AMENDMENT TEN
                                   to the
                                VAR AGREEMENT
                                   between
                     SYSTEMS & COMPUTER TECHNOLOGY CORP.
                                     and
                             ORACLE CORPORATION

This document ("Amendment Ten") shall serve to amend the VAR Agreement and
any amendments thereto between Systems & Computer Technology Corp. (the
"VAR") and Oracle Corporation ("Oracle") dated September 1, 1991 (the
"Agreement").


The Agreement is hereby amended as follows:

1.   In consideration for the VAR's payment to Oracle of fees specified as
     "Total Net License Fees" in Exhibit A, the VAR shall have the one-time
     right to Sublicense the Programs set forth in Exhibit A (the "Programs")
     to the City of Las Cruces (the "Network Sublicensee") for the Network
     Sublicensee's use in the United States on the Hardware in the Network as
     set forth in Exhibit A ("Network Sublicense").  Pursuant to a Payment
     Plan Agreement ("PPA") between the VAR and Oracle Credit Corporation
     ("OCC"), the parties thereto have arranged for OCC to pay Oracle for the
     Total Net License Fees due under this Amendment Ten on behalf of the
     VAR, in the aggregate amount of $350,369, plus applicable taxes.
     Therefore, the parties agree that upon execution of the PPA, OCC shall
     be responsible for discharging the payment obligations of the VAR to
     Oracle for such fees.  Such payment shall be due and payable thirty (30)
     days from the Effective Date below.  Except as otherwise provided in the
     Agreement and this Amendment, the payment is noncancelable and the sum
     paid nonrefundable.  Exhibit A is attached hereto and incorporated
     herein.

2.   As specified in Section 2.3.A of the Agreement, the VAR shall Sublicense
     the Programs to the Network Sublicensee through a Sublicense agreement
     that shall include certain contractual provisions (the "Sublicense
     Agreement").  Such Sublicense Agreement shall also include the Programs,
     number of Named Users, Concurrent Devices, limitations on use, and terms
     and definitions specified in this Amendment Ten, all of which shall be
     specified to this Network Sublicense transaction.

3.   The VAR shall have the right to deliver to the Network Sublicense one
     (1) copy of the software media ("Master Copy") and two (2) sets of
     Documentation for each Program currently available in production release
     as of the Effective Date for use on the Hardware in the Network.  The
     VAR shall have a thirty (30) day Acceptance Period in which to evaluate
     the Programs.  The Acceptance Period for each of the Programs and all
     subsequent copies shall commence on delivery by the VAR of the Master
     Copy of the Programs, and all subsequent copies shall be deemed accepted
     upon acceptance of the Master Copy.  On the date that the Programs are
     delivered by the VAR to the Network Sublicensee, the VAR shall provide a
     written notice to Oracle, verifying the delivery of such Programs.  The
     Network Sublicensee shall be responsible for copying the software media
     for the Programs and for installing the Programs for the Network
     Sublicensee's use in accordance with the terms of the Sublicense
     Agreement.  The Network Sublicensee may copy one set of bound and/or
     cdrom Documentation for each licensed User/Device of the Programs.
     Oracle has no shipment obligation under this Amendment Ten.

4.   For two (2) years from the Effective Date of this Amendment Ten, the VAR
     may offer to the Sublicensee the one-time option to add up to three (3)
     additional Hardware/operating systems to the Network for the Programs
     Sublicensed pursuant to this Amendment Ten, at no charge, provided such
     Programs are available in production release on the additional
     Hardware/operating systems at the time the VAR notifies Oracle of the
     exercise of such option.

     The VAR shall have the right to deliver to the Network Sublicensee a
     single Master Copy of the Programs for the additional Hardware/operating
     systems.  These Programs may only be delivered, copied and installed in
     accordance with the terms of this Amendment Ten and the Agreement.  The
     VAR acknowledges that the Programs Sublicensed pursuant to this
     Amendment Ten may not be available on the additional Hardware/operating
     systems added pursuant to this Section and that the availability of such
     Programs will not affect the VAR's payment obligations in this Amendment
     Ten.  Oracle is under no obligation to make available any Programs or
     Program/Hardware combinations.  Oracle has no shipment obligation.

5.   For two (2) years from the Effective Date of this Amendment Ten, the VAR
     may additionally acquire for Sublicense to the Sublicensee at the Full
     Use license level those Programs listed in Exhibit B, provided that such
     Programs are available in production release and are listed on Oracle's
     U.S. Price List for installation on the Hardware as of the Effective
     Date of this Amendment Ten.  The Sublicense fee payable by the VAR to
     Oracle for such Programs shall be equal to Oracle's standard list
     license fees for such Programs in effect as of such Effective Date,
     discounted by twenty percent (20%).  Such payment shall be due and
     payable under the terms and conditions of the Agreement.

     The VAR acknowledges that the Programs specified in Exhibit B may not be
     currently available.  The VAR agrees that it has not relied on the
     future availability of such Programs in executing this Amendment Ten and
     that the availability of such Programs will not affect VAR's payment
     obligations in this Amendment Ten.  Oracle is under no obligation to
     make available any Programs or Program/Hardware combinations.

6.   For two (2) years from the Effective Date below, the VAR may offer to
     the Sublicensee the option to increase the number of Named
     Users/Concurrent Devices licensed to use the Programs in Exhibit A
     ("Additional Users").  Notwithstanding any other provision of the
     Agreement, the Sublicense fee payable by the VAR to Oracle for such
     Additional Users shall be as set forth in Exhibit C.  Such fee shall be
     due and payable under the terms and conditions of the Agreement.  Oracle
     has no shipment obligation.

7.   The VAR shall be responsible for providing technical support services to
     the Network Sublicensee in accordance with Section 5.1 of the Agreement.

8.   For the purposes of this Amendment Ten, the following definitions shall
     apply:

     * A "Network" shall mean any number of computers of the Hardware
       specified in Exhibit A which are directly or indirectly connected by
       connectivity Programs.
     * A "Named User" is defined as an individual who is authorized by the
       Network Sublicensee to use the Programs regardless of whether the
       individual is actively using the Programs at any given time.
     * The number of "Concurrent Devices" is defined as the maximum number of
       terminals and input devices being used to access the Programs at a
       given point in time.  If multiplexing software or hardware (e.g., a TP
       monitor) is used in the Hardware, the number of Concurrent Devices
       must be measured as the number of terminals and input devices being
       used at the multiplexing front-end.
     * "Deployment Programs" shall mean Programs which are limited to use
       solely for the purpose of running applications, and may not be used to
       create or alter tables or reports except as necessary for operating
       the applications.

Other than the modifications set forth above, the terms and conditions of the
Agreement remain unchanged, and in full force and effect.

The Effective Date of this Amendment Ten is June 26, 1996.

SYSTEMS & COMPUTER
TECHNOLOGY CORP.                      ORACLE CORPORATION

By:    /s/ Richard A. Blumenthal      By:    /s/ Matthew J. Hiatt
       -------------------------             ------------------------

Name:  Richard A. Blumenthal          Name:  Matthew J. Hiatt
       -------------------------             ------------------------

                                             Manager - East Region
Title: Sr. VP                         Title: Channels Sales Support
       -------------------------             ------------------------


                                  Exhibit A


I.   Hardware                           Client Hardware

     Make/Model:  IBM RS 6000           Make/Model:  PC Compatible
     Operating System:  AIX             Operating System:  Windows
     Media Type:  CD Rom                Media Type:  CD Rom

     Make/Model:  PC Compatible
     Operating System:  Netware
     Media Type:  CD Rom


II.  Programs

     User Programs:

     Program                  User Level                    License Level
     Oracle 7 Server          5 Concurrent Devices          Full Use
     Oracle 7 Server          345 Concurrent Devices        Deployment

     Client Programs:

     Program                  User Level                    License Level
     Developer/2000           5 Named Users                 Full Use
     Programmer/2000          10 Named Users                Full Use


     Total Net License Fees:  $350,369.00




                                  Exhibit B


Programs

Oracle7 Server
Personal Oracle 7
Oracle Workgroup Server
Trusted Oracle7 Server
Oracle Enterprise Manager Performance Pack
advanced networking option
distributed option
advanced replication option
parallel query option
parallel server option
text server option
spatial data option
Oracle TextServer3
Oracle Mobile Agents
Discoverer/2000
SQL*Plus
CASE*Exchange
Designer/2000
Developer/2000
Programmer/2000
Oracle Procedure Builder
Power Objects Client/Server Edition
Power Objects Standard Edition
Oracle Media Objects
Oracle Book
Mobile Agents Developer's Kit



                                  Exhibit C


                                                           Sublicense Fee per
Program            User Type            License Level      Additional User
---------------    ------------------   ----------------   ------------------
Oracle 7 Server    Concurrent Devices   Deployment         $1,058.00
Oracle 7 Server    Concurrent Devices   Full Use           $1,809.00
Developer/2000     Named User           Full Use           $4,781.00