AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT 

         THIS AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
    "Amendment") is made as of the 8th day of April, 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, (the "Credit
    Agreement"), by and among Bank and Borrowers, Bank agreed, inter alia,
    to extend to Borrowers a revolving credit facility in the principal
    amount of up to Twenty Million Dollars ($20,000,000.00) (the "Revolving
    Credit"), as further evidenced by that certain Promissory Note dated
    June 20, 1994 payable to Bank in the original principal amount of Twenty
    Million Dollars ($20,000,000.00) (the "Revolving Credit Note").   

         B. Borrowers have requested that Bank (i) extend through June 20,
    1999 the Maturity Date of the Revolving Credit; and (ii) amend certain
    financial and other covenants contained in the Credit Agreement; all of
    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.  EXTENSION.  The "Maturity Date" as defined in Section 1.01 of
    the Credit Agreement is hereby amended to be "June 20, 1999." 

         3.  QUICK ASSETS.  The definition of "Consolidated Quick Assets"
    contained in Section 1.01 of the Credit Agreement is hereby amended to
    be as follows:  

                "'Consolidated Quick Assets'.  At any date of determination
    the total cash, marketable securities and billed accounts receivable of
    the Company and its Subsidiaries on a consolidated basis determined in
    accordance with GAAP." 

         4.  FINANCIAL AND OTHER COVENANTS.  The following provisions of the
    Credit Agreement are hereby amended as follows: 

              (a) Section 6.02(a) is hereby deleted and replaced with the
    following: 

                      "(a)   Asset Coverage Ratio.  
                      Permit the ratio of (i) Borrowers'  
                      Quick Assets plus 0% of Borrowers'  
                      unbilled receivables to (ii) 
                      Borrowers' Consolidated Current  
                      Liabilities plus the outstanding  
                      balance of all Debt to Bank, to 
                      fail to exceed 1.0 to 1.0 measured  
                      as of the end of each fiscal 
                      quarter of the Company." 

              (b)     Section 6.02(c) is hereby deleted and replaced with  
    the following: 

                      "(c)   Debt Coverage Ratio.  Permit  
                      the ratio of Senior Debt to  
                      Consolidated Cash Flow, all  
                      determined as of the end of each 
                      fiscal quarter for the four (4) 
                      fiscal quarters then ended, to 
                      exceed (i) 2.5 to 1.0 as of  
                      September 30, 1997 and as of the 
                      end of each fiscal quarter  
                      thereafter through and including  
                      June 30, 1998 and (ii) 1.5 to 1.0 
                      as of September 30, 1999 and as of 
                      the end of each fiscal quarter 
                      thereafter." 

              (c) Dividends.  Section 6.02(g) is hereby deleted and replaced
    with the following: 

                      "(g)   Dividends, Etc.  Declare or  
                      pay any dividends, purchase or 
                      otherwise acquire for value any of  
                      its capital stock now or hereafter  
                      outstanding, or make any  
                      distribution of assets to its  
                      stockholders as such, or permit any 
                      of its Subsidiaries to purchase or 
                      otherwise acquire for value any 
                      stock of the  Company; provided,  
                      however, that as long as no Event 
                      of Default or Potential Event of  
                      Default exists, Borrowers may 
                      declare or pay dividends, 
                      repurchase their capital stock or 
                      make distributions of assets to 
                      shareholders as long as the 
                      dividends and distributions are 
                      payable in capital stock of the 
                      Borrowers or (ii) the aggregate  
                      amount of all non-stock dividends, 
                      repurchases and distributions 
                      effected after March 20, 1997 does  
                      not exceed $5,000,000.00." 

         5.  ADDITIONAL DOCUMENTS; FURTHER ASSURANCES.  Each Borrower
    covenants and agrees to execute and deliver to Bank, or to cause to be
    executed and delivered to Bank, contemporaneously herewith, at the sole
    cost and expense of Borrowers, any and all documents, agreements,
    statements, resolutions, certificates, consents and information as Bank
    may require in connection with the matters or actions described herein.
    Each Borrower further 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. 

         6.  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) covenant and agree to perform all obligations of Borrowers
    contained herein, under the Note, and under the Credit Agreement, as
    amended, and the other Loan Documents; 

              (c) 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; 

              (d) acknowledge and agree that except as previously disclosed
    to and consented to by Bank in writing, all representations and
    warranties of Borrowers contained in the Credit Agreement and/or the
    other Loan Documents are true, accurate and correct on and as of the
    date hereof as if made on and as of the date hereof; 

              (e) represent and warrant that no Event of Default or
    Potential Event of Default exists and all information described in the
    foregoing Background is true, accurate and complete; 

              (f) 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; 

              (g) acknowledge and agree that a Borrower's failure to comply
    with or perform any of its covenants, agreements or obligations
    contained in this Amendment shall constitute an Event of Default under
    the Credit Agreement and each of the Loan Documents; and 

              (h) acknowledge and confirm that SCT Software & Technology
    Services, Inc. merged with and into Borrowing Subsidiary with Borrowing
    Subsidiary being the surviving corporation, and SCT Public Sector, Inc.
    changed its corporate name to "SCT Government Systems, Inc." 

         7.  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. 

         8.  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. 

         9.  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. 

         10.  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 extensions of the Maturity Date.

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

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

         13.  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 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