THIRD AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT 


         THIS THIRD AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
    "Amendment") is made as of the 4th day of June, 1997, by and among
    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION ("Company"), SCT SOFTWARE &
    RESOURCES MANAGEMENT CORPORATION ("Borrowing Subsidiary") (collectively,
    "Borrowers" and individually a "Borrower") and MELLON BANK, N.A.
    ("Bank"). 

                                    BACKGROUND 

         A.  By a Credit Agreement dated June 20, 1994, as amended by
    Amendment and Modification to Credit Agreement dated April 8, 1997, and
    by a Second Amendment and Modification to Credit Agreement dated April
    8, 1997 by and among Bank and Borrowers (collectively, the "Credit
    Agreement"), each Bank agreed, inter alia, to (i) extend to Borrowers a
    revolving credit facility in the principal amount of up to Thirty
    Million Dollars ($30,000,000.00) (the "Revolving Credit"), as further
    evidenced by that certain Amended and Restated Promissory Note dated
    April 8, 1997 payable to Bank in the original principal amount of Thirty
    Million Dollars ($30,000,000.00) (the "A&R Note"); and (ii) make
    available a temporary increase in the Revolving Credit of Five Million
    Dollars ($5,000,000.00) to a total of Thirty-Five Million Dollars
    ($35,000,000.00), as further evidenced by that certain Note dated April
    8, 1997 payable to Bank in the original principal amount of Five Million
    Dollars ($5,000,000.00) (the "Increase Note"). 

         B. Borrowers have requested that Bank terminate the temporary
    increase, which Bank is willing to do on the terms set forth herein. 

         NOW, THEREFORE, intending to be legally bound hereby, the parties
    hereto agree as follows: 

         1.  CAPITALIZED TERMS.  Capitalized terms not otherwise defined
    herein will have the meanings set forth therefor in the Credit
    Agreement. 

         2.     TEMPORARY INCREASE. 

                (a) Section 2.01(a)(1) of the Credit Agreement is hereby
    deleted and not replaced. 

                (b) The Increase Note shall be marked "canceled" or "void". 

                (c) Commencing on the date hereof, the commitment fee
    required under Section 2.01(d) of the Credit Agreement shall be
    calculated as if the Temporary Increase had expired, i.e., the
    commitment fee shall be calculated on 5/16 of 1% per annum of the unused
    portion of the $30,000,000.00 then available under the Revolving
    Commitment, subject to an increase to 3/8 of 1% per annum upon the
    occurrence of an Event of Default. 

         3.  FURTHER ASSURANCES.  Each Borrower covenants and agrees to
    execute and deliver to Bank or to cause to be executed and delivered at
    the sole cost and expense of Borrowers, from time to time, any and all
    other documents, agreements, statements, certificates and information as
    Bank shall reasonably request to evidence or effect the terms hereof,
    the Credit Agreement, as amended, or any of the other Loan Documents. 

         4.  FURTHER AGREEMENTS AND REPRESENTATIONS.  Each Borrower does
    hereby: 

                (a) 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; 

                (b) acknowledge and agree that such Borrower has no defense,
    set-off, counterclaim or challenge against the payment of any sums owing
    under Loan Documents, the enforcement of any of the terms of the Credit
    Agreement, as amended, or the other Loan Documents; and 

                (c) acknowledge and agree that nothing contained herein and
    no actions taken pursuant to the terms hereof is intended to constitute
    a novation of the Credit Agreement or any of the other Loan Documents,
    and does not constitute a release, termination or waiver of any of the
    guarantees, rights or remedies granted to the Bank therein, which
    guarantees, rights and remedies are hereby ratified, confirmed, extended
    and continued as security for the obligations of Borrowers to Bank under
    the Credit Agreement and the other Loan Documents, including, without
    limitation, this Amendment. 

         5.  COSTS AND EXPENSES.  Borrowers shall pay to Bank all costs and
    expenses incurred by Bank in connection with the review, preparation and
    negotiation of this Amendment and all documents in connection therewith,
    including, without limitation, all of Bank's attorneys' fees and costs. 

         6.  INCONSISTENCIES.  To the extent of any inconsistency between
    the terms, conditions and provisions of this Amendment and the terms,
    conditions and provisions of the Credit Agreement or the other Loan
    Documents, the terms, conditions and provisions of this Amendment 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. 

         7.  CONSTRUCTION.  All references to the Credit Agreement therein
    or in any other Loan Documents shall be deemed to be a reference to the
    Credit Agreement as amended hereby. 

         8.  NO WAIVER.  Nothing contained herein and no actions taken
    pursuant to the terms hereof are intended to nor shall they constitute a
    waiver by the Bank of any rights or remedies available to Bank at law or
    in equity or as provided in the Credit Agreement or the other Loan
    Documents.  Nothing contained herein constitutes an agreement or
    obligation by Bank to grant any further increases in the Revolving
    Commitment. 

         9.  BINDING EFFECT.  This Amendment shall be binding upon and inure
    to the benefit of the parties hereto and their respective successors and
    assigns. 

        10.  GOVERNING LAW.  This Amendment shall be governed by and
    construed in accordance with the laws of the Commonwealth of
    Pennsylvania. 

        11.  HEADINGS.  The headings of the sections of this Amendment are
    inserted for convenience only and shall not be deemed to constitute a
    part of this Amendment. 

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


                                  SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 

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


                                  SCT SOFTWARE & RESOURCE MANAGEMENT
    CORPORATION 

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


                                  MELLON BANK, N.A. 
                                  By: /s/ Jacob E. Reiter                 
                                  Jacob E. Reiter, First Vice President 






                            ACKNOWLEDGMENT AND CONSENT 











         The undersigned Guarantors hereby acknowledge and consent to the
    foregoing Amendment and agree that the foregoing Amendment 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 Agreement. 


                             SCT UTILITY SYSTEMS, INC. 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      


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

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      


                             SCT FINANCIAL CORPORATION 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      

                              
                             SCT INTERNATIONAL LIMITED 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP                      

                              
                             SCT PROPERTY, INC. 

                             By: /s/ Eric Haskell                    
                             Name/Title: Sr. VP