<PAGE>
                                                                    EXHIBIT 10.3

                      AMENDMENT NO. 1 TO PURCHASE AGREEMENT


         THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (the "Amendment"), dated as
of March 5, 2003 amends that certain Purchase Agreement (the "Purchase
Agreement"), dated as of February 12, 2003, by and among Indus International,
Inc., a Delaware corporation; SCT Utility Systems, Inc., a Delaware corporation
(the "Company"), Systems & Computer Technology Corporation, a Delaware
corporation and the indirect parent of the Company, SCT Financial Corporation, a
Delaware corporation and the direct parent of the Company, SCT Property, Inc., a
Delaware corporation; SCT International Limited, a limited liability corporation
organized under the laws of England and Wales; SCT Technologies (Canada) Inc., a
company organized and existing under the laws of the Province of Ontario,
Canada; SCT Software & Resource Management Corporation, a Delaware corporation;
and Systems & Computer Technology International B.V., a corporation organized
under the laws of the Netherlands.

                                    PREAMBLE

         Each of the Parties has entered into the Purchase Agreement, and each
of the Parties desires to amend the Purchase Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the above and the agreements set
forth herein, the Parties agree as follows:

         1.       The text of Section 2.3(a) of the Purchase Agreement is hereby
                  deleted and replaced in its entirety with the following:

                           "(a) Purchase Price. Subject to the adjustments set
                           forth in this Section 2.3, the consideration to be
                           paid by Purchaser to the Sellers for the Shares and
                           the Purchased Assets is Thirty Nine Million Thirty
                           Five Thousand Dollars ($39,035,000) ($29,035,000 of
                           which is payable in cash by wire transfer of
                           immediately available funds and $10,000,000 of which
                           is payable pursuant to the SCT Note) (collectively,
                           the "Purchase Price")."

         2.       Schedule 2.1(b)(i) hereto is hereby amended to include the SCT
                  Utilities Sales Booth in addition to those items of Purchased
                  Personal Property listed on such Schedule on the date of the
                  Purchase Agreement.

         3.       Schedule 2.1(b)(iv) hereto is hereby amended to include those
                  Contracts listed on Schedule A hereto in addition to those
                  Contracts listed on such Schedule on the date of the
                  Agreement.

         4.       The following is hereby inserted into the Purchase Agreement
                  as Section 3.14(g):
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                           "(g) The Banner General computer software program
                           that is used in the operation of the Business and
                           imbedded in the Company's software licensed to its
                           customers (the "Banner General Software") has not
                           violated or infringed, and is not violating or
                           infringing upon, any Intellectual Property of a Third
                           Party. No Person has asserted to the Company or any
                           Seller, in writing, a claim of such infringement,
                           violation or unlawful or wrongful use. The Company
                           and each Seller, as applicable, has taken
                           commercially reasonable measures to enforce, maintain
                           and protect the interests and rights to the Banner
                           General Software. Neither the Company nor any Seller
                           is obligated to make or has incurred any Liabilities
                           to make, any payments for royalties, fees or
                           otherwise to any Person for the acquisition or
                           license of any of the Banner General Software from
                           such Person. All trademarks, trade names, service
                           marks, assumed names and copyrights and all
                           registrations thereof included in or related to the
                           Banner General Software are valid and subsisting.
                           Neither the Company nor any of the Sellers has any
                           Knowledge of any infringement or misappropriation of
                           the Banner General Software."

         5.       The text of Section 6.17 of the Purchase Agreement is hereby
                  deleted and replaced in its entirety with the following:


                           "6.17 LICENSE. The Sellers shall have entered into
                           one or more license agreements pursuant to which the
                           Sellers will license certain rights to the Company,
                           including those rights set forth on Schedules
                           5.17(b.1) and 5.17(b.2), on the terms set forth in
                           Section 5.17(b) and other terms mutually acceptable
                           to the Parties (collectively, the "License
                           Agreement").

         6.       The text of Section 10.1(a)(iii) of the Purchase Agreement is
                  hereby deleted and replaced in its entirety with the
                  following:

                           "(iii) any matter relating to the claim brought by
                           KPMG Consulting, Inc. against the Company in the
                           circuit court of the eleventh judicial circuit, case
                           number 02-14170 CA10, or the Contract underlying such
                           claim as it relates to Miami-Dade County; and any
                           matter relating to the claim brought by Allegheny
                           County Sanitary Authority against Deloitte & Touche
                           LLP and Deloitte Consulting LLC in the court of
                           common pleas of Allegheny county, Pennsylvania, case
                           number 00-8729 (the "ALCOSAN Complaint") or any claim
                           against the Company arising from the facts and
                           circumstances asserted in the ALCOSAN Complaint; and
                           any matter relating to the claim brought by Integral
                           Energy Australia against the Company in the


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                           Supreme Court of New South Wales, Australia, case
                           number 20239/01, or the Contract underlying such
                           claim;"

         7.       The following is hereby inserted into the Purchase Agreement
                  as Section 10.4(e):

                  "(e) Notwithstanding the terms of Section 10.3, or any other
                  subsection of Section 10.4, of this Purchase Agreement, SCT
                  shall have, at its sole cost and expense, the sole and
                  exclusive right to control the defense of the claims
                  enumerated in Section 10.1(a)(iii) of this Purchase Agreement
                  and neither the Company nor the Purchaser shall have any right
                  to participate in the defense of, or settle, such claims
                  without the prior written consent of SCT."

         8.       The following is hereby inserted into the Purchase Agreement
                  as Section 10.10:

                           "10.10 SURVIVAL. Subject to the time limitations set
                           forth in Section 10.6(a), all representations,
                           warranties, covenants and agreements contained in
                           this Agreement or any Transaction Document shall
                           survive the Closing, except that the representations,
                           warranties, covenants and agreements contained in the
                           SCT Note, the SCT Mortgage, the SCT Guaranty, the
                           License Agreement and the Transition Services
                           Agreement shall be effective for the periods
                           specified in such agreements."

         9.       The following text is hereby added as a disclosure listed on
                  Schedule 3.21 to the Purchase Agreement in addition to the
                  other disclosures listed thereon on the date of the Agreement:

                           "A Claim has been brought by Integral Energy
                           Australia against the Company in the Supreme Court of
                           New South Wales, Australia, case number 20239/01."

         10.      The Parties hereby further agree that the delivery of the
                  License Agreement at the Closing shall (a) satisfy the
                  covenants of Sellers in Section 5.17(b) and (ii) fulfill the
                  condition precedent set forth in Section 6.17 of the Purchase
                  Agreement.

         11.      The Amendment may be executed in two or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.
                  Capitalized terms used but not otherwise defined in the
                  Amendment shall have the meaning assigned to them in the
                  Purchase Agreement.

         12.      The Amendment will be governed by and construed under the laws
                  of the State of Delaware without regard to principles
                  pertaining to conflict of laws.


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         13.      Except as specifically amended hereby, the Purchase Agreement
                  shall remain in full force and effect as is hereby ratified
                  and confirmed.

                       [Signatures on the following page]



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         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first written above.

                                  INDUS INTERNATIONAL, INC.


                                  By:   /s/ Thomas R. Madison
                                     ------------------------------------------
                                  Name:  Thomas R. Madison
                                  Title: Chief Executive Officer


                                  SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

                                  By:   /s/ Eric Haskell
                                     ------------------------------------------
                                  Name:  Eric Haskell
                                  Title: Executive Vice President


                                  SCT UTILITY SYSTEMS, INC.

                                  By:   /s/ Eric Haskell
                                     ------------------------------------------
                                  Name:  Eric Haskell
                                  Title: Senior Vice President


                                  SCT FINANCIAL CORPORATION

                                  By:   /s/ Eric Haskell
                                     ------------------------------------------
                                  Name:  Eric Haskell
                                  Title: Senior Vice President


                                  SCT PROPERTY, INC.

                                  By:   /s/ Eric Haskell
                                     ------------------------------------------
                                  Name:  Eric Haskell
                                  Title: Senior Vice President


                                  SCT INTERNATIONAL LIMITED

                                  By:   /s/ Eric Haskell
                                     ------------------------------------------
                                  Name:  Eric Haskell
                                  Title: Director



                  [Signatures continued on the following page]



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                                SCT TECHNOLOGIES (CANADA), INC.

                                By:   /s/ Eric Haskell
                                   ------------------------------------------
                                Name:  Eric Haskell
                                Title: Senior Vice President


                                SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION

                                By:   /s/ Eric Haskell
                                   ------------------------------------------
                                Name:  Eric Haskell
                                Title: Senior Vice President


                                SYSTEMS & COMPUTER TECHNOLOGY INTERNATIONAL B.V.

                                By:   /s/ Eric Haskell
                                   ------------------------------------------
                                Name:  Eric Haskell
                                Title: Director





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                                   SCHEDULE A

         The promissory notes issued by Kimberly S. Harmon, Kimberly Finch, Toya
Brown-Wallace, Janice M. Hine, Dennis Hagley, Pam Austin, Rebecca Kenneally,
Keith Loftis, Edith Mercado, Reginal S. Breedlove , Kerry Stillinger, Amy E.
Michaels and Tommy Rountree in favor of SCT.

         All Invention Assignment and Confidentiality Agreements (or similar
agreements) among Systems & Computer Technology Corporation and/or its
subsidiaries and any Hired Employee.

         Release and Separation Agreement dated May 31, 2002 by and between
Jeffrey Martini and Systems & Computer Technology Corporation.



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