PROPHET 21 INC
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form10kexh10-11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>


                                PROPHET 21, INC.

                            INDEMNIFICATION AGREEMENT


     This Indemnification  Agreement  ("Agreement") is made as of [INSERT DATE],
by and between Prophet 21, Inc., a Delaware  corporation  (the  "Company"),  and
[INSERT NAME OF DIRECTOR] ("Indemnitee").

     WHEREAS,  Indemnitee  is a director of the Company and  performs a valuable
service in such capacity for the Company;

     WHEREAS,  the Company and Indemnitee  recognize the difficulty in obtaining
liability  insurance  for  its  directors,   officers,   employees,  agents  and
fiduciaries,  the  significant  increases in the cost of such  insurance and the
general reductions in the coverage of such insurance;

     WHEREAS,  the Company and  Indemnitee  further  recognize  the  substantial
increase in corporate  litigation in general,  subjecting  directors,  officers,
employees, agents and fiduciaries to expensive litigation risks at the same time
as the  availability  and  coverage of  liability  insurance  has been  severely
limited;

     WHEREAS,  Indemnitee  does not regard the current  protection  available as
adequate  under  the  present  circumstances,   and  the  Indemnitee  and  other
directors, officers, employees, agents and fiduciaries of the Company may not be
willing to continue to serve in such capacities without  additional  protection;
and

     WHEREAS,  the Company  desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part, in
order to induce  Indemnitee to continue to provide  services to the Company as a
director, wishes to provide for the indemnification and advancing of expenses to
Indemnitee to the maximum extent permitted by law.

     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

     1. Indemnification.

     (a) Indemnification of Expenses.  The Company shall indemnify Indemnitee to
the fullest  extent  permitted by law if Indemnitee was or is or becomes a party
to or witness or other participant in, or is threatened to be made a party to or
witness or other  participant in, any threatened,  pending or completed  action,
suit,  proceeding or alternative dispute resolution  mechanism,  or any hearing,
inquiry or  investigation  that  Indemnitee in good faith believes might lead to
the  institution of any such action,  suit,  proceeding or  alternative  dispute
resolution mechanism, whether civil, criminal, administrative,  investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Indemnitee is or was a director, officer,
employee,  agent or fiduciary of the Company,  or any subsidiary of the Company,
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action or inaction on the part of
Indemnitee while serving in such capacity




<PAGE>

(hereinafter an "Indemnifiable  Event") against any and all expenses  (including
attorneys'  fees and all other  costs,  expenses  and  obligations  incurred  in
connection with investigating, defending, being a witness in or participating in
(including on appeal),  or preparing to defend,  be a witness in or  participate
in, any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation), judgments, fines, penalties and amounts paid
in settlement (if such  settlement is approved in advance by the Company,  which
approval  shall not be  unreasonably  withheld)  of such Claim and any  federal,
state,  local or  foreign  taxes  imposed on the  Indemnitee  as a result of the
actual or deemed  receipt of any payments  under this  Agreement  (collectively,
hereinafter "Expenses"),  including all interest,  assessments and other charges
paid or payable in connection with or in respect of such Expenses.  Such payment
of Expenses shall be made by the Company as soon as practicable but in any event
no later than thirty (30) days after written  demand by  Indemnitee  therefor is
presented to the Company.

     (b) Reviewing Party.  Notwithstanding the foregoing, (i) the obligations of
the  Company  under  Section  l(a) shall be subject  to the  condition  that the
Reviewing Party (as described in Section 10(e) hereof) shall not have determined
(in a  written  opinion,  in any case in which  the  Independent  Legal  Counsel
referred to in Section 1(c) hereof is  involved)  that  Indemnitee  would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "Expense Advance") shall be subject to the condition that, if, when and
to the extent that the Reviewing Party  determines that Indemnitee  would not be
permitted  to be so  indemnified  under  applicable  law,  the Company  shall be
entitled to be  reimbursed  by  Indemnitee  (who hereby  agrees to reimburse the
Company) for all such  amounts  theretofore  paid;  provided,  however,  that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent  jurisdiction  to secure a  determination  that  Indemnitee  should be
indemnified under applicable law, any determination  made by the Reviewing Party
that Indemnitee  would not be permitted to be indemnified  under  applicable law
shall not be binding  and  Indemnitee  shall not be required  to  reimburse  the
Company for any Expense  Advance until a final  judicial  determination  is made
with  respect  thereto  (as to which all  rights of appeal  therefrom  have been
exhausted or lapsed).  Indemnitee's  obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged thereon.  If
there has not been a Change in Control (as defined in Section 10(c) hereof), the
Reviewing  Party shall be selected by the Board of  Directors,  and if there has
been such a Change in Control  (other  than a Change in  Control  which has been
approved by a majority of the Company's  Board of Directors  who were  directors
immediately  prior to such Change in Control),  the Reviewing Party shall be the
Independent  Legal Counsel referred to in Section l(c) hereof. If there has been
no  determination  by the Reviewing Party or if the Reviewing  Party  determines
that Indemnitee  substantively would not be permitted to be indemnified in whole
or in part under  applicable  law,  Indemnitee  shall have the right to commence
litigation seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof,  including the legal
or factual bases therefor, and the Company hereby consents to service of process
and to appear in any such proceeding.  Any  determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and Indemnitee.

     (c) Change in  Control.  The  Company  agrees  that if there is a Change in
Control of the Company  (other than a Change in Control  which has been approved
by a majority of the Company's Board of Directors who were directors immediately
prior to such Change in  Control)  then with  respect to all matters  thereafter
arising  concerning the rights of Indemnitee to


                                      -2-
<PAGE>


payments of Expenses  and Expense  Advances  under this  Agreement  or any other
agreement or under the Company's  Certificate of  Incorporation or Bylaws as now
or  hereafter  in  effect,  the  Company  shall  seek  legal  advice  only  from
Independent  Legal  Counsel (as  defined in Section  10(d)  hereof)  selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld). Such counsel, among other things, shall render its written opinion to
the Company and Indemnitee as to whether and to what extent  Indemnitee would be
permitted to be indemnified  under applicable law. The Company agrees to pay the
reasonable fees of the Independent  Legal Counsel referred to above and to fully
indemnify such counsel against any and all expenses (including attorneys' fees),
claims,  liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto.

     (d) Mandatory Payment of Expenses.  Notwithstanding  any other provision of
this Agreement  other than Section 9 hereof,  to the extent that  Indemnitee has
been successful on the merits or otherwise,  including,  without limitation, the
dismissal  of an action  without  prejudice,  in  defense of any  action,  suit,
proceeding,  inquiry or investigation referred to in Section (1)(a) hereof or in
the  defense  of any  claim,  issue  or  matter  therein,  Indemnitee  shall  be
indemnified against all Expenses incurred by Indemnitee in connection therewith.

     2. Expenses; Indemnification Procedure.

     (a)  Advancement  of  Expenses.  The Company  shall  advance  all  Expenses
incurred by Indemnitee.  The advances to be made hereunder  shall be paid by the
Company to Indemnitee as soon as practicable but in any event no later than five
(5) days after written demand by Indemnitee therefor to the Company.

     (b)  Notice/Cooperation  by Indemnitee.  Indemnitee  shall,  as a condition
precedent to Indemnitee's right to be indemnified under this Agreement, give the
Company  notice in writing  as soon as  practicable  of any Claim  made  against
Indemnitee  for  which  indemnification  will or  could  be  sought  under  this
Agreement.  Notice to the  Company  shall be  directed  to the  Chief  Executive
Officer  of the  Company  at the  address  shown on the  signature  page of this
Agreement (or such other  address as the Company  shall  designate in writing to
Indemnitee). In addition, Indemnitee shall give the Company such information and
cooperation  as it may  reasonably  require and as shall be within  Indemnitee's
power.

     (c) No Presumptions;  Burden of Proof. For purposes of this Agreement,  the
termination  of any claim,  action,  suit or  proceeding,  by  judgment,  order,
settlement  (whether with or without court  approval) or  conviction,  or upon a
plea of nolo contendere, or its equivalent,  shall not create a presumption that
Indemnitee  did not  meet  any  particular  standard  of  conduct  or  have  any
particular  belief or that a court has determined  that  indemnification  is not
permitted by applicable  law. In addition,  neither the failure of the Reviewing
Party  to  have  made a  determination  as to  whether  Indemnitee  has  met any
particular  standard  of conduct  or had any  particular  belief,  nor an actual
determination  by the Reviewing  Party that Indemnitee has not met such standard
of  conduct  or did not have such  belief,  prior to the  commencement  of legal
proceedings  by Indemnitee to secure a judicial  determination  that  Indemnitee
should be indemnified  under  applicable law, shall be a defense to Indemnitee's
claim  or  create  a  presumption  that  Indemnitee  has not met any  particular
standard of conduct or did not have any particular  belief.  In connection  with
any  determination  by the  Reviewing  Party  or  otherwise  as to


                                      -3-
<PAGE>

whether the  Indemnitee is entitled to be indemnified  hereunder,  the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.

     (d) Notice to Insurers.  If, at the time of the receipt by the Company of a
notice of a Claim  pursuant to Section  2(b) hereof,  the Company has  liability
insurance  in effect which may cover such Claim,  the Company  shall give prompt
notice of the  commencement of such Claim to the insurers in accordance with the
procedures set forth in the respective  policies.  The Company shall  thereafter
take all necessary or desirable  action to cause such insurers to pay, on behalf
of the  Indemnitee,  all  amounts  payable  as a result  of such  action,  suit,
proceeding,  inquiry  or  investigation  in  accordance  with the  terms of such
policies.

     (e)  Selection  of  Counsel.  In the event the Company  shall be  obligated
hereunder  to pay the  Expenses  of any  action,  suit,  proceeding,  inquiry or
investigation,  the  Company,  if  appropriate,  shall be entitled to assume the
defense of such action, suit, proceeding,  inquiry or investigation with counsel
approved by Indemnitee, upon the delivery to Indemnitee of written notice of its
election so to do. After  delivery of such  notice,  approval of such counsel by
Indemnitee  and the  retention of such counsel by the Company,  the Company will
not be  liable  to  Indemnitee  under  this  Agreement  for any fees of  counsel
subsequently  incurred by  Indemnitee  with  respect to the same  action,  suit,
proceeding,  inquiry or investigation;  provided that, (i) Indemnitee shall have
the right to employ Indemnitee's counsel in any such action,  suit,  proceeding,
inquiry or investigation at Indemnitee's  expense and (ii) if (A) the employment
of counsel by Indemnitee  has been  previously  authorized  by the Company,  (B)
Indemnitee  shall have  reasonably  concluded  that  there may be a conflict  of
interest  between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company  shall not  continue  to retain  such  counsel to defend such
action, suit, proceeding,  inquiry or investigation,  then the fees and expenses
of Indemnitee's counsel shall be at the expense of the Company.

     3. Additional Indemnification Rights; Nonexclusivity.

     (a) Scope.  The Company  hereby agrees to indemnify  the  Indemnitee to the
fullest extent permitted by law,  notwithstanding  that such  indemnification is
not  specifically  authorized  by the other  provisions of this  Agreement,  the
Company's  Certificate of Incorporation,  the Company's Bylaws or by statute. In
the event of any change after the date of this Agreement in any applicable  law,
statute or rule which expands the right of a Delaware corporation to indemnify a
member of its board of  directors,  it is the intent of the parties  hereto that
Indemnitee shall enjoy by this Agreement the greater  benefits  afforded by such
change.  In the event of any change in any applicable law, statute or rule which
narrows the right of a Delaware  corporation  to indemnify a member of its board
of directors or fiduciary,  such change, to the extent not otherwise required by
such law, statute or rule to be applied to this Agreement,  shall have no effect
on this Agreement or the parties' rights and obligations hereunder.

     (b) Nonexclusivity. The indemnification provided by this Agreement shall be
in  addition  to any  rights  to which  Indemnitee  may be  entitled  under  the
Company's Certificate of Incorporation,  its Bylaws, any agreement,  any vote of
stockholders  or  disinterested  directors,  the General  Corporation Law of the
State of  Delaware,  or  otherwise.  The  indemnification  provided  under  this
Agreement  shall  continue as to  Indemnitee  for any action  taken or not taken
while


                                      -4-
<PAGE>

serving in an  indemnified  capacity even though  Indemnitee  may have ceased to
serve in such capacity.

     4. No Duplication  of Payments.  The Company shall not be liable under this
Agreement to make any payment in connection with any action,  suit,  proceeding,
inquiry or investigation  made against  Indemnitee to the extent  Indemnitee has
otherwise actually received payment (under any insurance policy,  Certificate of
Incorporation,  Bylaw  or  otherwise)  of the  amounts  otherwise  indemnifiable
hereunder.

     5. Partial  Indemnification.  If Indemnitee is entitled under any provision
of this  Agreement  to  indemnification  by the Company for some or a portion of
Expenses in the  investigation,  defense,  appeal or  settlement of any civil or
criminal action, suit, proceeding,  inquiry or investigation,  but not, however,
for all of the total amount thereof,  the Company shall  nevertheless  indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

     6. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that
in certain  instances,  Federal law or applicable public policy may prohibit the
Company  from  indemnifying  its  directors,   officers,  employees,  agents  or
fiduciaries  under this  Agreement  or  otherwise.  Indemnitee  understands  and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange  Commission to submit the question of
indemnification  to a court in certain  circumstances for a determination of the
Company's right under public policy to indemnify Indemnitee.

     7. Liability  Insurance.  To the extent the  Company  maintains  liability
insurance applicable to directors,  officers,  employees, agents or fiduciaries,
Indemnitee  shall be  covered  by such  policies  in such a manner as to provide
Indemnitee  the same rights and benefits as are  accorded to the most  favorably
insured of the  Company's  directors,  if  Indemnitee  is a director;  or of the
Company's  officers,  if  Indemnitee  is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary.

     8. Exceptions.  Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

     (a)  Excluded  Action  or  Omissions.  To  indemnify  Indemnitee  for acts,
omissions or transactions from which Indemnitee may not be relieved of liability
under applicable law.

     (b) Claims  Initiated by  Indemnitee.  To indemnify or advance  expenses to
Indemnitee   with  respect  to  proceedings  or  claims   initiated  or  brought
voluntarily by Indemnitee and not by way of defense,  except (1) with respect to
proceedings  brought to  establish or enforce a right to  indemnification  under
this Agreement or any other agreement or insurance policy or under the Company's
Certificate of  Incorporation  or Bylaws now or hereafter in effect  relating to
Claims  for  Indemnifiable  Events,  (ii) in  specific  cases  if the  Board  of
Directors  has approved  the  initiation  or bringing of such suit,  or (iii) as
otherwise  required under Section 145 of the Delaware  General


                                      -5-
<PAGE>

Corporation Law, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or insurance recovery,
as the case may be.

     (c) Lack of Good Faith. To indemnify  Indemnitee for any expenses  incurred
by the  Indemnitee  with respect to any  proceeding  instituted by Indemnitee to
enforce  or  interpret  this  Agreement,  if a court of  competent  jurisdiction
determines  that each of the material  assertions made by the Indemnitee in such
proceeding was not made in good faith or was frivolous; or

     (d) Claims Under Section  16(b).  To indemnify  Indemnitee for expenses and
the payment of profits arising from the purchase and sale or, sale and purchase,
by Indemnitee  of  securities  in violation of Section  16(b) of the  Securities
Exchange Act of 1934, as amended, or any similar successor statute.

     9. Period of Limitations.  No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company  against  Indemnitee,
Indemnitee's   estate,   spouse,   heirs,   executors   or   personal  or  legal
representatives  after the  expiration  of two years from the date of accrual of
such cause of action,  and any claim or cause of action of the Company  shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action  within such  two-year  period;  provided,  however,  that if any shorter
period of limitations is otherwise  applicable to any such cause of action, such
shorter period shall govern.

     10. Construction of Certain Phrases.

     (a) For  purposes of this  Agreement,  references  to the  "Company"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority  to  indemnify  its   directors,   officers,   employees,   agents  or
fiduciaries,  so that if  Indemnitee  is or was a director,  officer,  employee,
agent or fiduciary of such constituent corporation,  or is or was serving at the
request of such constituent corporation as a director,  officer, employee, agent
or  fiduciary  of another  corporation,  partnership,  joint  venture,  employee
benefit  plan,  trust or other  enterprise,  Indemnitee  shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving  corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.


                                      -6-
<PAGE>



     (b) For purposes of this Agreement, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on  Indemnitee  with respect to an employee  benefit  plan;  and
references to "serving at the request of the Company"  shall include any service
as a director,  officer,  employee,  agent or  fiduciary  of the  Company  which
imposes duties on, or involves  services by, such director,  officer,  employee,
agent or fiduciary with respect to an employee benefit plan, its participants or
its  beneficiaries;  and if  Indemnitee  acted  in good  faith  and in a  manner
Indemnitee  reasonably  believed to be in the interest of the  participants  and
beneficiaries  of an employee  benefit plan,  Indemnitee shall be deemed to have
acted in a manner "not opposed to the best interests of the Company" as referred
to in this Agreement.

     (c) For purposes of this Agreement a "Change in Control" shall be deemed to
have  occurred if (i) any "person"  (as such term is used in Sections  13(d) and
14(d) of the Securities Exchange Act of 1934, as amended),  other than a trustee
or other  fiduciary  holding  securities  under an employee  benefit plan of the
Company or a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the
Company,  is or becomes the  "beneficial  owner" (as defined in Rule 13d-3 under
said Act),  directly or  indirectly,  of securities of the Company  representing
more  than 20% of the total  voting  power  represented  by the  Company's  then
outstanding Voting Securities,  (ii) during any period of two consecutive years,
individuals  who at the  beginning  of  such  period  constitute  the  Board  of
Directors  of the Company and any new  director  whose  election by the Board of
Directors or nomination for election by the Company's  stockholders was approved
by a vote of at least two thirds (2/3) of the directors then still in office who
either  were  directors  at the  beginning  of the period or whose  election  or
nomination  for election  was  previously  so approved,  cease for any reason to
constitute a majority thereof,  or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or  consolidation  which  would  result in the Voting  Securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  Voting  Securities  of the
surviving  entity) at least 80% of the total  voting  power  represented  by the
Voting   Securities  of  the  Company  or  such  surviving  entity   outstanding
immediately  after such  merger or  consolidation,  or the  stockholders  of the
Company  approve a plan of complete  liquidation  of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.

     (d) For purposes of this Agreement,  "Independent Legal Counsel" shall mean
an attorney or firm of attorneys,  selected in accordance with the provisions of
Section 1(c) hereof,  who shall not have  otherwise  performed  services for the
Company or  Indemnitee  within the last three years  (other than with respect to
matters  concerning the rights of Indemnitee  under this Agreement,  or of other
indemnitees under similar indemnity agreements).

     (e) For  purposes of this  Agreement,  a  "Reviewing  Party" shall mean any
appropriate  person or body  consisting  of a member or members of the Company's
Board of  Directors  or any  other  person  or body  appointed  by the  Board of
Directors  who is not a party to the  particular  Claim for which  Indemnitee is
seeking indemnification, or Independent Legal Counsel.


                                      -7-
<PAGE>


     (f) For  purposes of this  Agreement,  "Voting  Securities"  shall mean any
securities of the Company that vote generally in the election of directors.

     11.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall constitute an original.

     12. Binding Effect; Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of and be  enforceable  by the parties  hereto and
their respective successors, assigns, including any direct or indirect successor
by purchase,  merger,  consolidation or otherwise to all or substantially all of
the business  and/or  assets of the Company,  spouses,  heirs,  and personal and
legal  representatives.  The  Company  shall  require  and cause  any  successor
(whether direct or indirect by purchase, merger,  consolidation or otherwise) to
all,  substantially all, or a substantial part, of the business and/or assets of
the  Company,  by  written  agreement  in form  and  substance  satisfactory  to
Indemnitee,  expressly to assume and agree to perform this Agreement in the same
manner and to the same extent  that the Company  would be required to perform if
no such  succession  had taken place.  This  Agreement  shall continue in effect
regardless of whether Indemnitee continues to serve as a director of the Company
or of any other enterprise at the Company's request.

     13.  Attorneys'  Fees.  In the  event  that any  action  is  instituted  by
Indemnitee  under  this  Agreement  or under any  liability  insurance  policies
maintained  by the Company to enforce or  interpret  any of the terms  hereof or
thereof,  Indemnitee  shall be  entitled  to be paid all  Expenses  incurred  by
Indemnitee  with respect to such action,  regardless  of whether  Indemnitee  is
ultimately  successful in such action,  and shall be entitled to the advancement
of Expenses  with  respect to such  action,  unless as a part of such action the
court of competent  jurisdiction  over such action  determines  that each of the
material  assertions made by Indemnitee as a basis for such action were not made
in good faith or were frivolous.  In the event of an action  instituted by or in
the name of the Company under this  Agreement to enforce or interpret any of the
terms of this  Agreement,  Indemnitee  shall be entitled to be paid all Expenses
incurred by Indemnitee in defense of such action  (including  costs and expenses
incurred with respect to Indemnitee's  counterclaims  and  cross-claims  made in
such action),  and shall be entitled to the advancement Expenses with respect to
such action,  unless as a part of such action the court having jurisdiction over
such  action  determines  that each of  Indemnitee's  material  defenses to such
action were made in bad faith or were frivolous.

     14. Notice. All notices,  requests,  demands and other communications under
this  Agreement  shall be in  writing  and  shall be  deemed  duly  given (i) if
delivered by hand and receipted for by the party addressee,  on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid,  on the third  business day after the date  postmarked.  Addresses  for
notice to either party are as shown on the signature page of this Agreement,  or
as subsequently modified by written notice.

     15.  Consent to  Jurisdiction.  The  Company  and  Indemnitee  each  hereby
irrevocably  consent to the  jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this  Agreement  and agree that any action  instituted  under this
Agreement  shall be commenced,  prosecuted  and  continued  only in the


                                      -8-
<PAGE>


Court of Chancery of the State of Delaware in and for New Castle  County,  which
shall be the exclusive and only proper forum for adjudicating such a claim.

     16.  Severability.  The provisions of this Agreement  shall be severable in
the event that any of the provisions  hereof  (including any provision  within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law.
Furthermore,  to the fullest extent  possible,  the provisions of this Agreement
(including,  without limitations,  each portion of this Agreement containing any
provision  held to be  invalid,  void or  otherwise  unenforceable,  that is not
itself invalid,  void or unenforceable)  shall be construed so as to give effect
to  the  intent   manifested   by  the  provision   held  invalid,   illegal  or
unenforceable.

     17. Choice of Law. This  Agreement  shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Delaware,  as
applied  to  contracts  between  Delaware  residents,  entered  into  and  to be
performed entirely within the State of Delaware,  without regard to the conflict
of laws principles thereof.

     18. Subrogation.  In the event of payment under this Agreement, the Company
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery of  Indemnitee,  who shall execute all documents  required and shall do
all acts that may be  necessary  to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.



                                      -9-
<PAGE>



     19. Amendment and Termination. No amendment,  modification,  termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall  constitute  a waiver  of any other  provisions  hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

     20. Integration and Entire Agreement.  This Agreement sets forth the entire
understanding  between the parties hereto and supersedes and merges all previous
written  and  oral  negotiations,  commitments,  understandings  and  agreements
relating to the subject matter hereof between the parties hereto.

     21. No  Construction  as Employment  Agreement.  Nothing  contained in this
Agreement  shall be construed as giving  Indemnitee  any right to be retained in
the employ of the Company or any of its subsidiaries.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.


                                        PROPHET 21, INC.


                                        By:
                                           ----------------------------------
                                           Charles L. Boyle III
                                           President and Chief Executive Officer

AGREED TO AND ACCEPTED

INDEMNITEE:


----------------------------
(signature)

----------------------------
(name of Indemnitee)


----------------------------

----------------------------
(address)




                                      -10-

</TEXT>
</DOCUMENT>
