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                              AMENDMENT ONE TO THE
                   SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                                      1994
                          NON-EMPLOYEE DIRECTOR STOCK
                                  OPTION PLAN


         WHEREAS, Systems & Computer Technology Corporation (the "Company")
established the Systems & Computer Technology Corporation 1994 Non-Employee
Director Stock Option Plan (the "Plan"), for the benefit of certain non-employee
directors; and

         WHEREAS, pursuant to Section 16 of the Plan, the Board of Directors of
the Company (the "Board") has the authority to amend the Plan; and

         WHEREAS, the Board has determined that the Plan shall be amended in the
manner set forth herein;

         NOW, THEREFORE, be it hereby

         RESOLVED, that the Plan is amended as follows, effective January 1,
1999:

         I.   Section 1 of the Plan is Amended by the deletion of the next to
last sentence of the section, relating to being a "formula" plan.

         II.  Section 2 of the Plan is amended by the deletion of subsection (h)
thereof, relating to the definition of "Disinterested Person".

         III. Section 2 of the Plan is amended by the deletion of subsection
(r), relating to the definition of "Outside Director," and by its replacement
with the following:

         "Outside Director" shall mean a "Non-Employee Director" within the
meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act (or any
successor Rule).

         IV.  Section 2 of the Plan is amended by the addition of the following
new definition, and is relettered accordingly:

         "Award Date" shall mean the date Amendment One to this Plan is approved
         by the affirmative vote of the holders of a majority of the shares




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         of Common Stock present in person or represented by proxy, and entitled
         to vote on the Plan, at a meeting of stockholders.

         V.  As a result of a 2-for-1 stock split of the Common Stock effected 
on May 15, 1998, the aggregate number of shares which may be awarded and sold 
under the Plan is hereby increased two-fold from 250,000 to 500,000. Section 4 
of the Plan shall be modified accordingly.

         VI. Section 5 of the Plan is amended in its entirety and replaced with
the following:

         Section 5. Participation; Awards.

         (a) Non-Discretionary Awards. On the Award Date, Outside Directors
Thomas I. Unterberg and Allen R. Freedman shall each be Awarded an Option to
purchase 40,000 Shares, provided that they are Outside Directors on such date.
The per Share exercise price of each Option awarded under this subsection shall
be equal to the Fair Market Value on the date of grant.

         (b) Discretionary Awards. The Board may grant Options under this
subsection 5(b) to Outside Directors at such times and in such amounts (subject
to the aggregate number of Shares remaining in the Pool) as the Board may
determine. However, no Outside Director will be eligible to receive an Option
under this subsection (b) until the date immediately after the fifth anniversary
date of the most recent Award granted to such Outside Director under the Plan. 
The per share exercise price of each Option awarded under this Section 5(b) 
shall be equal to the Fair Market Value on the date of grant.





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         (c) Term. No Option may be Awarded under the Plan at any time after the
tenth (10th) anniversary of the Award Date.

         VII. Section 7(a) of the Plan is amended by the addition of the
following:

         Section 7. Exercise of Options.


         (a) Exercisability. Each Option granted to Messrs. Unterberg and
Freedman under paragraph 5(a) may be exercised, on a cumulative basis, for
one-fifth of the number of Shares underlying the Option on each of the first
five anniversaries of the date the Option is Awarded. Each Option granted under
subsection 5(b) may be exercised on the terms determined by the Board at or
after the date of grant. No Option may be exercised at any time after the
earlier of (i) the date it has terminated pursuant to Section 9 of the Plan and
(ii) the tenth (10th) anniversary of the date of its Award. Accodingly, the term
in which any Option granted prior to the effective date of Amendment One to the
Plan may be exercised is hereby extended from the fifth (5th) anniversary of the
date of its Award under the tenth (10th) anniversary of the date of its Award.

         VIII. Section 16 of the Plan is amended and restated so as to read in
full as follows:

         SECTION 16. Amendment of the Plan. The Board may from time to time
suspend, terminate or discontinue the Plan or revise or amend it.

         IX. Section 25 of the Plan is amended, by replacing the words "fifth
(5th) anniversary of the Initial Award Date" with "tenth (10th) anniversary of
the Award Date."