Appendix B
                                                                    ----------
                                PROPHET 21, INC.

                  1997 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED


                                 I. DEFINITIONS
                                 --------------

     Account means the Employee  Stock Purchase Plan Account  established  for a
Participant under Section IX hereunder.

     Board of Directors shall mean the Board of Directors of the Company.

     Code shall mean the Internal Revenue Code of 1986, as amended.

     Committee shall mean the Stock Purchase Plan Committee appointed and acting
in accordance with the terms of the Plan.

     Common Stock shall mean shares of the  Company's  Common  Stock,  par value
$.01 per share,  and any  security  into which such stock shall be  converted or
shall   become  by  reason  of  changes  in  its  nature   such  as  by  way  of
recapitalization,  reclassification, changes in par value, merger, consolidation
or similar transaction.

     Company shall mean Prophet 21, Inc., a Delaware  corporation.  When used in
the Plan with reference to employment, Company shall include Subsidiaries.

     Compensation  shall mean the total cash  compensation  paid to an  Eligible
Employee by the Company,  as  reportable  on IRS Form W-2.  Notwithstanding  the
foregoing,  Compensation shall not include bonuses,  overtime pay or commissions
based on sales.

     Effective Date shall mean October 23, 1997.

     Eligible  Employees  shall mean only those persons who, as of the first day
of a Purchase  Period,  are  Employees of the Company and who are not, as of the
day  preceding  the first day of the  Purchase  Period,  deemed for  purposes of
Section  423(b)(3) of the Code to own stock  possessing  5% or more of the total
combined voting power or value of all classes of stock of the Company.

     Employees  shall  mean all  persons  who are  employed  by the  Company  as
common-law  employees,  excluding  persons (i) whose customary  employment is 20
hours or less per week, or (ii) whose customary  employment is for not more than
five months in a calendar year.

     Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

     Exercise Date shall mean the last day of a Purchase Period.

<PAGE>

     Fair Market Value shall mean as of any date: (i) the average of the closing
bid and asked  prices on such date of the Common  Stock as quoted by Nasdaq;  or
(ii), as the case may be, the last  reported  sales price of the Common Stock on
such date as reported by the Nasdaq  National  Market or the principal  national
securities  exchange on which such stock is listed and  traded,  or in each such
case where there is no trading on such date, on the first previous date on which
there is such trading.

     Participant  shall mean an Eligible  Employee who elects to  participate in
the Plan under Section VII hereunder.

     Plan shall mean the Prophet 21, Inc. 1997 Employee  Stock Purchase Plan, as
set forth herein and as amended from time to time.

     Purchase  Period  shall  mean (a) for 1997,  the period  commencing  on the
Effective  Date and  ending on January 1,  1998;  and (b)  thereafter,  purchase
periods shall be annual,  semi-annual  or quarterly,  in each case as elected by
the  Committee  not less than 60 days in  advance  of the  commencement  of such
period.  A Purchase  Period shall begin on the first business day of, and end on
the last business day of, each such calendar period.  In the absence of any such
election,  Purchase  Periods  subsequent  to the first  period  shall be for one
calendar  year.  The last Purchase  Period under the Plan shall  terminate on or
before the date of termination of the Plan provided in Section XXIII.

     Subsidiary shall mean any corporation  which is a subsidiary of the Company
within the meaning of Section 425(f) of the Code.

     Termination of Service shall mean the earliest of the following events with
respect to a Participant:  his retirement,  death, quit,  discharge or permanent
separation from service with the Company.

     The masculine  gender  includes the feminine,  the singular number includes
the  plural and the plural  number  includes  the  singular  unless the  context
otherwise requires.


                                   II. PURPOSE
                                   -----------

     It is the  purpose  of  this  Plan to  provide  a  means  whereby  Eligible
Employees may purchase Common Stock through payroll  deductions.  It is intended
to provide a further  incentive for  Employees to promote the best  interests of
the  Company  and  to  encourage  stock  ownership  by  Employees  in  order  to
participate in the Company's economic progress.

     It is the intention of the Company to have the Plan qualify as an "employee
stock  purchase  plan"  within the  meaning  of Section  423 of the Code and the
provisions of the Plan shall be construed in a manner consistent with the Code.


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<PAGE>

                               III. ADMINISTRATION
                               -------------------

     The Plan shall be  administered  by a  Committee  selected  by the Board of
Directors  from  among its  members,  which  shall  consist of not less than two
members.  The Committee  shall have authority to make rules and  regulations for
the administration of the Plan, and its interpretation and decisions with regard
thereto shall be final and  conclusive.  The Committee  shall have all necessary
authority  to  communicate,  from  time to time,  with  Eligible  Employees  and
Participants for purposes of  administering  the Plan, and shall notify Eligible
Employees  promptly  of its  election of the term of each  forthcoming  Purchase
Period,  if other than a calendar year, and of its election to utilize the Trust
Administration Option referred to in Section IX.


                                   IV. SHARES
                                   ----------

     There shall be 200,000  shares of Common Stock reserved for issuance to and
purchase by  Participants  under the Plan,  subject to  adjustment in accordance
with Section XXI hereof. The shares of Common Stock subject to the Plan shall be
either shares of authorized but unissued  Common Stock or shares of Common Stock
reacquired by the Company.  Shares of Common Stock  involved in any  unexercised
portion of any  terminated  option  may again be subject to options to  purchase
granted under the Plan.


                                V. PURCHASE PRICE
                                -----------------

     The  purchase  price  per  share of the  shares  of  Common  Stock  sold to
Participants  under this Plan for any Purchase Period shall be the lesser of (a)
85% of the Fair Market Value of a share of Common Stock on the first day of such
Purchase Period,  or (b) 85% of the Fair Market Value of a share of Common Stock
on the Exercise Date of such Purchase Period.


                     VI. GRANT OF OPTION TO PURCHASE SHARES
                     --------------------------------------

     Each Eligible  Employee  shall be granted an option  effective on the first
day of each Purchase  Period to purchase a number of full shares of Common Stock
(subject to adjustment as provided in Section XXI). The maximum number of shares
an Eligible  Employee  shall be eligible to purchase for any Purchase  Period is
$5,000  ($2,500  for a  Purchase  Period of six  months or $1,250 for a Purchase
Period of three  months)  divided by 100% of the Fair Market Value of a share of
Common Stock on the first day of the Purchase Period.

     Anything herein to the contrary notwithstanding, if, as of the first day of
a Purchase Period,  any Eligible  Employee entitled to purchase shares hereunder
would be deemed for the  purposes of Section  423(b)(3) of the Code to own stock
(including  any number of shares which such person would be entitled to purchase
hereunder)  possessing 5% or more of the total combined voting power or value of
all classes of stock of the  Company,  the maximum  number of shares  which such
person  shall be entitled  to purchase  pursuant to the Plan shall be reduced to
that number which

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<PAGE>

when added to the number of shares of stock of the Company  which such person is
so deemed to own  (excluding  any number of shares  which such  person  would be
entitled to purchase hereunder), is one less than such 5%.


                          VII. ELECTION TO PARTICIPATE
                          ----------------------------

     An  Eligible  Employee  may elect to become a  Participant  in this Plan by
completing  a "Stock  Purchase  Agreement"  form  prior to the  first day of the
Purchase Period.  In the Stock Purchase  Agreement,  the Eligible Employee shall
authorize  regular  payroll  deductions  from his  Compensation  subject  to the
limitations  in Section VIII below.  Options  granted to Eligible  Employees who
fail  to  authorize   payroll   deductions  will   automatically   lapse.  If  a
Participant's  payroll  deductions  allow him to purchase fewer than the maximum
number of shares of Common  Stock to which his option  entitles  him, the option
with respect to the shares which he does not purchase  will lapse as of the last
day of the Purchase Period.

     The execution and delivery of the Stock  Purchase  Agreement as between the
Participant  and the Company  shall be  conditioned  upon the  compliance by the
Company at such time with Federal (and any applicable state) securities laws.


                            VIII. PAYROLL DEDUCTIONS
                            ------------------------

     An Eligible Employee may authorize payroll deductions from his Compensation
for each payroll period of a specified percentage of such Compensation, not less
than 1% and not more than 10%, in multiples of 1/2%.

     The amount of payroll  deduction shall be established at the beginning of a
Purchase Period and may not be altered, except for complete discontinuance under
Section XI, XIII or XIV hereunder.


                       IX. EMPLOYEE STOCK PURCHASE ACCOUNT
                         AND TRUST ADMINISTRATION OPTION
                       -----------------------------------

     An Employee Stock Purchase Account will be established for each Participant
in the Plan.  Payroll deductions made under Section VIII will be credited to the
individual  Accounts.  In the event the Committee determines with respect to any
Purchase Period, not to utilize the "Trust  Administration  Option" set forth in
the  next  paragraph,  no  interest  or other  earnings  will be  credited  to a
Participant's Account.

     With respect to any one or more Purchase  Periods,  the Committee may elect
to utilize,  in  addition  to the  separate  accounting  for payroll  deductions
provided  in the Plan,  the option to  administer  the  funding of the  Accounts
through a trust  established  pursuant to a trust agreement  between the Company
and an institution exercising fiduciary powers (the "Trust Administration


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<PAGE>

Option") as hereinafter set forth in this  paragraph.  The Company shall provide
for the funding of each Account on a regular basis during each  Purchase  Period
reflecting  payroll  deductions of Participants  and shall cause such sums to be
deposited  within 15 days following  such  deductions in a trust account at such
institution and upon such terms as are  established by the Committee.  The trust
account  assets  shall  be  invested  in  shares  of a  tax-exempt  money-market
registered   investment  company  designated  in  the  trust  agreement,   which
designation shall not be changed during the Purchase Period. Assets deposited in
the aforesaid trust account shall be commingled, but a separate accounting shall
be kept for each  Participant's  interest  therein.  Each  Participant  shall be
credited with his allocable  share of the earnings of the trust  account,  which
credits shall be reflected in each Participant's  Account balance hereunder.  At
all times,  the funds in such trust account shall be considered  the property of
the respective Participants,  and no part of the trust account assets may at any
time  revert to, or be subject to any lien or claim of, the  Company;  provided,
however,  that such trust  account  assets may be used only for the  purchase of
shares  as  provided  in  Section  X hereof  or for  withdrawal  by or return to
Participants (or their  beneficiaries) as provided in Sections XI, XIII or XXIII
hereof.


                              X. PURCHASE OF SHARES
                              ---------------------

     If,  as of any  Exercise  Date,  there  is  credited  to the  Account  of a
Participant  an  amount  at least  equal to the  purchase  price of one share of
Common Stock for the current  Purchase  Period,  as determined in Section V, the
Participant  shall buy and the  Company  shall  sell at such  price the  largest
number of whole shares of Common Stock which can be purchased with the amount in
his Account.

     Any balance  remaining in a Participant's  Account at the end of a Purchase
Period will be carried forward into the Participant's  Account for the following
Purchase  Period.  In no event will the balance  carried  forward be equal to or
exceed the purchase  price of one share of Common Stock as determined in Section
V above.  Notwithstanding the foregoing  provisions of this paragraph,  if as of
any Exercise Date the  provisions  of Section XV are  applicable to the Purchase
Period ending on such  Exercise  Date,  and the Committee  reduces the number of
shares which would otherwise be purchased by Participants on such Exercise Date,
the entire balance  remaining  credited to the Account of each Participant after
the purchase of the applicable number of shares of Common Stock on such Exercise
Date  shall be  refunded  to each such  Participant.  Except  with  respect to a
Purchase Period for which the Trust  Administration  Option has been elected, no
refund of an Account  balance made pursuant to the Plan shall include any amount
in respect of interest or other imputed earnings.

     Anything herein to the contrary notwithstanding, no Participant may, in any
calendar  year,  purchase  a number of shares of Common  Stock  under  this Plan
which,  together  with  all  other  shares  of  stock  of the  Company  and  its
Subsidiaries  which he may be  entitled to purchase in such year under all other
employee stock purchase plans of the Company and its subsidiaries which meet the
requirements  of Section 423(b) of the Code, have an aggregate Fair Market Value
(measured as of the first day of each applicable  Purchase  Period) in excess of
$5,000. The limitation described in the preceding sentence shall be applied in a
manner consistent with Section 423(b)(8) of the Code.


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<PAGE>

                                 XI. WITHDRAWAL
                                 --------------

     A Participant  may withdraw from the Plan at any time prior to the Exercise
Date of a Purchase Period by filing a notice of withdrawal. Upon a Participant's
withdrawal,  the payroll  deductions shall cease for the next payroll period and
the  entire  amount  credited  to his  Account  shall be  refunded  to him.  Any
Participant who withdraws from the Plan may again become a Participant hereunder
at the start of the next Purchase Period in accordance with Section VII.


                       XII. ISSUANCE OF STOCK CERTIFICATES
                       -----------------------------------

     The  shares of Common  Stock  purchased  by a  Participant  shall,  for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise  Date.  Prior to that  date,  none of the  rights  or  privileges  of a
stockholder  of the  Company  shall  exist with  respect to such  shares.  Stock
certificates  shall be registered either in the Participant's name or jointly in
the names of the Participant and his spouse,  as the Participant shall designate
in his Stock Purchase Agreement.  Such designation may be changed at any time by
filing notice  thereof.  Certificates  representing  shares of purchased  Common
Stock shall be delivered promptly to the Participant following issuance.


                          XIII. TERMINATION OF SERVICE
                          ----------------------------

     (a) Upon a  Participant's  Termination of Service for any reason other than
retirement or death, no payroll  deduction may be made from any Compensation due
him as of the date of his Termination of Service and the entire balance credited
to his Account shall be automatically refunded to him.

     (b) Upon a  Participant's  retirement  from the  Company  after  age 55, no
payroll  deduction shall be made from any Compensation due him as of the date of
his retirement. Such a Participant may, prior to Retirement, elect:

         (1) to have the entire amount credited to his Account as of the date of
             his retirement refunded to him, or

         (2) to have the entire amount credited to his Account held  therein and
             utilized to purchase shares on the  Exercise  Date as  provided  in
             Section X.

     (c)  Upon the death of a Participant,  no payroll  deduction  shall be made
from any  Compensation  due him at time of death,  and the entire balance in the
deceased  Participant's  Account shall be paid to the  Participant's  designated
beneficiary, or otherwise to his estate.


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<PAGE>

                     XIV. TEMPORARY LAYOFF, AUTHORIZED LEAVE
                             OF ABSENCE, DISABILITY
                     ---------------------------------------

     Payroll  deductions shall cease during a period of absence without pay from
work due to a  Participant's  temporary  layoff,  authorized  leave of  absence,
disability or for any other reason.  If such Participant  shall return to active
service  prior to the Exercise  Date for the current  Purchase  Period,  payroll
deductions shall be resumed in accordance with his prior authorization.

     If the Participant shall not return to active service prior to the Exercise
Date for the current Purchase Period,  the balance of his Stock Purchase Account
will be used to purchase  shares on the Exercise  Date as provided in Section X,
unless the  Participant  elects to  withdraw  from the Plan in  accordance  with
Section XI.


                 XV. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE
                 ----------------------------------------------

     In the event that on any Exercise  Date the aggregate  funds  available for
the purchase of shares of Common Stock pursuant to Section X hereof would result
in  purchases  of shares in excess of the number of shares of Common  Stock then
available  for purchase  under the Plan,  the  Committee  shall  proportionately
reduce  the  number  of  shares  which  would  otherwise  be  purchased  by each
Participant  on the  Exercise  Date in order to eliminate  such excess,  and the
provisions of the second paragraph of Section X shall apply.


                          XVI. RIGHTS NOT TRANSFERABLE
                          ----------------------------

     The right to purchase shares of Common Stock under this Plan is exercisable
only by the Participant during his lifetime and is not transferable by him. If a
Participant attempts to transfer his right to purchase shares under the Plan, he
shall be deemed to have requested withdrawal from the Plan and the provisions of
Section XI hereof shall apply with respect to such Participant.


                     XVII. NO OBLIGATION TO EXERCISE OPTION
                     --------------------------------------

     Granting  of an option  under this Plan shall  impose no  obligation  on an
Eligible  Employee to exercise  such  option.


                   XVIII. NO GUARANTEE OF CONTINUED EMPLOYMENT
                   -------------------------------------------

     Granting  of an option  under this Plan shall  imply no right of  continued
employment with the Company for any Eligible Employee.


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<PAGE>

                                   XIX. NOTICE
                                   -----------

     Any notice which an Eligible Employee or Participant files pursuant to this
Plan shall be in writing and shall be delivered  personally or by mail addressed
to the  Committee,  c/o  Chief  Executive  Officer  at 19 West  College  Avenue,
Yardley,  Pennsylvania  19067,  or  such  other  person  or  location  as may be
specified by the Committee.


                             XX. REPURCHASE OF STOCK
                             -----------------------

     The Company shall not be required to repurchase from any Participant shares
of Common Stock acquired under this Plan.


               XXI. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.
               --------------------------------------------------

     The  aggregate  number of shares of  Common  Stock  which may be  purchased
pursuant  to options  granted  hereunder,  the number of shares of Common  Stock
covered by each outstanding option, and the purchase price thereof for each such
option  shall be  appropriately  adjusted  for any  increase  or decrease in the
number of  outstanding  shares of Common Stock  resulting  from a stock split or
other  subdivision  or  consolidation  of shares  of  Common  Stock or for other
capital  adjustments or payments of stock  dividends or  distributions  or other
increases  or  decreases  in the  outstanding  shares of Common  Stock  affected
without receipt of consideration of the Company.

     Subject to any required action by the stockholders, if the Company shall be
the  surviving  corporation  in any  merger,  reorganization  or other  business
combination,  any option granted  hereunder  shall cover the securities or other
property  to which a holder of the number of shares of Common  Stock  would have
been entitled  pursuant to the terms of the merger. A dissolution or liquidation
of the  Company  or a merger or  consolidation  in which the  Company is not the
surviving entity shall cause every option outstanding hereunder to terminate.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions shall be determined by the Committee in its sole discretion. Any such
adjustment shall provide for the elimination of any fractional share which might
otherwise become subject to an option.


                           XXII. AMENDMENT OF THE PLAN
                           ---------------------------

     The Board of Directors may, without the consent of the Participants,  amend
the Plan at any  time,  provided  that no such  action  shall  adversely  affect
options theretofore  granted hereunder,  and provided that no such action by the
Board of Directors, without approval of the Company's stockholders, may:

     (a)  increase  the total  number of  shares  of Common  Stock  which may be
          purchased by all Participants, except as contemplated in Section XXI;


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<PAGE>


     (b)  change the class of Employees  eligible to receive  options  under the
          Plan;

     (c)  decrease the minimum purchase price under Section V;

     (d)  extend a Purchase Period hereunder; or

     (e)  extend the term of the Plan.


                             XXIII. TERM OF THE PLAN
                             -----------------------

     This Plan shall become effective as of the Effective Date upon its adoption
by the Board of Directors,  provided that it is approved at a duly-held  meeting
of  stockholders of the Company,  by an affirmative  majority of the total votes
present and voting thereat,  within 12 months after the earlier of the Effective
Date or the date of  adoption by the Board of  Directors.  If the Plan is not so
approved,  no Common Stock shall be purchased  under the Plan and the balance of
each  Participant's  Account shall be promptly returned to the Participant.  The
Plan shall  continue in effect  through the December  31st  following the fourth
anniversary of the Effective Date,  unless  terminated prior thereto pursuant to
Section XV or XXI hereof, or pursuant to the next succeeding sentence. The Board
of Directors  shall have the right to terminate the Plan at any time,  effective
as of the next  succeeding  Exercise Date. In the event of the expiration of the
Plan or its termination,  outstanding  options shall not be affected,  except to
the extent  provided  in Section XV and any  remaining  balance  credited to the
Account of each Participant as of the applicable Exercise Date shall be refunded
to each such Participant.


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