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                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                       CODE OF BUSINESS CONDUCT AND ETHICs

Introduction

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all employees of the Company. All the
Company's employees must conduct themselves accordingly and seek to avoid even
the appearance of improper behavior. The Code should also be provided to and
followed by the Company's agents and representatives, including consultants.

         If a law conflicts with a policy in this Code of Business Conduct and
Ethics, you must comply with the law; however, if a local custom or policy
conflicts with this Code, you must comply with the Code. If you have any
questions about these conflicts, you should seek guidance in the manner
described in Section 15 of this Code.

         This Code of Business Conduct and Ethics will be strictly enforced. All
managers and supervisors are required to enforce this policy and are not
permitted to sanction or condone violations. There will be serious adverse
consequences for non-adherence to the Code, which may include removal from a
position as a director or officer, and dismissal as an employee of the Company.
If you are in a situation which you believe may violate or lead to a violation
of this Code, follow the guidelines described in Sections 15-17 of this Code.

     1. Compliance With Laws

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect and
obey the laws of the cities, states and countries in which we operate. Although
not all employees are expected to know the details of these laws, it is
important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.

     2. Ethical Conduct

         Beyond compliance with laws, the Company requires that all its
directors, officers, and employees act in a manner which meets the highest
standards of ethical behavior. This includes the obligation to avoid any actual
or apparent conflicts of interest in personal and professional relationships.
The honesty and integrity of the Company's business conduct must not be
compromised. The Company will not condone ethical violations for the sake of
personal gain, personal advantage, expediency, or perceived business advantage.

     3. Conflicts of Interest

         A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.


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         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier, whether directly as
an employee or indirectly as a consultant or board member. You are to avoid any
direct or indirect business connection with the Company's customers, suppliers
or competitors, except as a representative of the Company. Conflicts of interest
are prohibited as a matter of Company policy, except under guidelines approved
by the Board of Directors.

         Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
follow the guidelines described in Sections 15-17 of this Code.

     4. Insider Trading

         Employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of the Company's business. All non-public information
about the Company should be considered confidential information. To use
non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. The Company has a more detailed insider trading
policy to which reference should be made for specific guidelines. If you have
any questions or need a copy of the detailed insider trading policy, please
consult the Company's General Counsel.

     5. Corporate Opportunities

         Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company, either
directly or indirectly. Employees, officers and directors owe a duty to the
Company to advance the Company's legitimate interests when the opportunity to do
so arises.

     6. Competition and Fair Dealing

         The Company seeks to outperform its competition fairly and honestly.
The Company seeks competitive advantages through superior performance, never
through unethical or illegal business practices. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner's consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Each employee should endeavor to respect the
rights of and deal fairly with the Company's customers, suppliers, competitors
and employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

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         To maintain the Company's valuable reputation, compliance with its
software development procedures is critical. In designing and developing the
Company's products, it is essential that employees not violate any intellectual
property rights of others.

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers or suppliers. No gift or entertainment should ever be
offered, given, provided or accepted by any Company employee, family member of
an employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor or manager any gifts or proposed gifts which
you are not certain are appropriate.

     7. Discrimination and Harassment

         The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate discrimination, harassment or retaliation. The Company's
policy against discrimination applies to any legally protected status including
race, color, gender, religion, national origin, disability, veteran status,
sexual preference, and age. This policy also prohibits discrimination against
any person who provides information to a federal regulatory or law enforcement
agency, a member of Congress or any committee of Congress, or to a supervisor
concerning conduct which the employee reasonably believes constitutes a
violation of securities laws or any provision of federal law relating to fraud
against shareholders. The Company also prohibits discriminatory harassment of
any employee covered by the policy against discrimination.

         No employee, officer or director may retaliate against an individual
for bringing a complaint of discrimination or for participating in an
investigation or proceeding involving a complaint of discrimination.

         No one may take any action harmful to any person for providing to a law
enforcement officer any truthful information relating to the commission or
possible commission of any federal offense.

     8. Health and Safety

         The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

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     9. Accounting, Auditing, and Public Disclosure Obligations

         The Company's requirement that employees, officers, and directors,
including without limitation the Chief Executive Officer, the Chief Financial
Officer, and the Chief Accounting Officer, follow the highest ethical standards
applies directly to all actions which involve business accounting, financial
reporting, internal accounting controls, auditing matters, and public disclosure
obligations. The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported. For employees or
independent contractors who work on billable client projects, it is essential
that time be recorded accurately for each specific project such person is
working on.

         Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or an appropriate person in the
Accounting Department. Rules and guidelines are available from the Accounting
Department. The Company's expense reporting policy must be strictly adhered to.

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform to applicable legal requirements,
generally accepted accounting principles, and the Company's system of internal
controls. The Company's internal controls system is designed to ensure that the
process of gathering and processing financial data results in the accurate
preparation of the Company's financial statements. It is the Company's policy
that no employee may take any action that is not consistent with those
accounting controls.

         The Company's outside auditors play a large role in ensuring the
accuracy of the Company's financial statements and their involvement in that
process must not be compromised through conflicts of interest or other improper
pressure or coercion. The provisions of this Code of Business Conduct and Ethics
concerning business entertainment of customers and suppliers also apply to
dealings with the Company's independent public accountants. In addition, it is
prohibited under federal law and Company policy to fraudulently influence,
coerce, manipulate or mislead the Company's independent public accountants for
the purpose of rendering the Company's financial statements materially
misleading.

         Business records and communications often become public, and employees
and directors should avoid exaggeration, derogatory remarks, guesswork, or
inappropriate characterizations of people and companies that can be
misunderstood and can be harmful to the Company in a variety of ways. This
applies equally to e-mail, internal memos, and formal reports.

         Records should always be retained or destroyed according to the
Company's record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation please consult the Company's
Legal Department immediately.

         Full, fair, accurate, timely, and understandable disclosure is required
in all reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in any other public communications.

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         The Company's Audit Committee has adopted special procedures for the
receipt, retention, and treatment of complaints regarding accounting, internal
accounting controls, or auditing matters. These procedures are set out in
Section 17 of this Code.

     10. Confidentiality

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Legal Department or required by laws or regulations.
Confidential information includes without limitation all non-public information
that might be of use to competitors, or harmful to the Company or its customers,
if disclosed. It also includes information that suppliers and customers have
entrusted to the Company. The obligation to preserve confidential information
continues even after employment ends.

     11. Protection and Proper Use of Company Assets

         All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported to your supervisor, manager, or other appropriate
personnel for investigation. Company property should not be used for non-Company
business, though incidental personal use may be permitted.

         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing, product development and service plans, engineering ideas,
designs, databases, source code, software architecture and methods, records,
salary information and any unpublished financial data and reports. Unauthorized
use or distribution of this information would violate Company policy. It could
also be illegal and result in civil or even criminal penalties.

     12. Payments to Government Personnel

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's Legal Department can provide guidance to you in this area.

     13. Political Contributions

         A corporation is prohibited from making a political contribution to any
candidate for federal office. In addition, virtually every state either limits
or prohibits the making of political contributions by a corporation to a state
or local candidate or political party. If any of the Company's customers request
that the Company make a political contribution, it is essential that you get the
prior approval of both an appropriate business person in your organization as
well as the Legal Department before any contribution is made. Under no
circumstances shall the Company make a political contribution to any federal
candidates.

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     14. Waivers of the Code of Business Conduct and Ethics

         Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors and will be promptly disclosed as required by law
or stock exchange regulation.

     15. Personal Responsibility

         It is essential that the Company ensure prompt and consistent action
against violations of this Code of Business Conduct and Ethics. However, in some
situations it is difficult to know right from wrong. Since employees and
directors cannot anticipate every situation that will arise, it is important
that each individual has a way to approach a new question or problem. These are
the steps to keep in mind:

     o  Make sure you have all the facts. In order to reach the right solutions,
        the Company must be as fully informed as possible.

     o  Ask yourself: What specifically am I being asked to do? Does it seem
        unethical or improper? This will enable you to focus on the specific
        question you are faced with, and the alternatives you have. Use your
        judgment and common sense; if something seems unethical or improper, it
        probably is.

     o  Clarify your responsibility and role. In most situations, there is
        shared responsibility. Are your colleagues informed? It may help to get
        others involved and discuss the problem.

     o  Consider discussing the problem with your supervisor. In many cases,
        your supervisor will be more knowledgeable about the question, and will
        appreciate being brought into the decision-making process at an early
        stage. Remember that it is your supervisor's responsibility to help
        solve problems.

     o  Seek help from Company resources. If you believe it is not appropriate
        to discuss an issue with your supervisor, or if you do not feel
        comfortable approaching your supervisor with your question, discuss it
        with your Human Resources manager. If you are uncomfortable discussing
        the situation with your supervisor or Human Resources manager, you
        should direct your concerns to the Senior Vice President, Human
        Resources. The Company will not tolerate any retaliation against an
        employee for good faith reports of legal or ethical violations.

     o  You may report legal or ethical violations in confidence and without
        fear of retaliation. If you desire anonymity, you need not identify
        yourself when raising your concerns. Anonymity can also be maintained if
        you make your complaint in the manner set forth in Section 17 of this
        Code. If you believe there has been a material violation of this Code of
        Business Conduct and Ethics, you should report it in the manner
        described in Sections 16 and 17 of this Code. As previously stated, the
        Company does not permit retaliation of any kind against employees for
        good faith reports of legal or ethical violations.

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     o  Always ask first, act later. If you are unsure of what to do in any
        situation, seek guidance before you act.

     16. Reporting/Investigation Procedures

         Any employee who reasonably believes that there has been a material
violation of this Code of Business Conduct and Ethics should report it
immediately to the Company's General Counsel. If you believe that it is
necessary for your complaint to be handled on an anonymous basis, you may raise
your concerns in the manner described in Section 17 of this Code, even if the
matter does not regard questionable accounting or auditing matters. The General
Counsel (or his/her designee) will promptly investigate the matter. The
investigation will be handled discreetly and appropriately, and the information
will be disclosed to others only on a need to know basis and as required by law.
There will be no adverse action taken against employees who report violations of
this Code of Business Conduct and Ethics or who participate in the
investigation. If the investigation leads to a conclusion that a material
violation of this Code has occurred, the Company will take appropriate
corrective action which may include removal from a position as a director or
officer, and dismissal as an employee of the Company.

         The Company recognizes the potentially serious impact of a false
accusation. Employees are expected as part of the ethical standards required by
this Code of Business Conduct and Ethics to act responsibly in making
complaints. Making a complaint without a good faith basis is itself an ethical
violation. Any employee who makes a complaint in bad faith will be subject to
appropriate corrective action including dismissal.

     17. Special Procedures for Reporting/Investigation Complaints Regarding
     Accounting, Internal Accounting Controls, and Auditing Matters

         Any employee who reasonably believes that there has been a material
violation of this Code of Business Conduct and Ethics caused by questionable
accounting or auditing matters has the right to submit a confidential, anonymous
complaint to the Confidential Employee Hotline at 1-866-763-9361 or in writing
to Systems & Computer Technology Corporation, c/o Message Pro, 1-866-763-9361,
9700 Bissonnet, Suite 1500, Houston, TX 77036. The complaint should provide
sufficient information so that a reasonable investigation can be conducted.


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