AMENDMENT TO LOAN DOCUMENTS


         Amendment  made as of June 30,  1998 by and among STV  GROUP,  INC.,  a
Pennsylvania  corporation  ("STV")  and  STV's  consolidated  subsidiaries  (the
"Subsidiaries"),  as follows:  STV  INCORPORATED,  a New York  corporation,  STV
ARCHITECTS,  INC.,  a  Pennsylvania  corporation,  STV  ENVIRONMENTAL,  INC.,  a
Pennsylvania corporation,  STV INTERNATIONAL,  INC., a Pennsylvania corporation,
STV SURVEYING,  INC., a Delaware corporation,  and STV CONSTRUCTION  SERVICES, a
Pennsylvania  corporation  (collectively  referred  to as  the  "Borrowers"  and
individually as "Borrower"),  and FIRST UNION NATIONAL BANK, successor by merger
to CORESTATES BANK, N.A.,  successor by merger to FIRST  PENNSYLVANIA  BANK N.A.
("Bank") to amend and modify the existing Loan Agreement ("Loan  Agreement") and
the Security  Agreement,  each dated  February  28, 1986 and each as  heretofore
amended   together  with  all  related   agreements   issued  pursuant   thereto
(collectively, the "Loan Documents").

         The Borrowers and the Bank have agreed to reduce the maximum  available
amount of the Line of Credit  from  $16,500,000  to  $15,500,000,  to reduce the
interest  rate on the Line of Credit  to Prime  Rate and to make  certain  other
changes to the Loan Documents.

         NOW, THEREFORE, under the laws of the Commonwealth of Pennsylvania, the
Borrowers,  jointly and  severally,  and the Bank,  each intending to be legally
bound  hereby  and  for  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, agree as follows:

         1. Definitions.  This Amendment constitutes the Eighth Amendment to the
Loan  Agreement  and is  intended  to amend  the Loan  Documents  as of the date
hereof.  All terms used herein as defined terms,  but not defined herein,  shall
have the meanings ascribed to them in the Loan Documents.

         2. Amendments to Line of Credit. The parties agree that:

            (a)  Section  1.1(a)  of the Loan  Agreement  is hereby  amended  to
read in its entirety as follows:

                           "Subject  to the terms and  conditions  hereof and in
         the absence one or more unwaived events of default under this Agreement
         and/or a pending  demand by the Bank for payment under the Demand Note,
         the Bank agrees to lend and relend to Borrowers  from time to time such
         sum or sums of money as may be  requested by the  Borrowers  and as the
         Bank,  in it sole  discretion,  may approve,  which shall not exceed in
         aggregate  principal amount at any one time outstanding Fifteen Million
         Five Hundred Thousand Dollars ($15,500,000) (the "Line of Credit"). The
         Line of Credit shall be  evidenced  by the Eighth  Amended and Restated
         Demand Note (the "Eighth Amended and Restated Demand Note") in the form
         attached hereto."



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                  (b) All  references  in the Loan  Documents  to "Demand  Note"
shall  henceforth be deemed to refer to the Eighth  Amended and Restated  Demand
Note, the form of which is attached hereto as Exhibit "A".

                  (c) The first sentence of Section 1.1(b) of the Loan Agreement
is hereby amended to read in its entirety as follows:

                           "Subject to the terms and conditions  hereof and of a
                  certain  Standby  Letter  of  Credit  and  Security  Agreement
                  executed by all of the Borrowers under even date herewith (the
                  "L/C  Agreement"),  Bank hereby agrees,  in its sole option to
                  issue  standby  letters  of  credit  upon the  request  of the
                  Borrowers  and for  their  account,  provided  that at no time
                  shall Bank issue letters of credit  aggregating in face amount
                  in excess of $3,000,000 (the "L/C  Sublimit"),  and at no time
                  may the aggregate  loans under the Eighth Amended and Restated
                  Demand  Note and  letters  of credit  under  the L/C  Sublimit
                  exceed $15,500,000."

                  (d) The First sentence of Section 3 of the Loan Agreement is
hereby amended to read in its entirety as follows:

                           "Interest  shall  accrue  on  the  unpaid   principal
                  balance from time to time outstanding under the Eighth Amended
                  and Restated  Demand Note at an interest  rate per annum equal
                  to the Bank's prime  commercial rate of interest (which is not
                  necessarily  the  lowest  rate  charged by the Bank) in effect
                  from time to time,  with  changes in said rate to be effective
                  immediately  ("Prime  Rate"),  based on a 360 day year for the
                  actual days elapsed.

         3.  Existing  Security.  Borrowers  hereby  agree and confirm  that all
obligations of the Borrowers  under the Loan Documents  remain in full force and
effect and, together with this Amendment,  are and continue to be secured by the
liens and security  interests set forth in the Loan Documents.  Without limiting
the  generality  of the  foregoing,  the  Borrowers  agree and confirm  that the
security  interests  granted and set forth in Section 2.1 of the Loan  Agreement
and in the  Security  Agreement  apply  with  respect  to each of the  Borrowers
hereunder and remain in full force and effect and, in furtherance thereof,  each
of the Borrowers hereby grants to the Bank a lien upon and security  interest in
the  property and assets of the  Borrowers  described in Section 2.1 of the Loan
Agreement and in the Security Agreement.

         4. Representations and Warranties.  STV and each of the other Borrowers
hereby represent and warrant to the Bank:

                  (a) that all  representations  and warranties  made by each of
them in the Loan  Documents  remain true and correct on and of this date,  as if
newly made on and as of this date, and no event of default,  or event which with
the lapse of time or giving of notice, or both, would be an event of default has
occurred and is continuing under the Loan Documents;


                                      -2-

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                  (b) that no person or entity has any lien,  security interest,
mortgage,  pledge, charge or encumbrance on any of the assets, real or personal,
tangible  or  intangible,  of STV or any other  Borrower,  except  for the liens
heretofore  granted  to the Bank or except  as to those  liens  which  have been
agreed to by the Bank in writing;

                  (c) that the Subsidiaries identified in the first paragraph of
this  Amendment  are  all of the  subsidiaries  of STV  and  that  each  of such
Borrowers is a corporation duly organized, validly existing and in good standing
under  the laws of its  state of  incorporation  (as set  forth on  Exhibit  "B"
attached  hereto),  is duly  qualified as a foreign  corporation  and is in good
standing in all other  jurisdictions  in which the failure to do so could have a
material adverse affect on its financial condition or business operations;  each
of the Borrowers has the authority and legal right to take all actions  required
of it hereunder,  and all such  corporate  actions have been taken;  and no such
action  contravenes  the  provisions  of the  charter  or  by-laws of any of the
Borrowers or any note,  indenture,  contract or agreement to which it is a party
or by which it or any of its property is bound;

                  (d)  that,  except  as set forth on  Exhibit  "C",  all of the
subsidiaries  of STV are  Borrowers  and are parties to this  Amendment  and the
Eighth  Amended and Restated  Demand Note and that such  subsidiaries  listed on
Exhibit "C" are  inactive  and do not own any assets in excess of $25,000 in the
aggregate.

                  (e)  the  Loan  Documents  are  and  remain  valid,   binding,
enforceable and in full force and effect as of the date hereof,  and none of the
Borrowers (or any other party to the Loan  Documents)  has any defense,  setoff,
counterclaim,  or  challenge  against the payment of any of the sums owing under
the terms of the Loan  Documents  or the  enforcement  or validity of any of the
terms thereof.

         5.  Conditions.  As conditions  precedent to the  effectiveness of this
Amendment:

                  (a) Each of the Borrowers  shall have  furnished the Bank with
certified  copies of resolutions  adopted by its Board of Directors  authorizing
the execution and delivery of this  Amendment and all  reasonable  and necessary
actions ancillary thereto.

                  (b) STV shall have paid or reimbursed  the Bank for the Bank's
costs and expenses in connection with this Amendment.

         6. Further  Assurances.  Each of the Borrowers hereby agrees to execute
and  deliver  to  Bank  such  additional  agreements  and  other  documentation,
including such UCC-1 and UCC-3  financing  statements  (and to pay all costs and
expenses of the Bank in connection therewith),  as Bank may request from time to
time, to assure the perfection,  protection and enforcement of the Bank's rights
under the Loan Documents and hereunder.

         7.  Effect of  Amendment;  Continuing  Validity.  Except  as  expressly
provided in this  Amendment,  the Loan Documents  shall remain in full force and
effect in accordance with their

                                      -3-

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respective terms.  Without limiting the generality of the foregoing,  nothing in
this Amendment shall be construed to:

                  (a) impair the validity, perfection or priority of any lien or
 security interest securing the Liabilities;

                  (b) waive, release or impair any rights, powers or remedies of
the Bank under the Loan Documents;

                  (c) require the Bank to further modify any provision of the 
Loan Documents; or

                  (d) require the Bank to make any loans or other  extensions of
credit to the Borrowers.

In the event of any  inconsistency  between the terms of this  Amendment and the
Loan Documents, this Amendment shall govern. Except as expressly amended hereby,
all terms and conditions of the Loan  Documents  remain in full force and effect
as written and to that end all such provisions are deemed incorporated herein by
reference.   Borrower  acknowledges  that  it  has  consulted  with  counsel  in
connection with the negotiation and delivery of this Amendment.

         IN WITNESS  WHEREOF,  each of the undersigned has caused this Amendment
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.

STV GROUP, INC.                                      STV ENVIRONMENTAL, INC.

By:  /s/ Peter W. Knipe                              By:  /s/ Peter W. Knipe

STV ARCHITECTS, INC.                                 STV INCORPORATED

By:  /s/ Peter W. Knipe                              By:  /s/ Peter W. Knipe

STV SURVEYING, INC.                                  STV INTERNATIONAL, INC.

By:  /s/ Peter W. Knipe                              By:  /s/ Peter W. Knipe

                                                     STV CONSTRUCTION SERVICES

                                                     By:  /s/ Peter W. Knipe

                                                     FIRST UNION NATIONAL BANK

                                                     By:  /s/ Margaret A. Byrne


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                                    EXHIBIT A

                     EIGHTH AMENDED AND RESTATED DEMAND NOTE



$15,500,000                                                     Philadelphia, PA
                                                                June 30, 1998



                  FOR  VALUE   RECEIVED,   STV  GROUP,   INC.,  a   Pennsylvania
corporation,  STV INCORPORATED,  a New York corporation, STV ARCHITECTS, INC., a
Pennsylvania   corporation   and  STV   ENVIRONMENTAL,   INC.,  a   Pennsylvania
corporation, STV INTERNATIONAL, INC., a Pennsylvania corporation, STV SURVEYING,
INC.,  a  Delaware  corporation,   STV  CONSTRUCTION  SERVICES,  a  Pennsylvania
corporation (individually a "Borrower" and collectively,  "Borrowers"),  jointly
and severally  promise to pay ON DEMAND,  without  defalcation,  to the order of
FIRST UNION  NATIONAL BANK (the "Bank")  FIFTEEN  MILLION FIVE HUNDRED  THOUSAND
DOLLARS  ($15,500,000) or such lesser  outstanding  principal  balance as may be
outstanding  from time to time  hereunder,  and to pay  interest  on the  unpaid
principal balance from time to time outstanding  hereunder at a fluctuating rate
per annum equal to the Prime Rate (hereinafter defined). "Prime Rate" means that
rate of interest  periodically  established by the Bank and designated its Prime
Rate (which is not  necessarily  the lowest rate  charged by the Bank),  as such
rate may change from time to time with changes  therein  effective  immediately.
All interest  accruing  hereunder  shall be payable  monthly in arrears upon the
first  business day of each  calendar  month or upon demand;  all such  interest
shall be computed on the basis of actual days elapsed and a year of 360 days.

                  Any amount payable  hereunder which is not paid when due shall
bear  interest  from the day  when due  until  paid in  full,  at a  fluctuating
interest  rate per annum equal at all times to the Prime Rate plus three percent
(3%);  all such interest shall be payable on demand.  Notwithstanding  any other
provision of the Loan  Agreement,  interest paid or becoming due hereunder shall
in no event be in an  amount  or  computed  at a rate  which  is  prohibited  by
applicable  statute.  Both principal and interest are payable in lawful money of
the  United  States of  America  in same day funds to the Bank at its  principal
office in  Philadelphia,  Pennsylvania,  or at such other  place as the Bank may
designate.

                  Payment of this Note shall not be subject to any counterclaim,
set-off,  recoupment or defense of any kind by or in the right of the Borrowers,
and the Borrowers hereby expressly and irrevocably waive any right such Borrower
may  now or at any  time  in the  future  have  to  bring  or  assert  any  such
counterclaim  set-off,  recoupment  or  defense.  It is  the  intention  of  the
Borrowers  and the  holder  thereof  that  this  Note  shall be paid  absolutely
according  to its terms and that the  Borrowers  shall  pursue any  claims  such
Borrowers may have by independent action.



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                  The  Borrowers  agree to pay,  and to hold the  holder  hereof
harmless from and against,  all liabilities  for expenses  arising in connection
with the  enforcement  by the holder of its rights  under this Note and the Loan
Agreement.

                  This Eighth  Amendment and Restated  Demand Note is the Demand
Note  referred  to in, and is entitled to the  benefits  of, the Loan  Agreement
dated February 28, 1986, as amended thorough the date hereof by amendments no. 1
through no. 8 (as so amended,  the "Loan  Agreement") by and among the Borrowers
and the Bank, and the Security Agreement dated February 28, 1986, as amended (as
so amended,  the "Security  Agreement") by and among the Borrowers and the Bank,
and is entitled to the  benefits of the  security  interest  granted to the Bank
therein and the guaranties thereunder.

                  This Eighth  Amended and Restated  Demand Note has been issued
by the  Borrowers  to amend and restate the prior  amended and  restated  demand
notes,  and all amounts  outstanding  or accrued under said prior notes shall be
outstanding  and accrued under this Eighth Amended and Restated Demand Note, and
this Eighth  Amended  and  Restated  Demand Note is not a novation  but shall be
deemed to be one and the same instrument as said prior notes except as expressly
amended under the Loan Agreement.




                                      -2-

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                  IN WITNESS  WHEREOF,  the undersigned  have duly executed this
Eighth  Amended and Restated  Demand Note by their  respective  duly  authorized
officers.


STV GROUP, INC.                                    STV INCORPORATED


By:      /s/ Peter W. Knipe                        By:      /s/ Peter W. Knipe

Attest:  /s/ Anna Marie Boore                      Attest:  /s/ Anna Marie Boore
                  (Corporate Seal)                             (Corporate Seal)


STV ARCHITECTS, INC.                               STV ENVIRONMENTAL, INC.


By:      /s/ Peter W. Knipe                        By:      /s/ Peter W. Knipe

Attest:  /s/ Anna Marie Boore                      Attest:  /s/ Anna Marie Boore
                  (Corporate Seal)                             (Corporate Seal)


STV SURVEYING, INC.                                STV INTERNATIONAL, INC.


By:      /s/ Peter W. Knipe                        By:      /s/ Peter W. Knipe

Attest:  /s/ Anna Marie Boore                      Attest:  /s/ Anna Marie Boore
                  (Corporate Seal)                              (Corporate Seal)


                                                   STV CONSTRUCTION SERVICES


                                                   By:      /s/ Peter W. Knipe

                                                   Attest:  /s/ Anna Marie Boore
                                                                (Corporate Seal)


                                      -3-

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                                    EXHIBIT B

                      BORROWERS AND STATES OF INCORPORATION


STV Group, Inc........................................a Pennsylvania corporation
STV Incorporated..........................................a New York corporation
STV Architects, Inc...................................a Pennsylvania corporation
STV Environmental, Inc................................a Pennsylvania corporation
STV International, Inc................................a Pennsylvania corporation
STV Surveying, Inc........................................a Delaware corporation
STV Construction Services.............................a Pennsylvania corporation



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                                    EXHIBIT C

                           SUBSIDIARIES NOT BORROWERS

STV Engineering, Inc..........................................a Ohio corporation
STV Construction, Inc.................................a Pennsylvania corporation
STV/WAI, Inc..........................................a Pennsylvania corporation
STV Michael Lynn Associates, Inc..........................a New York corporation