PROPHET 21, INC.
                                ----------------

                    CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
                    -----------------------------------------

      THIS CHANGE IN CONTROL  SEVERANCE PAY AGREEMENT (the  "Agreement") is made
as of the  25  day of July,  2000,  by and between  Prophet 21, Inc., a Delaware
          ----
corporation  with its  principal  place of business at 19 West  College  Avenue,
Yardley,  PA 19067 (the "Company"),  and Thomas M. Giuliani,  an employee of the
Company (the "Employee").

                                    Recitals:
                                    ---------

1.   The Company is a Delaware  corporation.  The Employee is currently employed
     by the Company as Chief Financial Officer.

2.   The Company and the Employee desire to provide for the payment,  in certain
     instances, of severance pay to the Employee in the event of the termination
     of his or her employment  following a change of control of the Company,  on
     the terms and conditions set forth in this Agreement:

                                   Agreement:
                                   ----------

     In  consideration  of the premises and the mutual  covenants and conditions
set forth herein, the Company and the Employee agree as follows:

     Section 1.  Operation  of  Agreement.  This  Agreement  shall be  effective
     ------------------------------------
immediately upon its execution, but the provisions hereof shall not be operative
unless  and until a "Change  in  Control"  (as such term is defined in Section 2
hereof) has occurred.  The provisions of this  Agreement  shall not be operative
and shall not apply to any  termination  of  employment,  for any reason,  which
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occurs before the period beginning three months and one day prior to a Change in
Control or which occurs after the period beginning three years and one day after
a Change in Control.

     Section 2. Change in Control.  The term "Change in Control" as used in this
     ----------------------------
Agreement  shall mean the date on or before  December 31,  2000,  upon which any
person (other than the Employee),  group of associated persons acting in concert
(none of whom is the  Employee)  or  corporation  becomes a direct  or  indirect
beneficial owner of shares of stock of the Company  representing an aggregate of
more than  fifty  percent  (50%) of the  votes  then  entitled  to be cast at an
election of directors of the Company;  provided however,  that this shall not be
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applicable to a transaction or series of transactions  in which a person,  group
of associated  persons acting in concert or corporation  acquires such ownership
in excess of fifty percent (50%) on or after January 1, 2001.

     Section 3. Severance Pay Upon  Termination  by Company  Without Cause or By
     ---------------------------------------------------------------------------
Employee  for  Good  Reason.  If,  during  the  three-month  period  immediately
---------------------------
preceding  a Change in  Control  or during  the  three-year  period  immediately
following a Change in Control,  the  Employee's  employment  with the Company is
terminated:

     (a)  By the Company for no reason or for any reason  other than  "Cause" as
     defined in (i) through (iv) below:

          (i)   death;
<PAGE>

          (ii)  disability  (in the event that the  Employee  shall be unable to
          perform  his or her  duties  for a period of ninety  (90)  consecutive
          calendar days or for a period of 120 calendar days in any twelve month
          period by reason of  disability  as a result of  illness,  accident or
          other physical or mental incapacity or disability);

          (iii) Misappropriating   any  funds  or  property  of   the   Company,
          attempting   to  willfully   obtain  any  personal   profit  from  any
          transaction  in which the Employee has an interest which is adverse to
          the  interests  of the  Company,  and/or  any  other  act of  fraud or
          embezzlement; or

          (iv)  Conviction of a felony,  or a plea of  "guilty" or  "no contest"
          to, a felony or a crime  involving  moral  turpitude or  commission of
          the acts constituting such a crime; or

     (b)  By the Employee for  "Good Reason" as a result of,  or within  30 days
     of, any of the following:

          (i)   Failure to  maintain  the  Employee  in the  position  of  Chief
          Financial  Officer  of  the  Company  or  in a  position  commensurate
          therewith in the event of a merger of the Company;

          (ii)  The assignment to the Employee of any duties  inconsistent  with
          the Employee's position, authority, duties or responsibilities, or any
          other  action by the Company  which  results in a  diminution  of such
          position,  authority,  duties or responsibilities,  excluding for this
          purpose  any  isolated  action  not  taken in bad  faith  and which is
          promptly remedied by the Company after receipt of notice thereof given
          by the Employee; or

          (iii) Reduction  by the Company of the  Employee's  Base Salary as  in
          effect on the Effective  Date, or as the same shall be increased  from
          time to time.

then,  the Company shall provide the Employee the following  Severance  Benefits
(hereinafter defined):

     (a)  an amount equal to two times the base salary (at the  highest  rate in
     effect  in the  twelve  months  immediately  preceding  and  including  the
     termination date), to be paid in one lump sum payment within 30 days of the
     occurrence  of the  Change  in  Control  or in the event  such  termination
     occurred  during the  three-year  period  following  the  occurrence of the
     Change in Control, the Company shall pay the Employee the Severance Amount,
     within  thirty  (30)  days  after  the  effective  date  of the  Employee's
     termination;

     (b)  continuation  of all health  care  benefits  the  Employee  and/or his
     dependents  were receiving at the time of such  termination  for 24 months;
     and

     (c)  all of the Employee's outstanding  restricted  stock will  immediately
     become vested and distributed and all of the Employee's  outstanding  stock
     options shall become fully vested and exercisable,  subject to the terms of
     applicable  Stock  Option  Agreements  executed  by  the  Company  and  the
     Employee,  except that the Employee  shall have until the  remainder of any
     term of any stock option grant to exercise any such option.

The Company may  withhold  from any such  severance  compensation  any  federal,
state,  city, county or other taxes. In addition,  notwithstanding  any contrary
provision of this Agreement, the Company shall


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<PAGE>

not be  required  to make  any  payment  or  property  transfer  to,  or for the
Employee's  benefit  (under this  Agreement  or  otherwise)  that would  subject
Employee  to the  excise  tax  described  in  section  4999 of the Code.  If the
Severance  Benefits under this Agreement,  when combined with any other payments
that Employee has the right to receive,  exceed the "parachute amount" described
in  Code  Section  280G  (generally  a  present  value  of  three  times  annual
compensation),  then the  Severance  Benefits  will be  reduced.  The  Severance
Benefits will be reduced so that the present value of the total amount  received
by the  Employee is $1.00 less than the  parachute  amount.  All  determinations
under this  Paragraph  shall be made by  independent  auditors  retained  by the
Company on  information  supplied by the Company and the Employee,  and shall be
binding on the Company and the  Employee.  All fees and expenses of the Auditors
shall be paid the Company.

     Section  4.  No  Severance  Pay  Upon  Any  Other  Termination.   Upon  any
     --------------------------------------------------------------
termination  of the  Employee's  employment  with the Company  other than as set
forth in Section 3, the sole obligation hereunder of the Company shall be to pay
the Employee's regular compensation up to the effective date of termination. The
severance pay provisions hereunder do not, however, impact in any way the rights
of the Employee or the obligations of the Company under any employment agreement
or any other  agreement for the payment of employment  compensation  between the
Employee and the Company, whether such agreement(s) are in existence now or come
into existence hereafter; except, however, (i) that if such employment agreement
provides for severance pay which would be applicable  under  circumstances  that
would also obligate the Company to make similar  payments under this  Agreement,
                                                                ----  ---------
then this  Agreement  shall not be deemed as additive  but shall be construed so
     ----  ---------
that the obligations  hereunder when applied in conjunction  with the employment
                      ---------
agreement,  do not require  the  Company to make such  payments in excess of the
amount or time set forth  herein,  and (ii) with regard to the  acceleration  of
options the employee may elect to substitute the acceleration  provision of this
Agreement in place of any provision  dealing  specifically  with acceleration in
the employment  agreement.  If the basis of the severance amount were calculated
differently  in the  employment  agreement,  then the Employee would receive the
greater  of the  amount(s)  due either  under the  employment  agreement  or the
Severance Benefit under this Agreement.

     Section 5. Entire Obligation.  Payment to the Employee pursuant to Sections
     ----------------------------
3 or 4 of this Agreement shall  constitute the entire  obligation of the Company
to the  Employee and full  settlement  of any claim under law or equity that the
Employee might  otherwise  assert against the Company,  or any of its employees,
officers or directors on account of the Employee's termination.

     Section 6. No Obligation to Continue  Employment.  This  Agreement does not
     ------------------------------------------------
create  any  obligation  on the part of the  Company to  continue  to employ the
Employee following a Change in Control or in the absence of a Change in Control.

     Section 7. Term of Agreement.  This Agreement shall terminate and no longer
     ----------------------------
be in effect on the earlier of: (i) the termination date of employment agreement
between  the  Company  and the  Employee,  if any;  (ii) the date upon which the
Employee  ceases to be an  employee of the  Company,  unless a Change in Control
occurs within three months after such termination  date; or (iii) if a Change in
Control  occurs while the  Employee is employed by the  Company,  until the date
three years following the Change in Control.

     Section  8.  Severability.  Should any  clause,  portion or section of this
     -------------------------
Agreement be unenforceable or invalid for any reason,  such  unenforceability or
invalidity shall not affect the  enforceability  or validity of the remainder of
the Agreement.

     Section 9.  Assignment:  Successors  in  Interest.  This  Agreement,  being
     -------------------------------------------------
personal to the  Employee,  may not be assigned by the  Employee.  The terms and
conditions of this Agreement shall


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<PAGE>

inure to the benefit of and be binding  upon the  successors  and assigns of the
Company, and the heirs, executors and personal representatives of the Employee.

     Section 10. Waiver.  Failure to insist upon strict  compliance  with any of
     ------------------
the terms,  covenants  or  conditions  of this  Agreement  shall not be deemed a
waiver  of  such  term,   covenant  or  condition,   nor  shall  any  waiver  or
relinquishment  of any  right or  power  hereunder  at any one or more  times be
deemed a waiver or  relinquishment  of such  right or power at any other time or
times.

     Section  11.  Governing  Law.  This  Agreement  shall  be  governed  by and
     ----------------------------
construed in accordance with the laws of the State of Pennsylvania applicable in
the case of agreements made and to be performed entirely within such State.

     Section 12.  Arbitration.  Any  controversy  or claim  arising out of or in
     ------------------------
connection  with this  Agreement  shall be settled by  arbitration in accordance
with the rules of the  American  Arbitration  Association  then in effect in the
State of  Pennsylvania  and judgment upon such award  rendered by the arbitrator
may be entered in any court having jurisdiction  thereof.  The arbitration shall
be held in the  State of  Pennsylvania.  The  arbitration  award  shall  include
attorneys' fees and costs to the prevailing party.

IN WITNESS  WHEREOF,  this Agreement has been executed by the  undersigned as of
the date first above written.

                                Prophet 21, Inc.

                                By: /s/ John Meggitt
                                   ---------------------------------------------
                                    John Meggitt
                                    Chariman of the Board

                                The Employee

                                /s/ Thomas M. Giuliani
                                ------------------------------------------------
                                Thomas M. Giuliani


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