the "Ancillary Agreements"):
 
          (i)  Base Technology Agreement, dated as of December
           29, 1983, by and between Buyer and the Joint Venture,
           as amended by that certain First Amendment to Base
           Technology Agreement, dated December 28, 1984;
 
          (ii) Contract for Research and Development, dated as
           of December 29, 1983, by and between American
           Software Research and Development Corp. and the Joint
           Venture, as amended by that certain First Amendment
           to Contract for Research and Development, dated
           December 28, 1984, and as guaranteed by that certain
           Guaranty from Buyer in favor of the Joint Venture,
           dated as of December 29, 1983; and
 
          (iii)     Agreement for License or Sale of
           Technology, dated as of December 29, 1983, by and
           between Buyer and the Joint Venture, as amended by
           that certain First Amendment to Agreement for License
           or Sale of Technology, dated December 28, 1984.
 
 <PAGE>

     C.   Seller proposes to sell and assign to Buyer, and Buyer
 proposes to purchase from Seller, on the terms and subject to
 the conditions set forth in this Agreement, Seller's entire
 right, title, and interest in the Joint Venture ("Seller's
 Interest"), including (i) Seller's entire economic and ownership
 interest in the Joint Venture, including any and all rights to
 distributions of money and/or property, whether accrued or
 unaccrued, and regardless of whether currently owed or owing to
 Seller, and (ii) to the extent such rights may exist, any right,
 title, and interest of Seller in any real or personal property
 of the Joint Venture, including without limitation, Intellectual
 Property Rights (as hereinafter defined) of the Joint Venture.
 
     D.   In connection with Seller's sale and assignment of
 Seller's Interest, Seller and Buyer agree to dissolve the Joint
 Venture as of the Effective Date and commence the winding up of
 its affairs pursuant to Section 9.01(c) of the Joint Venture
 Agreement.
 
     NOW, THEREFORE, in consideration of the premises and the
 mutual benefits contained herein, and other good and valuable
 consideration, the receipt and sufficiency of which are hereby
 acknowledged, the parties agree as follows:
 
     1.   Sale and Purchase.  On November 6, 1996 (the "Closing
 Date"), but effective as of the Effective Date, Seller agrees
 to sell, assign, and transfer to Buyer, and Buyer agrees to
 purchase from Seller, Seller's Interest upon the terms and
 subject to the conditions hereinafter set forth.  On the Closing
 Date, Seller shall execute and deliver to Buyer the Bill of Sale
 and Assignment of Joint Venture Interest (the "Bill of Sale and
 Assignment"), in the form of Exhibit "A", attached hereto and
 incorporated herein by reference, pursuant to which Seller shall
 assign and deliver Seller's Interest to Buyer.  The parties
 expressly acknowledge and agree that the terms set forth in this
 Agreement deviate from the purchase option terms in favor of
 Buyer set forth in Section 8 of the Joint Venture Agreement, and
 the parties expressly waive any rights or obligations arising
 out of such Section of the Joint Venture Agreement.
 
     2.   Purchase Price.  The purchase price for Seller's
 Interest is the sum of Five Hundred Fifty Thousand and No/100
 Dollars ($550,000.00) to  be paid by Buyer to Seller on the
 Closing Date, in cash or by wire transfer of immediately
 available funds pursuant to wire instructions from Seller
 attached hereto as Exhibit "B".
 
 3.  Representations and Warranties by Seller.   As an
 inducement to Buyer to enter into this Agreement, Seller
 represents and warrants to Buyer as follows:
 
     3.1  Organization.  Seller is a limited partnership duly
 organized, validly existing, and in good standing under the laws
 of the State of California and has the requisite partnership
 power to consummate the transactions contemplated herein.

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     3.2  Authorization.    Seller has full partnership power
 and authority to execute and deliver this Agreement, to perform
 its obligations hereunder, and to consummate the transactions
 contemplated hereby, and the execution, delivery, and
 performance of this Agreement by Seller has been duly authorized
 by all necessary partnership action.  This Agreement has been
 duly executed and delivered by Seller and, assuming the due
 authorization, execution, and delivery by Buyer, constitutes the
 legal, valid, and binding obligation of Seller, enforceable
 against Seller in accordance with its terms.
 
     3.3  Seller's Interest.  At the closing of the transactions
 contemplated by this Agreement, Seller will transfer to Buyer
 good, valid, and marketable title to Seller's Interest, free and
 clear of all liens, charges, claims, encumbrances, and
 restrictions.
 
     3.4  No Conflict.  Neither the execution, delivery, and
 performance of this Agreement nor the consummation by Seller of
 the transactions contemplated hereby (i) conflicts with,
 violates, causes a default under, or, to Seller's knowledge,
 requires consent, authorization, or approval under (A) any law,
 regulation, order, writ, injunction, decree, determination, or
 award by any court, governmental department, board, or agency,
 (B) the Partnership Agreement or Certificate of Partnership of
 Seller, or (C) any contract, agreement, instrument, mortgage,
 note, lease, or other arrangement to which Seller is a party or
 by which Seller, Seller's Interest, or any of Seller's property
 may be bound; or (ii) results in the creation of any lien,
 charge, claim, encumbrance, or restriction upon Seller's
 Interest or any of the assets of Seller.
 
     3.5  Litigation.  There is no action, suit, or proceeding
 pending or, to the knowledge of Seller, investigation pending
 or action, suit, proceeding, or investigation threatened,
 against or affecting Seller which would affect the ability of
 Seller to transfer Seller's Interest to Buyer.
 
     3.6  Intellectual Property Rights.
 
          (a)  It is the intent of the parties that Seller's
 Interest shall expressly include, to the extent such rights
may exist by law or agreement, all right, title, and interest of
Seller in any real or personal property of the 
Joint Venture, including, without limitation, all
Intellectual Property Rights (as hereinafter
defined) owned or used by Buyer or the Joint Venture
with respect to the business of the Joint
Venture, including, without limitation, those
Intellectual Property Rights arising out of or
relating to the Ancillary Agreements, and, effective
as of the Effective Date, Seller claims no rights of
ownership, license, or use over such Intellectual
Property Rights, and Seller makes no representations or
warranties regarding the Intellectual Property
Rights.  For purposes hereof, "Intellectual
Property Rights" means (i) inventions, whether or not
patentable, whether or not reduced to practice, and
whether or not yet made the subject of a pending patent
application, (ii) ideas and conceptions or potentially
patentable subject matter, (iii) national and
multinational statutory invention registrations, patents, patent
registrations, and patent

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<PAGE>
     applications, and all rights therein, (iv)
     trademarks, service marks, trade dress, logos, and
     trade names, whether or not registered, including all
     common law rights thereto, (v) copyrights (registered
     or otherwise) and registrations and
     applications for registration thereof and
     all rights therein, (vi) computer software
     (including, without limitation, "Research
     Products", "Existing Products", and
     "Derivatives", as such terms are defined in the
     Joint Venture Agreement and the Ancillary Agreements),
     including source codes, operating systems and
     specifications, data, data bases, files,
     documentation, and other materials related thereto,
     (vii) trade secrets and confidential, technical,
     and business information, (viii) whether or not
     confidential, all technology (including,
     without limitations, all "Technology" as defined in
     the Joint Venture Agreement), including,
     without limitation, know-how and show-how,
     manufacturing and production processes and
     techniques, research and development information,
     drawings, specifications, designs, plans, proposals,
     technical data, copyrightable works,
     financial, marketing, and business data, pricing and
     cost information, business and marketing plans, and
     customer and supplier lists and information, (ix)
     copies and tangible embodiments of all of the
     foregoing, regardless of form or medium, and (x) all
     revenues derived by Buyer, Seller or the Joint Venture
     from any sale, license, or lease of all of the
     foregoing, including without limitation "Sales
     and Licensing Income", as such term is defined in the
     Ancillary Agreements.
 
          (b)  Seller shall, and shall use reasonable efforts
      to cause its personnel and agents to, hold in strict
      confidence, not disclose to any person without the prior
      written consent of Buyer, and not use in any manner
      whatsoever, any confidential information remaining in its
      possession concerning the Joint Venture and its
      Intellectual Property Rights (except those Intellectual
      Property Rights identified in subsection (a)(x) above,
      which items may be reported by Seller to its equity
      participants and as otherwise required by regulatory
      authorities and governmental agencies).  Seller shall
      promptly destroy all materials remaining in its possession
      containing any such confidential information, including
      all copies, extracts, adaptations, and transcriptions
      thereof.  The foregoing notwithstanding, Seller may
      disclose confidential information (a) where necessary to
      any regulatory authorities or governmental agencies
      pursuant to legal process or (b) if required by court
      order or decree. For purposes of this Agreement,
      information shall not be deemed confidential (a) to the
      extent that such information is available from public
      sources; (b) if such information is received from a third
      party not under an obligation to keep such information
      confidential; or (c) if the recipient can conclusively
      demonstrate that such information was independently
      developed by the recipient.
 
     3.7  Tax Matters.   All federal, state, and local returns,
 declarations, reports, or statements filed by Seller, or caused
 to be filed by Seller, in the name of or on behalf of the Joint
 Venture have been timely filed.  In acting as tax matters
 partner for the Joint Venture, pursuant to Section 4.05 of the
 Joint Venture Agreement, Seller has not negligently prepared,
 distributed, 

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 or filed any tax returns or tax information reports
 either on behalf of the Joint Venture, Buyer, Seller, or
 Seller's partners and limited partners.  The last filing for
 federal and state income taxes was for the year ending December
 31, 1995.  To the knowledge of Seller, there are no federal,
 state, or local tax liens upon any property of the Joint
 Venture.
 
 4.  Representations and Warranties by Buyer.   As an inducement
 to Seller to enter into this Agreement, Buyer represents and
 warrants to Seller as follows:
 
     4.1  Organization.  Buyer is a corporation duly organized,
 validly existing, and in good standing under the laws of the
 State of Georgia and has the requisite corporate power to
 consummate the transactions contemplated herein.
 
     4.2  Authorization.  Buyer has full corporate power and
 authority to execute and deliver this Agreement, to perform its
 obligations hereunder, and to consummate the transactions
 contemplated hereby, and the execution, delivery, and
 performance of this Agreement by Buyer has been duly authorized
 by all necessary corporate actions.  This Agreement has been
 duly executed and delivered by Buyer and, assuming the due
 authorization, execution, and delivery by Seller, constitutes
 the legal, valid, and binding obligations of Buyer, enforceable
 against Buyer in accordance with its terms.
 
     4.3  No Conflict.   Neither the execution, delivery, and
 performance of this Agreement nor the consummation by Buyer of
 the transactions contemplated hereby conflicts with, violates,
 or causes a default under, or, to Buyer's knowledge, requires
 consent, authorization, or approval under (i) any law,
 regulation, order, writ, injunction, decree, determination, or
 award by any court, governmental department, board, or agency,
 (ii) the Articles of Incorporation or By-Laws of Buyer, or (iii)
 any contract, agreement, instrument, mortgage, note, lease, or
 other arrangement to which Buyer is a party or by which Buyer
 or any of Buyer's property may be bound.
 
 5.  Indemnification.   
 
     5.1  Indemnification by Seller.  Upon consummation of the
 closing of the transactions contemplated in this Agreement,
 Seller shall indemnify, defend, and hold harmless Buyer and its
 successors and assigns and the shareholders, directors,
 officers, employees, and agents of each (collectively, the
 "Buyer Group"), at, and at any time after, the Effective Date,
 from and against any and all demands, claims, actions, or causes
 of action, assessments, losses, damages, liabilities, costs, and
 expenses, including reasonable fees and expenses of counsel,
 other reasonable expenses of investigation, handling, and
 litigation, and settlement amounts, together with interest and
 penalties (collectively, a "Loss" or "Losses"), imposed upon,
 or incurred by the Buyer Group by reason of, resulting from or
 arising in connection with any breach of any representation or
 warranty of Seller expressly contained in this Agreement or the
 Bill of Sale and Assignment, excluding those liabilities arising
 out of Buyer's indemnification obligation under Section 5.2

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 below or otherwise owing to Buyer's fraud, bad faith, willful
 misconduct, or gross negligence.
 
     5.2  Indemnification by Buyer.   Upon consummation of the
 closing of the transactions
 contemplated in this Agreement, Buyer shall indemnify, defend,
 and hold harmless Seller and its successors and assigns and the
 partners, directors, officers, employees and agents of each
 (collectively, the "Seller Group"), at, and at any time after,
 the Effective Date, from and against any and all Losses imposed
 upon or incurred by the Seller Group by reason of, resulting
 from or arising in connection with (i) any breach of any
 representation or warranty of Buyer expressly contained in this
 Agreement, (ii) all responsibilities and liabilities of the
 Joint Venture, whether accrued or unaccrued, and regardless of
 when arising, excluding those liabilities arising out of
 Seller's indemnification obligation under Section 5.1 above or
 otherwise owing to Seller's fraud, bad faith, willful
 misconduct, or gross negligence, and (iii) Buyer's negligent
 preparation, distribution, or filing of any tax return to be
 prepared, distributed or filed by Buyer pursuant to Section 6
 below.
 
     5.3  Mutual Release.  Upon consummation of the closing of
 the transactions contemplated in this Agreement, each of Seller
 and Buyer hereby agrees to the complete discharge, settlement,
 and release of all claims, rights, causes of actions, suits,
 matters and issues, whether known or unknown, accrued or
 unaccrued, that either party may have, could have had, or in the
 future might acquire in any court or proceeding (including, but
 not limited to, any claims arising under federal or state law
 relating to breach of contract, whether relating to the payment
 of funds or otherwise), whether individual, class, derivative,
 representative, legal, equitable, or any type or in any other
 capacity against the other party hereto or any of its respective
 associates, affiliates, subsidiaries, present or former
 officers, directors, employees, attorneys, financial advisors
 or other advisors or agents, heirs, executors, personal
 representatives, estates, administrators, and successors and
 assigns (collectively, the "Released Persons") which have
 arisen, could have arisen, arise now or hereafter arise of, or
 relate in any way to the rights or obligations of either party
 under one or more of the Joint Venture Agreement, the Ancillary
 Agreements and any other agreements or documents executed or
 delivered by either party in connection therewith (collectively,
 the "Settled Claims"); provided, however, that the Settled
 Claims shall not include the rights of either party to enforce
 the terms of this Agreement.  Each party is hereby forever
 barred and enjoined from commencing or prosecuting any action
 asserting any claims, either directly, representatively,
 derivatively or in any other capacity, against the other party
 or any other Released Persons, which have been or could have
 been asserted, or which arise out of or relate in any way to,
 the Settled Claims. 
 
 6.  Dissolution of the Joint Venture.   By execution hereof,
 Buyer and Seller (i) elect to immediately dissolve the Joint
 Venture pursuant to Section 9.01(c) of the Joint Venture
 Agreement, and (ii) acknowledge and consent to the termination,
 as of the Effective Date, of the Ancillary Agreements.  Seller
 hereby authorizes Buyer to take any and all actions which Buyer
 deems necessary or appropriate to wind up the affairs of, and
 otherwise liquidate, the Joint 

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 Venture as of the Effective Date. 
 Buyer's and Seller's respective distributive shares of the Joint
 Venture's income, gain, loss, and deduction for calendar year
 1996 shall be determined on the basis of an interim closing of
 all books of the Joint Venture as of the close of business on
 the Effective Date, and shall not be based upon a proration of
 such items for the entire taxable year.  Buyer and Seller shall
 cooperate in the filing of all required federal, state, and
 local income tax returns and related returns and reports in a
 manner consistent with this paragraph.  The foregoing
 notwithstanding, and notwithstanding anything to the contrary
 contained in the Joint Venture Agreement, Seller acknowledges
 and agrees that upon execution and delivery of this Agreement,
 Seller shall retain no interest in, and shall not be entitled
 to receive any distributions of money and/or property, whether
 accrued or unaccrued prior to the Effective Date.  Seller
 acknowledges that Buyer's sole responsibility in connection with
 the liquidation of the Joint Venture shall be to provide Seller
 with a Form K-1 (and any other records required by law), and,
 upon request, a copy of the return for the taxable year ended
 October 31, 1996, which return shall be prepared in accordance
 with historical tax reporting practices for the Joint Venture
 indicating net income and the items thereof through the
 Effective Date.
 
 7.  Miscellaneous 
 
     7.1  Survival.   Each representation and warranty contained
 herein or made pursuant hereto shall be deemed to be material
 and to have been relied upon, and shall survive (a) the
 execution and delivery of the Agreement for a period of six (6)
 years from the Closing Date, and (b) any investigation at any
 time made by or on behalf of any party hereto.
 
     7.2  Entire Agreement Amendment.   This Agreement, and the
 documents executed and delivered pursuant hereto, constitute the
 entire agreement between the parties with respect to the subject
 matter hereof, and may be amended only by a writing signed on
 behalf of each party.
 
     7.3  Notices.   Any notices or consents required or
 permitted by this Agreement shall be in writing and shall be
 deemed delivered if delivered in person or if sent by certified
 mail, postage prepaid, return receipt requested, as follows,
 unless such address is changed by written notice hereunder:
 
     (a)  If to Seller:
          
          PruTech Research and Development Partnership
          c/o R&D Funding Corp.
          440 Mission Court, Suite 250
          Fremont, California 94539
          ATTN:  Michael S. Hasley
 
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<PAGE>

     (b)  If to Buyer:
 
          American Software, Inc.
          470 East Paces Ferry Road, N.E.
          Atlanta, Georgia  30305
          ATTN:  President
     
     7.4  Assignment.  This Agreement and all of the provisions hereof 
shall be binding upon and inure to the benefit of the parties hereto 
and their respective heirs, successors and permitted assigns, but 
neither this Agreement nor any of the rights, interests or obligations
 hereunder shall be assigned by any of the parties hereto without the 
prior written consent of the other parties, nor is this Agreement 
intended to confer upon any other person except
 the parties any rights or remedies hereunder.
 
     7.5  Governing Law.  This Agreement shall be construed as to 
both validity and performance and enforced in accordance with and 
governed by the laws of the State of California.
 
     7.6       Counterparts.   This Agreement may be executed in two 
or more counterparts,  each of which shall be deemed an original, 
but all of which together shall constitute one and
 the same instrument.
 
     7.7  Captions.   The section headings contained in this Agreement 
are solely for the purpose of reference, are not part of the agreement 
of the parties and shall not in any way affect the meaning or 
interpretation of this Agreement.
 
     7.8  Further Action.   The parties shall execute and deliver all 
documents, provide  all information and take or refrain from taking 
action as may be necessary or appropriate  to achieve the purposes 
of this Agreement, including, without limitation, all actions
 necessary or appropriate, in the discretion of Buyer, to dissolve 
and liquidate the Joint Venture pursuant to Section 6 above.
 
     7.9  Expenses, Etc.   Except as otherwise provided in this 
Agreement, whether or not the transactions contemplated by this 
Agreement are consummated, Seller and Buyer shall pay their 
own expenses and the fees and expenses of their counsel, financial 
advisors, accountants and other experts.
 
     7.10 No Waiver Remedies.   No failure on the part of any party 
hereto to exercise, and no delay in exercising, any right 
hereunder shall operate as a waiver thereof,  nor shall
 any single or partial exercise of any right hereunder preclude 
any other or further exercise thereof or the exercise of any 
other  right.  The remedies herein provided are cumulative and
 not exclusive of any remedies provided by law.
 

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     7.11 Severability.   Each provision of this Agreement is intended 
to be severable, and if any term or provision of this Agreement 
is determined to be illegal or invalid for any
 reason whatsoever, such illegality or invalidity shall 
not affect the validity or legality of the
 remainder of the Agreement.
 
     IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed as of the day and year first above written.
 
                              BUYER: 
                              AMERICAN SOFTWARE, INC. a Georgia
                              corporation
 
 
                              By: /s/ Peter Pamplin             
                                  ---------------------------------
 
                              Its: Controller
                                   --------------------------------
 
                              SELLER:
                              PRUTECH RESEARCH AND
                              DEVELOPMENT PARTNERSHIP, 
                              a California limited partnership
 
                              By:  R&D Funding Corp., a Delaware
                              corporation
 
                              Its:  General Partner
 
                              By:   /s/ Michael S. Hasley             
                                   ---------------------------------
 
                              Its:   President                      
                                   --------------------------------

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     <PAGE>
                         EXHIBIT "A"
            
          BILL OF SALE OF ASSIGNMENT OF JOINT VENTURE INTEREST
 
                                              
     KNOW ALL MEN BY THESE PRESENTS THAT Prutech Research and
 Development Partnership ("Seller"), a California limited 
partnership whose sole general  partner is R&D Funding Corp., 
a Delaware corporation, hereby warrants to American
 Software, Inc. ("Buyer"), a Georgia corporation, that 
Seller is a joint venturer in Prutech-American (the "Joint Venture").
 
     THAT FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is
 hereby acknowledged, Seller does hereby sell, assign, transfer, 
convey, grant, bargain, set  over, release, deliver, and confirm 
unto Buyer, its successors and assigns, Seller's entire
 right, title, and interest in the Joint Venture, including, 
to the extent such rights may exist,  any right, title, and 
interest in any real or personal property of the Joint Venture, including
 without limitation, Intellectual Property Rights (as defined in 
the Joint Venture Interest  Purchase Agreement (the "Agreement"), 
dated as of even date herewith, between Seller and
 Buyer) of the Joint Venture ("Seller's Interest"), free 
and clear of all liens, charges, claims, encumbrances, and 
restrictions, and Buyer hereby accepts Seller's Interest from Seller, TO
 HAVE AND TO HOLD the same unto Buyer, forever.
 
     IN WITNESS WHEREOF, Seller has caused this Assignment to be 
duly executed as of the 31st day of October, 1996.
 
                              PRUTECH RESEARCH AND
                              DEVELOPMENT PARTNERSHIP, a
                              California limited partnership
 
                              By:  R&D Funding Corp., a Delaware
                              corporation
 
                              Its:  General Partner
 
                              By: /s/ Michael S. Hasley    
                                  --------------------------
 
                              Its: President
                                   -------------------------