2
CHAR1\529464_  4

CHAR1\529464_  4
                                PLEDGE AGREEMENT


     THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered into as of April
                                  ----------------
28,  2000  among  POLICY  MANAGEMENT  SYSTEMS  CORPORATION,  a  South  Carolina
corporation (the "Borrower"), certain subsidiaries of the Borrower as identified
                  --------
on the signature pages hereto and such other subsidiaries of the Borrower as may
from time to time become a Pledgor hereunder by execution of a Joinder Agreement
(individually,  a  "Subsidiary  Guarantor"  and  collectively,  the  "Subsidiary
                    ---------------------                             ----------
Guarantors";  together  with  the  Borrower,  individually,  a  "Pledgor"  and
      ----                                                       -------
collectively,  the "Pledgors") and BANK OF AMERICA, N.A., formerly known as Bank
      ---           --------
of  America  National  Trust  and  Savings  Association,  in  its  capacity  as
administrative  agent  (in  such  capacity,  the "Administrative Agent") for the
                                                  --------------------
respective Lenders from time to time party to the Revolving Credit Agreement and
the  Term  Loan  Agreement  described  below  (collectively,  the  "Lenders").
                                                                    -------

                                    RECITALS
                                    --------

     WHEREAS,  pursuant  to that certain Credit Agreement, dated as of August 8,
1997 as amended by a First Amendment to Credit Agreement dated as of November 5,
1999,  as amended by a Second Amendment to Credit Agreement dated as of February
10,  2000, as amended by a Third Amendment to Credit Agreement dated as of March
30, 2000  and as further amended by a Fourth Amendment to Credit Agreement dated
as  of  April  24,  2000  (as  may  be subsequently amended, modified, extended,
renewed  or replaced from time to time, the "Revolving Credit Agreement"), among
                                             --------------------------
the  Borrower,  the  Subsidiary  Guarantors,  the  Lenders  party  thereto  (the
"Revolving  Credit  Lenders") and the Administrative Agent, the Revolving Credit
        -------------------
Lenders  have  extended a revolving credit facility (the "Revolving Loans") upon
                                                          ---------------
the  terms  and  subject  to  the  conditions  set  forth  therein;  and

WHEREAS,  pursuant  to  that certain Term Loan Agreement dated as of November 5,
1999,  as  amended  by  a  First  Amendment  to  Term Loan Agreement dated as of
February  10,  2000  and  as  further amended by a Second Amendment to Term Loan
Agreement  dated  as  of March 30, 2000, as amended by a Third Amendment to Term
Loan  Agreement  dated  as  of  April  24, 2000 (as may be subsequently amended,
modified,  extended,  renewed  or  replaced  from  time  to time, the "Term Loan
                                                                       ---------
Agreement"),  among  the  Borrower, the Subsidiary Guarantors, the Lenders party
      ---
thereto  (the  "Term  Loan Lenders") and the Administrative Agent, the Term Loan
                ------------------
Lenders  have  extended a term loan (the "Term Loan") upon the terms and subject
                                          ---------
to  the  conditions  set  forth  therein;  and

WHEREAS,  it  is a requirement of each of the Revolving Credit Agreement and the
Term  Loan Agreement and the continuing obligations of the Lenders to make their
respective  Loans  under  the  Revolving  Credit  Agreement  and  the  Term Loan
Agreement,  as  applicable,  that the Pledgors shall have executed and delivered
this Pledge Agreement to the Administrative Agent for the ratable benefit of the
Lenders.

     NOW,  THEREFORE,  in  consideration  of  these  premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

<PAGE>

1.     Definitions.
       -----------

     (a)     Unless  otherwise  defined  herein,  capitalized  terms used herein
shall have the meanings ascribed to such terms in the Revolving Credit Agreement
or  the  Term  Loan  Agreement,  as  applicable.

(b)     In  addition,  the  following  terms  shall have the following meanings:

     "Bankruptcy  Code":  means  the  Bankruptcy  Code in Title 11 of the United
      ----------------
States  Code,  as  amended,  modified,  succeeded or replaced from time to time.

"Credit  Documents":  means  a  collective  reference  to  the  Revolving Credit
 -----------------
Agreement,  the  Term  Loan  Agreement,  the  Security  Agreement,  this  Pledge
 ------
Agreement,  the  Mortgages and all other related agreements and documents issued
 ------
or  delivered  hereunder  or  thereunder  or  pursuant  hereto  or  thereto.

"Event  of  Default":  has  the  meaning  set  forth  in  Section  8  hereof.
 ------------------

"Governmental  Authority":  means  any  nation or government, any state or other
 -----------------------
political  subdivision thereof and any entity exercising executive, legislative,
 --
judicial, regulatory or administrative functions of or pertaining to government.

"Revolving  Loan Obligations": means the Borrower's obligations to the Revolving
 ---------------------------
Credit  Lenders  arising under the Revolving Credit Agreement, including without
limitation  all  principal,  interest,  fees and other charges in respect of the
Revolving  Loans.

"Secured  Obligations":  the  collective  reference  to  the  following:
 --------------------

(i)     The Revolving Loan Obligations, including without limitation, all unpaid
principal  of  and  interest  on (including interest accruing after maturity and
after  the  commencement  of bankruptcy or insolvency proceedings) the Revolving
Loans  and other obligations owing under the Revolving Credit Agreement, and all
other  indebtedness,  liabilities  and obligations owing thereunder, whether now
existing  or  hereafter  arising,  and  whether  primary,  secondary,  direct,
contingent,  or joint and several; including without limitation, all liabilities
and  obligations  incurred  in  connection  with  collecting  and  enforcing the
foregoing.

(ii)     The  Term  Loan  Obligations,  including  without limitation all unpaid
principal  of  and  interest  on (including interest accruing after maturity and
after  the  commencement of bankruptcy or insolvency proceedings) the Term Loans
and  other obligations owing under the Term Loan Agreement, whether now existing
or  hereafter  arising,  and  whether primary, secondary, direct, contingent, or
joint and several; including without limitation, all liabilities and obligations
incurred  in  connection  with  collecting  and  enforcing  the  foregoing.


<PAGE>
(iii)     all  indebtedness,  liabilities and obligations of any kind or nature,
now existing or hereafter arising, owing by the Obligors to the Lenders, arising
under  the  Credit  Documents.

"Term  Loan  Obligations":  means  the  Borrower's  obligations to the Term Loan
 -----------------------
Lenders  arising under the Term Loan Agreement, including without limitation all
 ----
principal,  interest,  fees  and  other  charges  in  respect  of the Term Loan.


     2.     Pledge and Grant of Security Interest.  To secure the prompt payment
            -------------------------------------
and  performance in full when due, whether by lapse of time or otherwise, of the
Pledgor  Obligations  (as  defined  in  Section  3  hereof), each Pledgor hereby
pledges and assigns to the Administrative Agent, for the benefit of the Lenders,
and  grants  to  the  Administrative  Agent,  for  the benefit of the Lenders, a
continuing  security  interest  in any and all right, title and interest of such
Pledgor  in  and  to  the  following,  whether  now  owned or existing or owned,
acquired,  or  arising  hereafter  (collectively,  the  "Pledged  Collateral"):
                                                         -------------------

     (a)     Pledged  Shares.  (i)  100%  (or, if less, the full amount owned by
             ---------------
such  Pledgor)  of  the  issued and outstanding shares of capital stock owned by
such  Pledgor  of  each  directly  owned Domestic Subsidiary of such Pledgor set
forth  on  Schedule  2(a)  attached  hereto  (except  for  those  shares of Mynd
           --------------
International,  Ltd.,  in which case, 65% shall be pledged) and (ii) 65% (or, if
less the full amount owned by such Pledgor) of the issued and outstanding shares
of  each  class  of  capital stock or other ownership interests entitled to vote
(within  the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and
                                                             -------------
100%  (or,  if  less,  the  full amount owned by such Pledgor) of the issued and
outstanding  shares  of each class of capital stock or other ownership interests
not  entitled  to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
("Non-Voting Equity") owned by such Pledgor of each Foreign Subsidiary set forth
  -----------------
on  Schedule  2(a)  attached hereto, in each case together with the certificates
    --------------
(or  other agreements or instruments), if any, representing such shares, and all
options  and  other  rights,  contractual  or  otherwise,  with  respect thereto
(collectively,  together  with  the shares of capital stock described in Section
2(b)  and  2(c) below, the "Pledged Shares"), including, but not limited to, the
                            --------------
following:

     (y)     all  shares  or  securities  representing  a dividend on any of the
Pledged  Shares,  or representing a distribution or return of capital upon or in
respect  of  the  Pledged  Shares,  or  resulting  from a stock split, revision,
reclassification  or  other  exchange therefor, and any subscriptions, warrants,
rights  or  options  issued  to  the  holder of, or otherwise in respect of, the
Pledged  Shares;  and

(z)     without  affecting  the  obligations of the Pledgors under any provision
prohibiting  such  action  hereunder or under the other Credit Documents, in the
event  of any consolidation or merger involving the issuer of any Pledged Shares
and  in  which such issuer is not the surviving corporation, all shares of each
<PAGE>
class  of  the capital stock of the successor corporation formed by or resulting
from  such  consolidation  or  merger.

(b)     Additional  Shares.  100%  (or,  if  less, the full amount owned by such
        ------------------
Pledgor)  of  the  issued  and outstanding shares of capital stock owned by such
Pledgor of any Person which hereafter becomes a Domestic Subsidiary and 65% (or,
if  less,  the  full amount owned by such Pledgor) of the Voting Equity and 100%
(or,  if  less,  the full amount owned by such Pledgor) of the Non-Voting Equity
owned  by  such  Pledgor  of  any  Person  which  hereafter  becomes  a  Foreign
Subsidiary,  including,  without  limitation, the certificates representing such
shares.

(c)     Proceeds.  All  proceeds  and  products  of  the  foregoing, however and
        --------
whenever  acquired  and  in  whatever  form.

     Without limiting the generality of the foregoing, it is hereby specifically
understood  and  agreed  that  a Pledgor may from time to time hereafter deliver
additional  shares  of  stock to the Administrative Agent as collateral security
for  the  Pledgor  Obligations.  Upon delivery to the Administrative Agent, such
additional  shares of stock shall be deemed to be part of the Pledged Collateral
of  such  Pledgor  and  shall  be  subject to the terms of this Pledge Agreement
whether  or  not  Schedule  2(a)  is amended to refer to such additional shares.
                  --------------

3.     Security  for  Pledgor Obligations.  The security interest created hereby
       ----------------------------------
in  the  Pledged  Collateral  of  each Pledgor constitutes continuing collateral
security  for  all of the Secured Obligations, now existing or hereafter arising
pursuant  to  the Credit Documents, owing from the Borrower or any other Pledgor
to  any Lender, any Affiliate of a Lender or the Administrative Agent, howsoever
evidenced,  created,  incurred  or acquired, whether primary, secondary, direct,
contingent, or joint and several, including, without limitation, all obligations
and  liabilities  incurred  in  connection  with  collecting  and  enforcing the
foregoing  (collectively,  the  "Pledgor  Obligations").
                                 --------------------

4.     Delivery  of  the  Pledged  Collateral.  Each Pledgor hereby agrees that:
       --------------------------------------

     (a)     Each  Pledgor  shall  deliver  to  the  Administrative  Agent  (i)
simultaneously  with  or  prior  to  the  execution  and delivery of this Pledge
Agreement,  all certificates representing the Pledged Shares of such Pledgor and
(ii)  promptly  upon the receipt thereof by or on behalf of a Pledgor, all other
certificates  and  instruments  constituting  Pledged  Collateral  of a Pledgor.
Prior  to  delivery  to  the  Administrative  Agent,  all  such certificates and
instruments  constituting Pledged Collateral of a Pledgor shall be held in trust
by  such  Pledgor  for  the benefit of the Administrative Agent pursuant hereto.
All  such  certificates  shall  be  delivered  in  suitable form for transfer by
delivery  or  shall  be  accompanied by duly executed instruments of transfer or
assignment in blank, substantially in the form provided in Exhibit 4(a) attached
                                                           ------------
hereto.

(b)     Additional  Securities.  If  such Pledgor shall receive by virtue of its
        ----------------------
being  or  having  been  the  owner  of  any  Pledged  Collateral, any (i) stock
certificate,  including without limitation, any certificate representing a stock
dividend  or  distribution  in  connection  with  any  increase  or reduction of
capital,  reclassification,  merger,
<PAGE>
consolidation,  sale of assets, combination of shares, stock splits, spin-off or
split-off,  promissory  notes or other instrument; (ii) option or right, whether
as  an addition to, substitution for, or an exchange for, any Pledged Collateral
or  otherwise;  (iii)  dividends payable in securities; or (iv) distributions of
securities  in  connection  with  a partial or total liquidation, dissolution or
reduction  of  capital,  capital  surplus  or paid-in surplus, then such Pledgor
shall  receive such stock certificate, instrument, option, right or distribution
in  trust  for  the benefit of the Administrative Agent, shall segregate it from
such  Pledgor's  other  property  and  shall  deliver  it  forthwith  to  the
Administrative  Agent  in  the  exact  form received together with any necessary
endorsement and/or appropriate stock power duly executed in blank, substantially
in  the form provided in Exhibit 4(a), to be held by the Administrative Agent as
                         ------------
Pledged  Collateral  and  as  further  collateral  security  for  the  Pledgor
Obligations.

(c)     Financing  Statements.  Each  Pledgor  shall  execute and deliver to the
        ---------------------
Administrative Agent such UCC or other applicable financing statements as may be
reasonably requested by the Administrative Agent in order to perfect and protect
the  security interest created hereby in the Pledged Collateral of such Pledgor.

     5.     Representations  and Warranties.  Each Pledgor hereby represents and
            -------------------------------
warrants  to  the  Administrative Agent, for the benefit of the Lenders, that so
long as any of the Pledgor Obligations remain outstanding or any Credit Document
is  in  effect or any Loan under the Revolving Credit Agreement or the Term Loan
Agreement  shall  remain outstanding, and until all of the Commitments under the
Revolving  Credit  Agreement  and  the  Term  Loan  Agreement  shall  have  been
terminated:

     (a)     Authorization  of  Pledged  Shares.  The  Pledged  Shares  are duly
             ----------------------------------
authorized  and  validly  issued,  are  fully paid and nonassessable and are not
subject  to  the  preemptive  rights  of  any Person.  All other shares of stock
constituting  Pledged  Collateral  will  be  duly authorized and validly issued,
fully  paid  and  nonassessable  and not subject to the preemptive rights of any
Person.

(b)     Title.  Each  Pledgor  has  good  and  indefeasible title to the Pledged
        -----
Collateral  of  such  Pledgor  and will at all times be the legal and beneficial
owner  of  such  Pledged Collateral free and clear of any Lien, other than Liens
permitted  under  the  Revolving  Credit  Agreement and the Term Loan Agreement.
There  exists  no  "adverse  claim"  within  the meaning of Section 8-302 of the
Uniform  Commercial  Code  as  in effect in the State of New York as of the date
hereof  (the  "UCC")  with  respect  to  the  Pledged  Shares  of  such Pledgor.
               ---

(c)     Exercising  of  Rights.  To  the  best  of such Pledgor's knowledge, the
        ----------------------
exercise  by  the Administrative Agent of its rights and remedies hereunder will
not  violate  (i)  any  law  or  governmental  regulation  or  (ii) any material
contractual  restriction  binding  on  or  affecting  a  Pledgor  or  any of its
property.

(d)     Pledgor's  Authority.  To  the  best  of  such  Pledgor's  knowledge, no
        --------------------
authorization,  approval  or  action  by,  and  no  notice  or  filing  with any
Governmental
<PAGE>
Authority  or  with the issuer of any Pledged Shares are required either (i) for
the  pledge  made by a Pledgor or for the granting of the security interest by a
Pledgor  pursuant  to  this  Pledge  Agreement  or  (ii) for the exercise by the
Administrative  Agent  or  the  Lenders  of  their rights and remedies hereunder
(except  as  may  be  required  by  laws  affecting  the  offering  and  sale of
securities).

(e)     Security  Interest/Priority.  This  Pledge  Agreement  creates  a  valid
        ---------------------------
security  interest  in  favor of the Administrative Agent for the benefit of the
Lenders, in the Pledged Collateral.  The taking possession by the Administrative
Agent  of  the  certificates  representing  the  Pledged  Shares  and  all other
certificates  and  instruments  constituting Pledged Collateral will perfect and
establish  the first priority of the Administrative Agent's security interest in
the  Pledged  Shares  and, when properly perfected by filing or registration, in
all  other Pledged Collateral represented by such Pledged Shares and instruments
securing  the Pledgor Obligations.  Except as set forth in this Section 5(e), no
action  is  necessary  to  perfect  or otherwise protect such security interest.

(f)     No  Other Shares.  No Pledgor owns any shares of stock other than as set
        ----------------
forth  on  Schedule 2(a) attached hereto or as otherwise permitted by the Credit
Agreement.

     6.     Covenants.  Each  Pledgor  hereby  covenants, that so long as any of
            ---------
the  Pledgor  Obligations remain outstanding or any Credit Document is in effect
or any Loan shall remain outstanding, and until all of the Commitments under the
Revolving  Credit  Agreement  and  the  Term  Loan  Agreement  shall  have  been
terminated,  such  Pledgor  shall:

     (a)     Books and Records.  Mark its books and records (and shall cause the
             -----------------
issuer  of  the Pledged Shares of such Pledgor to mark its books and records) to
reflect  the  security  interest  granted  to  the Administrative Agent, for the
benefit  of  the  Lenders,  pursuant  to  this  Pledge  Agreement.

(b)     Defense  of  Title.  Warrant  and  defend  title to and ownership of the
        ------------------
Pledged  Collateral  of  such  Pledgor at its own expense against the claims and
demands  of  all  other  parties  claiming an interest therein, keep the Pledged
Collateral  free  from  all  Liens,  except for Liens permitted under the Credit
Documents,  and not sell, exchange, transfer, assign, lease or otherwise dispose
of  Pledged  Collateral  of  such  Pledgor  or  any  interest therein, except as
permitted  under  the  Credit  Documents.

(c)     Further  Assurances.  Promptly  execute  and  deliver at its expense all
        -------------------
further  instruments  and  documents  and  take  all  further action that may be
necessary  and desirable or that the Administrative Agent may reasonably request
in  order to (i) perfect and protect the security interest created hereby in the
Pledged  Collateral  of  such  Pledgor (including without limitation any and all
action  necessary  to  satisfy  the Administrative Agent that the Administrative
Agent  has  obtained a first priority perfected security interest in any capital
stock);  (ii) enable the Administrative Agent to exercise and enforce its rights
and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and
(iii) otherwise effect the purposes of this Pledge Agreement, including, without

<PAGE>
limitation  and  if  requested  by  the  Administrative Agent, delivering to the
Administrative Agent irrevocable proxies in respect of the Pledged Collateral of
such  Pledgor.

(d)     Amendments.  Not  make or consent to any amendment or other modification
        ----------
or waiver with respect to any of the Pledged Collateral of such Pledgor or enter
into  any agreement or allow to exist any restriction with respect to any of the
Pledged  Collateral  of  such  Pledgor  other  than pursuant hereto or as may be
permitted  under  the  Credit  Documents.

(e)     Compliance with Securities Laws.  File all reports and other information
        -------------------------------
now  or  hereafter  required  to be filed by such Pledgor with the United States
Securities  and  Exchange  Commission  and  any  other state, federal or foreign
agency  in  connection  with  the  ownership  of  the Pledged Collateral of such
Pledgor.

7.     Advances  by  Lenders.  On  failure  of any Pledgor to perform any of the
       ---------------------
covenants  and agreements contained herein, the Administrative Agent may, at its
sole  option  and  in  its sole discretion, perform the same and in so doing may
expend  such  sums  as the Administrative Agent may reasonably deem advisable in
the  performance  thereof,  including,  without  limitation,  the payment of any
insurance premiums, the payment of any taxes, a payment to obtain a release of a
Lien or potential Lien, expenditures made in defending against any adverse claim
and  all  other  expenditures  which the Administrative Agent or the Lenders may
make for the protection of the security hereof or which may be compelled to make
by  operation  of law.  All such sums and amounts so expended shall be repayable
by the Pledgors on a joint and several basis promptly upon timely notice thereof
and  demand  therefor, shall constitute additional Pledgor Obligations and shall
bear  interest  from  the  date  said  amounts  are expended at the default rate
specified  in  Section 2.8(a) of the Revolving Credit Agreement for overdue Base
Rate  Committed  Loans.  No such performance of any covenant or agreement by the
Administrative  Agent  or  the  Lenders  on  behalf  of any Pledgor, and no such
advance or expenditure therefor, shall relieve the Pledgors of any default under
the  terms  of this Pledge Agreement or the other Credit Documents.  The Lenders
may make any payment hereby authorized in accordance with any bill, statement or
estimate  procured  from the appropriate public office or holder of the claim to
be  discharged  without  inquiry  into  the  accuracy of such bill, statement or
estimate or into the validity of any tax assessment, sale, forfeiture, tax lien,
title  or  claim  except  to  the extent such payment is being contested in good
faith  by  a  Pledgor  in  appropriate  proceedings  and  against which adequate
reserves  are  being  maintained  in  accordance  with  GAAP.

8.     Events  of Default.  The occurrence of an event which under the Revolving
       ------------------
Credit Agreement or the Term Loan Agreement would constitute an Event of Default
(which  has not otherwise been cured or waived in accordance with the provisions
thereof)  shall  be  an  Event  of  Default  hereunder  (an "Event of Default").
                                                             ----------------

9.     Remedies.

     (a)     General  Remedies.  Upon  the occurrence of an Event of Default and
             -----------------
during  the continuation thereof, the Administrative Agent and the Lenders shall
have,  in  respect  of the Pledged Collateral of any Pledgor, in addition to the
rights  and  remedies
<PAGE>
provided  herein  and in the Credit Documents or by law, the rights and remedies
of  a  secured  party  under  the  UCC  or  any  other  applicable  law.

(b)     Sale  of Pledged Collateral.  Upon the occurrence of an Event of Default
        ---------------------------
and  during  the  continuation  thereof, without limiting the generality of this
Section  and  without  notice,  the  Administrative  Agent  may,  in  its  sole
discretion, sell or otherwise dispose of or realize upon the Pledged Collateral,
or  any  part thereof, in one or more parcels, at public or private sale, at any
exchange  or  broker's  board  or elsewhere, at such price or prices and on such
other  terms  as  the Administrative Agent may deem commercially reasonable, for
cash,  credit  or for future delivery or otherwise in accordance with applicable
law.  To  the extent permitted by law, any Lender may in such event, bid for the
purchase  of such securities.  Each Pledgor agrees that, to the extent notice of
sale  shall  be  required  by  law  and has not been waived by such Pledgor, any
requirement of reasonable notice shall be met if notice, specifying the place of
any  public  sale  or  the  time  after which any private sale is to be made, is
personally  served on or mailed, postage prepaid, to such Pledgor, in accordance
with  the notice provisions of Section 10.1 of the Revolving Credit Agreement at
                               ------------
least  10 days before the time of such sale.  The Administrative Agent shall not
be  obligated  to make any sale of Pledged Collateral of such Pledgor regardless
of  notice  of sale having been given.  The Administrative Agent may adjourn any
public  or  private sale from time to time by announcement at the time and place
fixed  therefor,  and such sale may, without further notice, be made at the time
and  place  to  which  it  was  so  adjourned.

(c)     Private Sale.  Upon the occurrence of an Event of Default and during the
        ------------
continuation  thereof,  the Pledgors recognize that the Administrative Agent may
deem  it impracticable to effect a public sale of all or any part of the Pledged
Shares  or  any  of  the securities constituting Pledged Collateral and that the
Administrative Agent may, therefore, determine to make one or more private sales
of any such securities to a restricted group of purchasers who will be obligated
to  agree, among other things, to acquire such securities for their own account,
for  investment and not with a view to the distribution or resale thereof.  Each
Pledgor  acknowledges  that  any such private sale may be at prices and on terms
less  favorable  to  the seller than the prices and other terms which might have
been  obtained  at a public sale and, notwithstanding the foregoing, agrees that
such private sale shall be deemed to have been made in a commercially reasonable
manner  and that the Administrative Agent shall have no obligation to delay sale
of  any such securities for the period of time necessary to permit the issuer of
such securities to register such securities for public sale under the Securities
Act  of  1933.  Each  Pledgor  further acknowledges and agrees that any offer to
sell such securities which has been (i) publicly advertised on a bona fide basis
in  a  newspaper  or  other  publication of general circulation in the financial
community of New York, New York (to the extent that such offer may be advertised
without  prior  registration  under  the  Securities  Act of 1933), or (ii) made
privately  in  the  manner  described above shall be deemed to involve a "public
sale" under the UCC, notwithstanding that such sale may not constitute a "public
offering" under the Securities Act of 1933, and the Administrative Agent may, in
such  event,  bid  for  the  purchase  of  such  securities.

<PAGE>

(d)     Retention of Pledged Collateral.  In addition to the rights and remedies
        -------------------------------
hereunder,  upon the occurrence of an Event of Default, the Administrative Agent
may,  after  providing  the  notices  required by Section 9-505(2) of the UCC or
otherwise  complying  with  the  requirements  of applicable law of the relevant
jurisdiction,  retain  all  or  any  portion  of  the  Pledged  Collateral  in
satisfaction  of  the  Pledgor Obligations.  Unless and until the Administrative
Agent  shall have provided such notices, however, the Administrative Agent shall
not  be  deemed  to  have retained any Pledged Collateral in satisfaction of any
Pledgor  Obligations  for  any  reason.

(e)     Deficiency.  In  the  event that the proceeds of any sale, collection or
        ----------
realization  are  insufficient  to  pay  all amounts to which the Administrative
Agent  or  the  Lenders  are legally entitled, the Pledgors shall be jointly and
severally  liable  for  the  deficiency,  together  with interest thereon at the
default  rate  specified in Section 2.8(a) of the Revolving Credit Agreement for
                            --------------
overdue Base Rate Committed Loans, together with the costs of collection and the
reasonable fees of any attorneys employed by the Administrative Agent to collect
such  deficiency.  Any surplus remaining after the full payment and satisfaction
of  the Pledgor Obligations shall be returned to the Pledgors or to whomsoever a
court  of  competent  jurisdiction  shall  determine  to  be  entitled  thereto.

     10.     Rights  of  the  Administrative  Agent.
             --------------------------------------

     (a)     Power  of  Attorney.  In  addition  to  other  powers  of  attorney
             -------------------
contained herein, each Pledgor hereby designates and appoints the Administrative
Agent,  on  behalf  of  the  Lenders,  and  each  of  its designees or agents as
attorney-in-fact  of  such  Pledgor, irrevocably and with power of substitution,
with  authority  to take any or all of the following actions upon the occurrence
and  during  the  continuance  of  an  Event  of  Default:

     (i)     to  demand, collect, settle, compromise, adjust and give discharges
and  releases  concerning  the  Pledged  Collateral  of such Pledgor, all as the
Administrative  Agent  may  reasonably  determine;

(ii)     to  commence and prosecute any actions at any court for the purposes of
collecting any of the Pledged Collateral of such Pledgor and enforcing any other
right  in  respect  thereof;

(iii)     to  defend,  settle  or  compromise  any  action brought regarding the
Pledged  Collateral and, in connection therewith, give such discharge or release
as  the  Administrative  Agent  may  deem  reasonably  appropriate;

(iv)     to  pay  or  discharge  taxes,  liens,  security  interests,  or  other
encumbrances levied or placed on or threatened against the Pledged Collateral of
such  Pledgor;

(v)     to  direct  any  parties liable for any payment under any of the Pledged
Collateral  to  make  payment  of  any  and  all  monies  due and to become due
<PAGE>
thereunder  directly  to the Administrative Agent or as the Administrative Agent
shall  direct;

(vi)     to  receive  payment of and receipt for any and all monies, claims, and
other  amounts due and to become due at any time in respect of or arising out of
any  Pledged  Collateral  of  such  Pledgor;

(vii)     to  sign  and  endorse any drafts, assignments, proxies, stock powers,
verifications, notices and other documents relating to the Pledged Collateral of
such  Pledgor;

(viii)     to  settle,  compromise  or  adjust  any  suit,  action or proceeding
described  above  and,  in  connection  therewith,  to  give  such discharges or
releases  as  the  Administrative  Agent  may  deem  reasonably  appropriate;

(ix)     execute and deliver all assignments, conveyances, statements, financing
statements, renewal financing statements, pledge agreements, affidavits, notices
and  other  agreements,  instruments and documents that the Administrative Agent
may  determine necessary in order to perfect and maintain the security interests
and liens granted in this Pledge Agreement and in  order to fully consummate all
of  the  transactions  contemplated  therein;

(x)     to  exchange  any  of  the  Pledged  Collateral of such Pledgor or other
property  upon  any  merger,  consolidation, reorganization, recapitalization or
other  readjustment  of the issuer thereof and, in connection therewith, deposit
any  of  the  Pledged Collateral of such Pledgor with any committee, depository,
transfer  agent,  registrar  or  other  designated agency upon such terms as the
Administrative  Agent  may  determine;

(xi)     to  vote  for  a  shareholder  resolution,  or to sign an instrument in
writing,  sanctioning  the  transfer of any or all of the Pledged Shares of such
Pledgor  into the name of the Administrative Agent or one or more of the Lenders
or into the name of any transferee to whom the Pledged Shares of such Pledgor or
any  part  thereof  may  be  sold  pursuant  to  Section  10  hereof;  and

(xii)     to do and perform all such other acts and things as the Administrative
Agent  may  reasonably  deem to be necessary, proper or convenient in connection
with  the  Pledged  Collateral  of  such  Pledgor.

This  power  of  attorney  is  a  power  coupled  with  an interest and shall be
irrevocable (i) for so long as any of the Pledgor Obligations remain outstanding
or  any  Credit  Document  is in effect or any Loan shall remain outstanding and
(ii)  until  all of the Commitments under the Revolving Credit Agreement and the
Term  Loan Agreement shall have been terminated.  The Administrative Agent shall
be  under  no  duty  to  exercise or withhold the exercise of any of the rights,
powers,  privileges  and  options  expressly  or  implicitly  granted  to  the
Administrative  Agent  in  this  Pledge  Agreement, and shall not be liable for
<PAGE>
any  failure  to do so or any delay in doing so.  The Administrative Agent shall
not  be  liable  for  any  act  or  omission or for any error of judgment or any
mistake  of  fact  or  law  in  its  individual  capacity  or  its  capacity  as
attorney-in-fact except acts or omissions resulting from its gross negligence or
willful  misconduct.  This  power of attorney is conferred on the Administrative
Agent  solely  to  protect,  preserve  and realize upon its security interest in
Pledged  Collateral.

     (b)     Performance  by  the Administrative Agent of Pledgor's Obligations.
             ------------------------------------------------------------------
If  any  Pledgor  fails to perform any agreement or obligation contained herein,
the  Administrative  Agent  itself  may  perform,  or cause performance of, such
agreement  or  obligation, and the expenses of the Administrative Agent incurred
in  connection therewith shall be payable by the Pledgors on a joint and several
basis  pursuant  to  Section  13  hereof.

(c)     Assignment  by  the  Administrative Agent.  The Administrative Agent may
        -----------------------------------------
from  time to time assign the Pledgor Obligations and any portion thereof and/or
the  Pledged  Collateral  and  any  portion  thereof,  and the assignee shall be
entitled  to  all  of  the rights and remedies of the Administrative Agent under
this  Pledge  Agreement  in  relation  thereto  provided,  however that any such
                                                --------
assignment  shall  not  violate  the Revolving Credit Agreement or the Term Loan
Agreement.

(d)     The  Administrative  Agent's  Duty  of Care.  Other than the exercise of
        -------------------------------------------
reasonable care to assure the safe custody of the Pledged Collateral while being
held  by the Administrative Agent hereunder, the Administrative Agent shall have
no  duty or liability to preserve rights pertaining thereto, it being understood
and agreed that  Pledgors shall be responsible for preservation of all rights in
the  Pledged  Collateral  of such Pledgor, and the Administrative Agent shall be
relieved  of  all  responsibility for Pledged Collateral upon surrendering it or
tendering  the  surrender of it to the Pledgors.  The Administrative Agent shall
be  deemed  to have exercised reasonable care in the custody and preservation of
the  Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equal to that which the Administrative Agent accords its
own property, which shall be no less than the treatment employed by a reasonable
and  prudent  agent in the industry, it being understood that the Administrative
Agent  shall  not have responsibility for (i) ascertaining or taking action with
respect  to  calls, conversions, exchanges, maturities, tenders or other matters
relating  to any Pledged Collateral, whether or not the Administrative Agent has
or  is  deemed  to  have knowledge of such matters; or (ii) taking any necessary
steps  to  preserve  rights  against  any  parties  with  respect to any Pledged
Collateral.

(e)     Voting  Rights  in  Respect  of  the  Pledged  Collateral.
        ---------------------------------------------------------

     (i)     So  long  as  no  Event  of  Default  shall  have  occurred  and be
continuing,  to  the  extent permitted by law, each Pledgor may exercise any and
all  voting  and other consensual rights pertaining to the Pledged Collateral of
such Pledgor or any part thereof for any purpose not inconsistent with the terms
of  this  Pledge  Agreement  or  the  other  Credit  Documents;  and

<PAGE>

(ii)     Upon  the occurrence and during the continuance of an Event of Default,
all rights of a Pledgor to exercise the voting and other consensual rights which
it  would  otherwise  be  entitled to exercise pursuant to paragraph (i) of this
Section  shall  cease  and  all such rights shall thereupon become vested in the
Administrative  Agent  which  shall  then  have  the sole right to exercise such
voting  and  other  consensual  rights.

(f)     Dividend  Rights  in  Respect  of  the  Pledged  Collateral.

     (i)     So  long  as  no  Event  of  Default  shall  have  occurred  and be
continuing  and  subject  to  Section  4(b) hereof, each Pledgor may receive and
retain  any  and  all  dividends (other than stock dividends and other dividends
constituting  Pledged  Collateral  which  are addressed hereinabove) or interest
paid  in  respect of the Pledged Collateral to the extent they are allowed under
the  Revolving  Credit  Agreement  and  the  Term  Loan  Agreement.

(ii)     Upon  the  occurrence and during the continuance of an Event of Default
pursuant  to which the Administrative Agent or the Required Lenders have decided
to  exercise  any  rights  or  remedies  granted thereto in the Revolving Credit
Agreement  or  the  Term  Loan  Agreement:

     (A)     all  rights  of  a  Pledgor  to  receive the dividends and interest
payments  which  it would otherwise be authorized to receive and retain pursuant
to paragraph (i) of this Section shall cease and all such rights shall thereupon
be  vested  in  the Administrative Agent which shall then have the sole right to
receive and hold as Pledged Collateral such dividends and interest payments; and

(B)     all  dividends  and  interest  payments  which are received by a Pledgor
contrary to the provisions of paragraph (A) of this Section shall be received in
trust  for  the  benefit  of  the Administrative Agent, shall be segregated from
other property or funds of such Pledgor, and shall be forthwith paid over to the
Administrative  Agent  as  Pledged  Collateral in the exact form received, to be
held by the Administrative Agent as Pledged Collateral and as further collateral
security  for  the  Pledgor  Obligations.

     (g)     Release  of  Pledged  Collateral.  The  Administrative  Agent  may
             --------------------------------
release  any  of  the  Pledged  Collateral  from  this  Pledge  Agreement or may
substitute  any  of  the Pledged Collateral for other Pledged Collateral without
altering,  varying  or diminishing in any way the force, effect, lien, pledge or
security  interest  of  this  Pledge  Agreement as to any Pledged Collateral not
expressly released or substituted, and this Pledge Agreement shall continue as a
first  priority  lien  on  all  Pledged  Collateral  not  expressly  released or
substituted.


<PAGE>
11.     Rights  of  Required  Lenders.  All  rights  of the Administrative Agent
        -----------------------------
hereunder, if not exercised by the Administrative Agent, may be exercised by the
Required  Lenders  under  the  Revolving  Credit  Agreement  and  the  Term Loan
Agreement.

     12.     Application  of  Proceeds.  Upon  the  occurrence  and  during  the
             -------------------------
continuance of an Event of Default, all amounts collected or received in respect
of  the  Pledged Collateral, when received by the Administrative Agent or any of
the  Lenders  in  cash  or  its  equivalent,  shall be paid over or delivered as
follows:

     (a)     FIRST,  to  the payment of all reasonable, documented out-of-pocket
costs  and  expenses  (including  without  limitation  reasonable,  documented
attorneys'  fees)  of  the Administrative Agent or any Lender in connection with
enforcing the rights of the Lenders under the Credit Documents in respect of the
Pledged  Collateral and any protective advances made by the Administrative Agent
or  any  Lender  with respect to the Pledged Collateral under or pursuant to the
terms  of  the  Collateral  Documents,  pro  rata  as  set  forth  below;

(b)     SECOND,  to  the payment of all accrued fees and interest payable to the
Administrative Agent and the Lenders under the Credit Documents, pro rata as set
forth  below;

(c)     THIRD, to the payment of the outstanding principal amount of the Secured
Obligations,  pro  rata,  as  set  forth  below;  and

(d)     FOURTH, to all other obligations which shall have become due and payable
under  the  Credit  Documents and not repaid pursuant to clauses "FIRST" through
"THIRD"  above,  pro  rata,  as  set  forth  below;  and

(e)     FIFTH,  to  the  payment  of  the  surplus,  if  any, to whomever may be
lawfully  entitled  to  receive  such  surplus.

In  carrying  out  the  foregoing,  (i) amounts received shall be applied in the
numerical  order  provided  until  exhausted  prior  to  application to the next
succeeding  category; (ii) each of the Lenders shall receive an amount under the
applicable  category  equal  to  its  pro  rata share of amounts available to be
applied  above  (based  on  the proportion that the then outstanding obligations
owed  by  the Borrower to such Lender under the Credit Documents with respect to
the  applicable  category  bears to the aggregate outstanding obligations of the
Borrower  to  the  Lenders  under  the  Credit  Documents  with  respect  to the
applicable  category);  and  (iii)  each Pledgor irrevocably waives the right to
direct the application of such payments and proceeds and acknowledges and agrees
that  the  Administrative Agent shall have the continuing and exclusive right to
apply  and  reapply any and all such payments and proceeds in the Administrative
Agent's  sole  discretion, notwithstanding any entry to the contrary upon any of
its  books  and  records.

     13.     Costs  of  Counsel.  At  all times hereafter, the Pledgors agree to
             ------------------
promptly  pay  upon  demand  any  and  all  reasonable costs and expenses of the
Administrative  Agent or the Lenders, (a) as required under the Credit Documents
and  (b)  as  necessary  to  protect  the  Pledged  Collateral
<PAGE>
or  to  exercise  any  rights  or  remedies  under this Pledge Agreement or with
respect  to  any  Pledged  Collateral.  All  of the foregoing costs and expenses
shall  constitute  Pledgor  Obligations  hereunder.

     14.     Continuing  Agreement.
             ---------------------

     (a)     This  Pledge  Agreement  shall  be  a continuing agreement in every
respect  and shall remain in full force and effect so long as any of the Pledgor
Obligations  remain  outstanding or any Credit Document is in effect or any Loan
under  the  Revolving  Credit  Agreement or the Term Loan Agreement shall remain
outstanding,  and  until  all  of  the  Commitments  under  the Revolving Credit
Agreement  and  the  Term Loan Agreement thereunder shall have terminated (other
than any obligations with respect to the indemnities and the representations and
warranties  set  forth  in  the  Credit  Documents).  Upon  such  payment  and
termination,  this  Pledge  Agreement  shall be automatically terminated and the
Administrative  Agent and the Lenders shall, upon the request and at the expense
of  the  Pledgors,  forthwith  release  all  of its liens and security interests
hereunder  and  shall executed and deliver all UCC termination statements and/or
other  documents  reasonably  requested  by  the  Pledgors  evidencing  such
termination.  Notwithstanding  the  foregoing  all  releases  and  indemnities
provided  hereunder  shall  survive  termination  of  this  Pledge  Agreement.

(b)     This Pledge Agreement shall continue to be effective or be automatically
reinstated,  as the case may be, if at any time payment, in whole or in part, of
any  of  the  Pledgor  Obligations is rescinded or must otherwise be restored or
returned  by  the Administrative Agent or any Lender as a preference, fraudulent
conveyance  or otherwise under any bankruptcy, insolvency or similar law, all as
though such payment had not been made; provided that in the event payment of all
or  any  part  of  the  Pledgor  Obligations is rescinded or must be restored or
returned,  all  reasonable  costs and expenses (including without limitation any
reasonable legal fees and disbursements) incurred by the Administrative Agent or
any  Lender  in defending and enforcing such reinstatement shall be deemed to be
included  as  a  part  of  the  Pledgor  Obligations.

15.     Amendments;  Waivers;  Modifications.  This  Pledge  Agreement  and  the
        ------------------------------------
provisions  hereof  may not be amended, waived, modified, changed, discharged or
terminated  except  as set forth in each of Section 10.5 of the Revolving Credit
                                            ------------
Agreement  and  Section  10.5  of  the  Term  Loan  Agreement.
                -------------

16.     Successors in Interest.  This Pledge Agreement shall create a continuing
        ----------------------
security  interest in the Collateral and shall be binding upon each Pledgor, its
successors and assigns and shall inure, together with the rights and remedies of
the  Administrative  Agent  and  the  Lenders  hereunder,  to the benefit of the
Administrative Agent and the Lenders and their successors and permitted assigns;
provided,  however,  that none of the Pledgors may assign its rights or delegate
--------   -------
its  duties  hereunder  without  the prior written consent of each Lender or the
Required  Lenders, as required by each of the Revolving Credit Agreement and the
Term  Loan  Agreement.  To  the  fullest  extent  permitted by law, each Pledgor
hereby releases the Administrative Agent and each Lender, and its successors and
assigns,  from  any  liability  for any act or omission relating to this Pledge
<PAGE>
Agreement  or  the  Collateral,  except for any liability arising from the gross
negligence or willful misconduct of the Administrative Agent, or such Lender, or
its  officers,  employees  or  agents.

17.     Notices.  All  notices  required  or  permitted  to  be given under this
        -------
Pledge  Agreement  shall  be  in  conformance with Section 10.1 of the Revolving
Credit  Agreement.

18.     Counterparts.  This  Pledge  Agreement  may be executed in any number of
        ------------
counterparts,  each  of  which  where  so  executed  and  delivered  shall be an
original,  but  all  of  which shall constitute one and the same instrument.  It
shall  not  be  necessary in making proof of this Pledge Agreement to produce or
account  for  more  than  one  such  counterpart.

19.     Headings.  The  headings  of  the  sections  and  subsections hereof are
        --------
provided  for  convenience  only  and shall not in any way affect the meaning or
construction  of  any  provision  of  this  Pledge  Agreement.

     20.     Governing  Law;  Submission  to  Jurisdiction;  Venue.
             -----------------------------------------------------

     (a)     THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER  SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE  LAWS OF THE STATE OF NEW YORK.  Any legal action or proceeding with respect
to  this  Security  Agreement  may  be brought in the courts of the State of New
York,  or  of  the  United  States for the Eastern District of New York, and, by
execution  and  delivery  of  this  Security  Agreement,  each  Pledgor  hereby
irrevocably  accepts  for  itself  and in respect of its property, generally and
unconditionally,  the  jurisdiction  of  such  courts.  Each  Pledgor  further
irrevocably  consents to the service of process out of any of the aforementioned
courts  in  any  such  action  or proceeding by the mailing of copies thereof by
registered  or certified mail, postage prepaid, to it at the address for notices
pursuant  to  Section  10.1  of  the Revolving Credit Agreement, such service to
              -------------
become  effective  30  days after such mailing.  Nothing herein shall affect the
right of the Administrative Agent to serve process in any other manner permitted
by  law  or  to  commence  legal proceedings or to otherwise proceed against any
Pledgor  in  any  other  jurisdiction.

(b)     Each Pledgor hereby irrevocably waives any objection which it may now or
hereafter  have  to  the  laying  of  venue  of  any of the aforesaid actions or
proceedings  arising  out of or in connection with this Pledge Agreement brought
in  the  courts  referred  to  in  subsection  (a)  hereof  and  hereby  further
irrevocably  waives  and agrees not to plead or claim in any such court that any
such  action  or  proceeding  brought  in  any such court has been brought in an
inconvenient  forum.

     21.     Waiver  of  Jury Trial.  TO THE EXTENT PERMITTED BY APPLICABLE LAW,
             ----------------------
EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO  TRIAL  BY  JURY  IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING  TO  THIS  PLEDGE  AGREEMENT  OR  THE TRANSACTIONS CONTEMPLATED HEREBY.


<PAGE>
22.     Severability.  If  any  provision  of  any  of  the  Pledge Agreement is
        ------------
determined  to  be  illegal,  invalid  or unenforceable, such provision shall be
fully  severable  and  the  remaining  provisions shall remain in full force and
effect  and shall be construed without giving effect  to the illegal, invalid or
unenforceable  provisions.

23.     Entirety.  This  Pledge  Agreement  and  the  other  Credit  Documents
        --------
represent  the entire agreement of the parties hereto and thereto, and supersede
all  prior agreements and understandings, oral or written, if any, including any
commitment  letters  or  correspondence  relating to the Credit Documents or the
transactions  contemplated  herein  and  therein.

24.     Survival.  All  representations and warranties of the Pledgors hereunder
        --------
shall  survive the execution and delivery of this Pledge Agreement and the other
Credit  Documents,  the  delivery of the Notes and the making of the Loans under
the  Revolving  Credit  Agreement  and  the  Term  Loan  Agreement.

25.     Other  Security.  To  the extent that any of the Pledgor Obligations are
        ---------------
now  or  hereafter  secured  by  property  other  than  the  Pledged  Collateral
(including,  without  limitation,  real  and  other personal property owned by a
Pledgor),  or  by a guarantee, endorsement or property of any other Person, then
the Administrative Agent and the Lenders shall have the right to proceed against
such  other  property, guarantee or endorsement upon the occurrence of any Event
of  Default,  and  the  Administrative  Agent and the Lenders have the right, in
their  sole  discretion,  to  determine  which rights, security, liens, security
interests or remedies the Administrative Agent and the Lenders shall at any time
pursue, relinquish, subordinate, modify or take with respect thereto, without in
any  way modifying or affecting any of them or any of the Administrative Agent's
and  the  Lenders' rights or the Pledgor Obligations under this Pledge Agreement
or  under  any  other  of  the  Credit  Documents.

     26.     Joint  and  Several  Obligations  of  Pledgors.
             ----------------------------------------------

     (a)     Each  of  the  Pledgors  is  accepting  joint and several liability
hereunder  in consideration of the financial accommodation to be provided by the
respective  Lenders  under  the  Revolving  Credit  Agreement  and the Term Loan
Agreement,  as  applicable,  for the mutual benefit, directly and indirectly, of
each  of  the  Pledgors  and in consideration of the undertakings of each of the
Pledgors  to  accept  joint and several liability for the obligations of each of
them.

(b)     Each  of  the  Pledgors  jointly  and  severally  hereby irrevocably and
unconditionally  accepts,  not merely as a surety but also as a co-debtor, joint
and  several  liability  with the other Pledgors with respect to the payment and
performance  of  all  of  the  Pledgor  Obligations  arising  under  this Pledge
Agreement  and the other Credit Documents, it being the intention of the parties
hereto  that  all  the  Pledgor  Obligations  shall  be  the  joint  and several
obligations  of  each  of  the Pledgors without preferences or distinction among
them.

(c)     Notwithstanding any provision to the contrary contained herein or in any
other  of  the  Credit  Documents,  the obligations of each respective Guarantor
under  the
<PAGE>
Revolving  Credit  Agreement  the  Term  Loan  Agreement  and  the  other Credit
Documents  shall  be  limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under Section 548 of
the  Bankruptcy  Code  or any comparable provisions of any applicable state law.

                  [remainder of page intentionally left blank]

<PAGE>
CHAR1\529464_  4
     Each  of  the  parties  hereto  has  caused  a  counterpart  of this Pledge
Agreement  to be duly executed and delivered as of the date first above written.


BORROWER:
--------
POLICY  MANAGEMENT  SYSTEMS  CORPORATION,
a  South  Carolina  corporation

By:          /S/
             ---


Name:     Stephen  G.  Morrison
          ---------------------

Title:     Executive  Vice  President  and  General  Counsel
           -------------------------------------------------


SUBSIDIARY
----------
GUARANTORS:
----------
MYND  CORPORATION
f/k/a  The  Leverage  Group,  Inc.,
a  Connecticut  corporation

MYND  INTERNATIONAL,  LTD.,
a  Delaware  corporation

MYND  CORPORATION
f/k/a  DORN  Technology  Group,  Inc.,
a  Michigan  corporation

MYND  CORPORATION
f/k/a  CYBERTEK  Corporation,
a  Texas  corporation

MYND  PARTNERS,  L.P.,
f/k/a  Cybertek  Solutions,  L.P.,
a  Texas  limited  partnership

By:          /S/
             ---

Name:          Stephen  G.  Morrison
               ---------------------

Title:          Secretary
                ---------
of  each  of  the  foregoing
Subsidiary  Guarantors

<PAGE>

POLICY  MANAGEMENT  SYSTEMS
INVESTMENTS,  INC.,
a  Delaware  corporation

By:          /S/
             ---
Name:          Elizabeth  Powers
               -----------------
Title:          President
                ---------

<PAGE>


Accepted  and  agreed  to  as  of  the  date  first  above  written.

BANK  OF  AMERICA,  N.A.,
as  Administrative  Agent


By:     /S/
        ---
Name:     Michael  J.  McKenney______
          ---------------------------
Title:_______________________________