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                              Amendment and Waiver


Systems & Computer Technology Corporation
SCT Software & Resource Management Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, PA  19355
Attention:  Eric Haskell, Senior Vice President
  and Chief Financial Officer

         Re:  Credit Agreement dated June 20, 1994 by and among
              Mellon Bank, N.A. ("Bank"), Systems & Computer Technology
              Corporation (the "Company") and SCT Software &  Resource
              Management Corporation ("Borrowing Subsidiary") (as amended, the
              "Credit Agreement")
              ----------------------------------------------------------------

Dear Eric:

         Upon acceptance of this letter agreement by the Company, the Borrowing
Subsidiary and the Guarantors (as defined in the Credit Agreement), this letter
agreement shall constitute the agreement among such parties and the Bank as to
the matters contained herein and, to the extent expressly provided herein, an
amendment to the Credit Agreement. All capitalized terms appearing herein which
are not defined herein shall have such meaning as provided in the Credit
Agreement.

         1.   Amendment to Credit Agreement. In order to provide for payment of
              interest accruing at the As-Offered Rate monthly on the first day
              of each calendar month, last sentence of the definition of
              "Interest Payment Date" contained in Section 1.01 of the Credit
              Agreement is hereby amended to be as follows: "As to any
              As-Offered Rate Loan, the first day of each calendar month during
              the term thereof."

         2.   Waiver. Bank hereby waives any event of default that may exist
              under Section 6.02(i) of the Credit Agreement based on or arising
              out of loans and advances in the aggregate principal amount of up
              to Two Million Five Hundred Thousand Dollars ($2,500,000.00)
              extended by the Company to Campus Pipeline, Inc. during June,
              1999. Borrowers hereby represent, warrant and confirm to Bank
              that, as of the date hereof, such loans and advances to Campus
              Pipeline, Inc., and all other loans and advances by Borrowers, or
              either of them, to Campus Pipeline, Inc., have converted to equity
              interests in Campus Pipeline, Inc. and that the Company owns not
              less than 60% of the total outstanding equity interests in Campus
              Pipeline, Inc.

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         3.   Confirmation. Each Borrower does hereby ratify, confirm and
              acknowledge that the Credit Agreement, as amended, and the other
              Loan Documents continue to be and are valid, binding and in full
              force and effect.

         4.   Inconsistencies. To the extent of any inconsistency between the
              terms, conditions and provision of this letter agreement and the
              terms, conditions and provisions of the Credit Agreement or the
              other Loan Documents, the terms, conditions and provisions of this
              letter agreement shall prevail. All terms, conditions and
              provisions of the Credit Agreement and the other Loan Documents
              not inconsistent herewith shall remain in full force and effect
              and are hereby ratified and confirmed by Borrowers.

         IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have executed this letter agreement as of the 30th day of August, 1999.

                             MELLON BANK, N.A.


                             By:      ____________________________________
                                      Frank P. Mohapp, Vice President


                             SYSTEMS & COMPUTER TECHNOLOGY
                             CORPORATION

[CORPORATE SEAL]
                             By:      ___________________________________
                                      Eric Haskell, Senior Vice President


                             SCT SOFTWARE & RESOURCE MANAGEMENT
                             CORPORATION

[CORPORATE SEAL]
                             By:      ___________________________________
                                      Eric Haskell, Senior Vice President



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                           ACKNOWLEDGMENT AND CONSENT
                           --------------------------

         The undersigned Guarantors hereby acknowledge and consent to the
foregoing Amendment and agree that the foregoing Amendment and Waiver shall not
constitute a release or waiver of any of the obligations of the undersigned to
the Bank under the terms of their respective Subsidiary Guaranty Agreements
dated June 20, 1994, all of which are hereby ratified and confirmed.

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed this Acknowledgment and Consent, effective as of the date
of the foregoing Amendment and Waiver.

                              SCT UTILITY SYSTEMS, INC.


                              By:      ________________________________________
                              Name/Title:    __________________________________


                              SCT GOVERNMENT SYSTEMS, INC.
                              (formerly known as "SCT Public Sector, Inc.")


                              By:      ________________________________________
                              Name/Title:    __________________________________


                              SCT FINANCIAL CORPORATION


                              By:      ________________________________________
                              Name/Title:    __________________________________


                              SCT INTERNATIONAL LIMITED


                              By:      ________________________________________
                              Name/Title:    __________________________________


                              SCT PROPERTY, INC.


                              By:      ________________________________________
                              Name/Title:    __________________________________