14
CHAR1\532061_  2
CHAR1\532061_  2
Drawn  By  and  Return  To:
Moore  &  Van  Allen,  PLLC  (ESB)
Bank  of  America  Corporate  Center
100  North  Tryon  Street,  Floor  47
Charlotte,  North  Carolina  28202-4003

STATE  OF  SOUTH  CAROLINA     )
                         )
COUNTY  OF  RICHLAND          )

                         MORTGAGE AND SECURITY AGREEMENT


     THIS  MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made and entered
into  as  of  the  28th  day  of  April,  2000,  by  and  between

     POLICY  MANAGEMENT SYSTEMS CORPORATION, a South Carolina corporation, whose
address  is One PMSC Center, Blythewood, South Carolina 29016 (the "Mortgagor");
and

     BANK  OF  AMERICA, N.A., a national banking association, in its capacity as
administrative  agent  (in  such  capacity,  the "Administrative Agent") for the
lenders  from  time  to  time  party  to  the Credit Agreement and the Term Loan
Agreement  described  herein  (the  "Lenders")  with a mailing address of 100 N.
Tryon  Street,  Business  Services  Group, 15th Floor, NC1-007-17-15, Charlotte,
North  Carolina  28255,  Attn:  Michael  J.  McKenney.

     WHEREAS,  the Mortgagor is the owner of the fee simple interest in the real
property  described  on  Exhibit  A  attached  hereto and incorporated herein by
                         ----------
reference;

     WHEREAS, the Mortgagor, Administrative Agent and Lenders are parties to (i)
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 further amended
by  a  Second  Amendment  to  Credit Agreement dated as of February 10, 2000, as
further  amended  by a Third Amendment to Credit Agreement dated as of March 30,
2000,  as  further amended by a Fourth Amendment to Credit Agreement dated as of
April 24, 2000  ("Credit Agreement") pursuant to which the Lenders established a
revolving  credit  facility  ("Credit Facility") and (ii) 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, as further amended by a Second
Amendment  to Term Loan Agreement dated as of March 30, 2000, as further amended
by  a  Third  Amendment to Term Loan Agreement dated as of April 24, 2000 ("Term
Loan  Agreement")  pursuant  to  which  the  Lenders extended a term loan ("Term
Loan")  (the  Credit  Agreement  and  the  Term  Loan  Agreement and any and all
documents executed in connection therewith are hereinafter collectively referred
to  as  the  "Credit  Documents");

<PAGE>

     WHEREAS, the Lenders have agreed to modify certain provisions of the Credit
Facility  and Credit Agreement, Term Loan and Term Loan Agreement provided that,
among  other  things,  the  Mortgagor  executes  and  delivers  this  Mortgage.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     In  order to secure the repayment of the aforesaid Credit Facility and Term
Loan  together with any renewals or extensions or modifications thereof upon the
same or different terms or at the same or different rate of interest and also to
secure:  (i) all future advances and readvances that may subsequently be made to
the  Mortgagor  by  the  Lenders  evidenced  by  any  promissory  notes given in
connection  with  the  aforesaid Credit Facility and Term Loan, and all renewals
and  extensions thereof; (ii) all obligations under the Credit Agreement and the
Term  Loan  Agreement;  and (iii) all other indebtedness of the Mortgagor to the
Lenders  pursuant  to  the  Credit  Facility  and  Term  Loan,  now or hereafter
existing,  whether  direct  or  indirect, the maximum amount of all indebtedness
outstanding  at  any  one  time  secured hereby not to exceed $250 million, plus
interest  thereon,  all  charges  and  expenses  of  collection  incurred  by
Administrative  Agent  including  court  costs  and  reasonable attorney's fees.

     The  Mortgagor,  in  consideration  of  the indebtedness herein recited and
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged, grants, mortgages, remises, aliens, assigns and conveys to
the Administrative Agent and the Administrative Agent's successors and permitted
assigns, WITH MORTGAGE COVENANTS, subject to the further terms of this Mortgage,
all  of  the  Mortgagor's right, title and interest (thereunder or otherwise) in
and  to  the  following  described  land,  real  property  interests, buildings,
improvements,  fixtures,  furniture  and appliances and other personal property:

     (a)     All  that tract or parcel of land and other real property interests
in  Richland  County,  South  Carolina  more particularly described in Exhibit A
                                                                       ---------
attached  hereto  and made a part hereof together with all of Mortgagor's right,
title and interest in, to and under all rights of way, easements, privileges and
appurtenances  relating  or  appertaining  to such real estate and all water and
water  rights,  sewer  and sewer rights, ditches and ditch rights, minerals, oil
and  gas rights, royalties, lease or leasehold interests owned by Mortgagor, now
or  hereafter  used in connection with or appurtenant to or related to such real
estate,  and  all  interests of the Mortgagor now owned or hereafter acquired in
and  to  streets,  roads,  alleys  and  public  places, now or hereafter used in
connection  with  such  real  estate,  and  all  existing  or  future  licenses,
contracts,  permits  and  agreements  required  or  used  in connection with the
ownership,  operation  or  maintenance  of  such  real  estate,  and any and all
insurance  proceeds,  and  any and all awards, including interest, previously or
hereafter  made  to  Mortgagor  for  taking by eminent domain or in lieu thereof
(collectively,  the  "Land");  and

     (b)     All buildings and improvements of every kind and description now or
hereafter  erected  or placed on the Land (the "Improvements") and all materials
intended  for  construction,  reconstruction,  alteration  and  repair  of  such
Improvements  now  or hereafter erected thereon, all of which materials shall be
deemed  to  be included within the Premises (as hereinafter defined) immediately
upon the delivery thereof to the Land, and all fixtures and articles of personal

<PAGE>
property now or hereafter owned by the Mortgagor and attached to or contained in
and used in connection with the Land and Improvements including, but not limited
to,  all  furniture,  furnishings,  apparatus,  machinery,  equipment,  motors,
elevators, fittings, radiators, ranges, refrigerators, awnings, shades, screens,
blinds,  carpeting,  office  equipment  and  other furnishings and all plumbing,
heating,  lighting,  cooking, laundry, ventilating, refrigerating, incinerating,
air  conditioning and sprinkler equipment and fixtures and appurtenances thereto
and  all  renewals  or replacements thereof or articles in substitution thereof,
whether or not the same are or shall be attached to the Land and Improvements in
any  manner  (the  "Tangible  Personalty")  and  all  proceeds  of  the Tangible
Personalty  (hereinafter,  the Land, Improvements and Tangible Personalty may be
collectively  referred  to  as  the  "Premises").

     TO  HAVE  AND  HOLD  the same, together with all privileges, hereditaments,
easements and appurtenances thereunto belonging, to the Administrative Agent and
the  Administrative  Agent's  successors  and assigns to secure the indebtedness
herein  recited.

     And,  as  additional  security  for said indebtedness, the Mortgagor hereby
assigns  to  the  Administrative  Agent  all  right,  title  and interest of the
Mortgagor  in  and to the security deposits, rents, issues, profits and revenues
of  the  Premises  from  time  to  time  accruing  (the  "Rents  and  Profits").
Additionally,  the  Mortgagor  hereby  grants,  transfers  and  assigns  to
Administrative  Agent  all  the right, title and interest of Mortgagor in and to
all existing and future leases, subleases, licenses and other agreements for the
use  and  occupancy of all or part of the Premises, together with all guarantees
of  the  lessee's  obligations  thereunder (collectively, the "Leases"), whether
oral  or  written, for a definite term or month-to-month.  This assignment shall
extend to and cover any and all extensions and renewals and future leases and to
any  and  all  present  and  future  rights  against  guarantor(s)  of  any such
obligations  and  to any and all Rents and Profits collected under the Leases or
derived  from  the  Premises.  In  pursuance of this assignment, and not in lieu
hereof,  Mortgagor  shall,  upon  request from Administrative Agent, execute and
deliver  to  Administrative  Agent  separate  specific  assignments of rents and
leases  covering  some or all of the Leases, the terms of such assignments being
incorporated  herein  by  reference.  This  assignment of leases is absolute and
effective  immediately  and  without possession; however, Mortgagor shall have a
revocable  license  to receive, collect and enjoy the Rents and Profits accruing
from  the  Premises until an Event of Default has occurred.  Upon the occurrence
of  any  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 Credit Agreement or the Term Loan Agreement, the license shall be revoked
automatically,  without need of notice, possession, foreclosure or any other act
or  procedure,  and  all  Rents  and Profits assigned hereby shall thereafter be
payable to Administrative Agent.  PROVIDED ALWAYS, however, that if Mortgagor or
Guarantors  shall  pay  unto  Administrative  Agent  and Lenders the obligations
secured  by  this  Mortgage, and if Mortgagor or Guarantors shall duly, promptly
and  fully  perform, discharge, execute, effect, complete, comply with and abide
by  each  of  the  agreements, conditions and covenants of the Credit Documents,
then  this  assignment  and the estates and interests hereby granted and created
shall  terminate.

     As  additional  collateral  and further security for said indebtedness, the
Mortgagor  does  hereby  assign  to  the  Administrative Agent and grants to the
Administrative  Agent  a  security
<PAGE>
interest  in all of the right, title and interest of the Mortgagor in and to any
and  all  insurance  policies and proceeds thereof, condemnation awards, any and
all leases of personal property (including equipment leases), rental agreements,
sales  contracts,  management  contracts,  franchise  agreements,  construction
contracts,  architects'  contracts,  technical  services  agreements,  or  other
contracts,  licenses  and  permits  now or hereafter affecting the Premises (the
"Intangible  Personalty")  or  any  part  thereof,  and  the Mortgagor agrees to
execute  and deliver to the Administrative Agent such additional instruments, in
form  and  substance reasonably satisfactory to the Administrative Agent, as may
hereafter  be  reasonably  requested by the Administrative Agent to evidence and
confirm  said  assignment;  provided,  however,  that  acceptance  of  any  such
assignment  shall  not  be construed as a consent by the Administrative Agent to
any  lease,  rental  agreement,  management  contract,  franchise  agreement,
construction  contract,  technical services agreement or other contract, license
or  permit,  or  to  impose  upon  the  Administrative Agent any obligation with
respect  thereto.  Notwithstanding the foregoing provisions, such assignment and
grant  of  security  interest  contained  herein  shall  not  extend to, and the
Intangible  Personalty  shall  not  include,  any  personalty  which  is  now or
hereafter  held by the Mortgagor as licensee, lessee or otherwise, to the extent
that  (a)  such personalty is not assignable or capable of being encumbered as a
matter  of  law  or  under  the  terms  of the license, lease or other agreement
applicable  thereto (but solely to the extent that any such restriction shall be
enforceable under applicable law), without the consent of the licensor or lessor
thereof  or  other  applicable  party  thereto and (b) such consent has not been
obtained; provided, however, that the foregoing assignment and grant of security
          --------  -------
interest  shall  extend to, and the Intangible Personalty shall include, any and
all proceeds of such personalty to the extent that the assignment or encumbering
of  such  proceeds is not so restricted under the terms of the license, lease or
other  agreement  applicable  thereto.

     All the Tangible Personalty which comprise a part of the Premises shall, as
far  as  permitted  by  law,  be  deemed to be affixed to the aforesaid Land and
conveyed  therewith.  As  to  the  balance  of  the  Tangible Personalty and the
Intangible  Personalty,  this  Mortgage  shall  be  considered  to be a security
agreement which creates a security interest in such items for the benefit of the
Administrative  Agent.  In  that  regard,  the  Mortgagor  grants  to  the
Administrative Agent all of the rights and remedies of a secured party under the
South  Carolina Uniform Commercial Code and grants to the Administrative Agent a
security  interest  in all of the Tangible Personalty and Intangible Personalty.

     The Mortgagor and the Administrative Agent covenant, represent and agree as
follows:


                                    ARTICLEI
                                    --------

                               Secured Obligations

     1.1  Obligations Secured.  The obligations secured by this Mortgage are the
          -------------------
result  of  a  $250 million Credit Facility and Term Loan (hereinafter the loans
and  extensions  of  credit thereunder may be called the "Loans") established by
the  Administrative  Agent and the Lenders in favor of the Mortgagor pursuant to
the  respective  terms  of  the  Credit  Agreement  and  the  Term
<PAGE>
Loan  Agreement;  terms  used  but  not  otherwise defined herein shall have the
meanings  provided  in  the Credit Agreement and the Term Loan Agreement, as the
case  may  be.
                                   ARTICLE II

            The Mortgagor's Covenants, Representations and Agreements

     2.1  Title  to  Property.  The  Mortgagor  represents  and  warrants to the
          -------------------
Administrative  Agent  that  (i)  it  is the owner of the Land, Improvements and
Tangible  Personalty (to the extent such Tangible Personalty does not constitute
fixtures), and has the right to convey the same, (ii) that as of the date hereof
title  to  such  property  is  free and clear of all encumbrances except for the
matters shown on the title insurance policy accepted by the Administrative Agent
in  connection  with  this Mortgage (the "Permitted Encumbrances") and for those
liens  permitted  by  the  Credit  Agreement  and  the  Term Loan Agreement (the
"Permitted  Liens"),  and  (iii)  it  will  warrant and defend the title to such
property  except  for the Permitted Encumbrances and the Permitted Liens against
the  claims  of  all  Persons.  As to the balance of the Premises, the Rents and
Profits  and  the  Intangible  Personalty, the Mortgagor represents and warrants
that  it  has  title  to such property, that title as of the date hereof to such
property  is  free  and  clear  of  all  encumbrances  except  for the Permitted
Encumbrances  and  the  Permitted  Liens,  that  it has the right to convey such
property  and  that  it  will  warrant  and  defend such property except for the
Permitted  Encumbrances  and  the  Permitted  Liens  against  the  claims of all
Persons.

     2.2  Taxes and Fees.  The Mortgagor will pay all taxes, general and special
          --------------
assessments,  insurance  premiums,  permit  fees, inspection fees, license fees,
water  and  sewer  charges,  franchise  fees  and  equipment rents and any other
charges  or  fees against it or the Premises (and the Mortgagor, upon request of
the  Administrative  Agent,  will  submit  to  the Administrative Agent receipts
evidencing  said  payments).

     2.3  Reimbursement.  The  Mortgagor  agrees that if it shall fail to pay on
          -------------
or before the date that the same become delinquent any tax, assessment or charge
levied or assessed against the Premises or any utility charge, whether public or
private,  or  any insurance premium or if it shall fail to procure the insurance
coverage  and  the delivery of the insurance certificates required hereunder, or
if  it  shall fail to pay any other charge or fee described in Sections 2.2, 2.3
or  2.6 hereof, then the Administrative Agent, at its option, may pay or procure
the  same  and  will  give the Mortgagor prompt notice of any such expenditures.
The  Mortgagor  will reimburse the Administrative Agent upon demand for any sums
of  money  paid  by  the Administrative Agent pursuant to this Section, together
with  interest  on each such payment at the default rate of interest provided in
Section  2.8 of the Credit Agreement and Section 2.6 of the Term Loan Agreement,
and  all  such  sums  and  interest  thereon  shall  be  secured  hereby.

     2.4  Additional  Documents.  The Mortgagor agrees to execute and deliver to
          ---------------------
the  Administrative  Agent, concurrently with the execution of this Mortgage and
upon  the  request  of the Administrative Agent from time to time hereafter, all
financing  statements  and  other  documents  reasonably required to perfect and
maintain the security interest created hereby.  The Mortgagor hereby irrevocably
(as  long  as  any  Loans  remain  outstanding  or  the  Commitment has not been
terminated) makes, constitutes and appoints the Administrative Agent as the true
and
<PAGE>
lawful  attorney  of  the  Mortgagor  to  sign  the name of the Mortgagor on any
financing  statement,  continuation  of  financing statement or similar document
required  to  perfect  or  continue  such  security  interests.

     2.5  Sale  or Encumbrance.  Except as permitted by the Credit Agreement and
          --------------------
the  Term  Loan  Agreement,  the  Mortgagor will not sell, encumber or otherwise
dispose  of  any  of the Tangible Personalty except to incorporate such into the
Improvements  or  replace such with goods of quality and value at least equal to
that replaced.  In the event the Mortgagor sells or otherwise disposes of any of
the  Tangible  Personalty  in  contravention  of  the  foregoing  sentence,  the
Administrative  Agent's  security  interest  in  the  proceeds  of  the Tangible
Personalty  shall  continue  pursuant  to  this  Mortgage.

     2.6  Fees  and  Expenses.  The  Mortgagor will promptly pay upon demand any
          -------------------
and  all  reasonable  costs  and  expenses  of  the Administrative Agent, (a) as
required  under  Section  10.3 of each of the Credit Agreement and the Term Loan
Agreement and (b) as necessary to protect the Premises, the Rents and Profits or
the  Intangible  Personalty  or  to  exercise  any rights or remedies under this
Mortgage  or  with  respect to the Premises, Rents and Profits or the Intangible
Personalty.  All  of  the  foregoing costs and expenses shall be secured hereby.

     2.7  Leases  and Other Agreements.  The Mortgagor shall faithfully keep and
          ----------------------------
perform, or cause to be kept and performed, in all material respects, all of the
covenants,  conditions,  and  agreements  contained in each lease (including any
equipment  lease),  rental  agreement, management contract, franchise agreement,
construction  contract, technical services agreement or other material contract,
license  or  permit  now  or  hereafter affecting the Premises, now or hereafter
existing,  on  the  part  of  the  Mortgagor to be kept and performed (including
performance  of  all  covenants  to be performed under any and all leases of the
Premises or any part thereof) and shall at all times use commercially reasonable
efforts  to  enforce,  with  respect to each other party to said agreements, all
obligations,  covenants  and  agreements  by  such  other  party to be performed
thereunder.

     2.8  Maintenance of Premises.  The Mortgagor will abstain from and will not
          -----------------------
permit  the  commission  of waste in or about the Premises and will maintain, or
cause  to  be maintained (subject to reconstruction periods after the occurrence
of  an  act  of God), the Premises in good condition and repair, reasonable wear
and  tear  excepted.

     2.9  Insurance.  The Mortgagor shall maintain insurance for the Premises as
          ---------
set  forth  in  Section  5.3  of  each of the Credit Agreement and the Term Loan
Agreement.  In  addition to the requirements set forth in Section 5.3 of each of
the  Credit  Agreement  and  the  Term  Loan  Agreement,  if  any  part  of  the
Improvements  is located in an area having "special flood hazards" as defined in
the  Federal  Flood Disaster Protection Act of 1973, a flood insurance policy as
may  be  required  by  law  naming the Administrative Agent as mortgagee must be
submitted  to  the  Administrative  Agent.  The  policy  must be in such amount,
covering  such risks and liabilities and with such deductibles or self-insurance
retentions  as  are  in  accordance  with  normal  industry  practice.

<PAGE>

     2.10  Eminent  Domain.  The  Mortgagor  assigns to the Administrative Agent
           ---------------
any  proceeds  or  awards  which may become due by reason of any condemnation or
other  taking  for  public  use  of the whole or any part of the Premises or any
rights  appurtenant  thereto  to which the Mortgagor is entitled.  The Mortgagor
agrees  to  execute such further assignments and agreements as may be reasonably
required  by  the  Administrative  Agent  to  assure  the  effectiveness of this
Section.  In  the event any Governmental Authority shall require or commence any
proceedings  for the demolition of any buildings or structures comprising a part
of  the Premises, or shall commence any proceedings to condemn or otherwise take
pursuant  to the power of eminent domain a material portion of the Premises, the
Mortgagor  shall promptly notify the Administrative Agent of such requirement or
commencement  of  proceedings  (for  demolition,  condemnation or other taking).

     2.11  Releases  and  Waivers.  The  Mortgagor agrees that no release by the
           ----------------------
Administrative  Agent  of  any portion of the Premises, the Rents and Profits or
the  Intangible  Personalty, no subordination of any Lien, no forbearance on the
part  of the Lenders or the Administrative Agent to collect on the Loans, or any
part  thereof,  no  waiver  of  any  right  granted  or  remedy available to the
Administrative  Agent  and  no  action  taken or not taken by the Administrative
Agent  shall  in  any  way  have the effect of releasing the Mortgagor from full
responsibility  to  the  Lenders  and  the Administrative Agent for the complete
discharge  of  each  and  every  of  the  Mortgagor's  obligations  hereunder.

     2.12     Assignment  of  Leases  and  Mortgagor  Collection  of  Rents  and
              ------------------------------------------------------------------
Profits.

     (a)     Mortgagor  hereby  authorizes and directs any lessees or tenants of
the  Premises that, upon written notice from Administrative Agent, all Rents and
Profits  and  all  payments  required under the Leases, or in any way respecting
same,  shall  be  made  directly  to  Administrative  Agent  as they become due.
Mortgagor  hereby  relieves  said  lessees  and  tenants  from  any liability to
Mortgagor  by  reason  of  said  payments  being  made  to Administrative Agent.
Nevertheless,  until  Administrative  Agent notifies in writing said lessees and
tenants  to  make  such  payments  to  Administrative  Agent, Mortgagor shall be
entitled  to collect all such Rents and Profits and/or payments.  Administrative
Agent  is  hereby  authorized to give such notification only in the event of any
breach  or  default  by  Borrowers  hereunder  or  under  the  Credit Documents.

     (b)     Any and all Rents and Profits collected by Administrative Agent may
be  applied  in  the  respective manners set forth in Section 2.13 of the Credit
Agreement  and  Section  2.11  of  the  Term  Loan  Agreement.  Receipt  by
Administrative  Agent of such Rents and Profits shall not constitute a waiver of
any  right  that  Administrative Agent may enjoy under this Mortgage, the Credit
Agreement,  the  Term  Loan  Agreement  or  under the laws of the State of South
Carolina,  nor  shall  the  receipt  and  application  thereof  cure any default
hereunder  nor  affect any foreclosure proceeding or any sale authorized by this
Mortgage,  the  Credit  Agreement,  the  Term Loan Agreement and the laws of the
State  of  South  Carolina.


<PAGE>
     (c)     Administrative Agent does not consent to, does not assume and shall
not  be  liable for any obligation of the lessor under any of the Leases and all
such obligations shall continue to rest upon Mortgagor as though this assignment
had  not been made.  Administrative Agent shall not be liable for the failure or
inability  to  collect  any  Rents  and  Profits.


                                   ARTICLEIII
                                   ----------

                                Event of Default

     An  event  of default shall exist under the terms of this Mortgage upon the
existence  of an Event of Default under the terms of the Credit Agreement or the
Term  Loan  Agreement (which has not been cured or waived in accordance with the
provisions  thereof)  or  the  failure  of  Mortgagor  to  perform any covenant,
agreement  or  obligation  under  this  Mortgage  ("Event  of  Default").


                                   ARTICLE IV

                                   Foreclosure

     4.1  Acceleration of Loan; Foreclosure.  Upon the occurrence and during the
          ---------------------------------
continuance  of  an  Event  of  Default, the entire balance of the Loans and any
other  obligations  due  under  the  Credit  Documents,  including  all  accrued
interest,  shall,  at the option of the Administrative Agent, become immediately
due  and  payable.  Upon failure to pay the Loans or reimburse any other amounts
due  under  the  Credit Documents in full at any stated or accelerated maturity,
the  Administrative  Agent  may  foreclose the lien of this Mortgage by judicial
proceeding in a manner permitted by applicable law.  The Mortgagor hereby waives
any  statutory  right  of  redemption  in  connection  with  such  foreclosure
proceeding.

     4.2  Proceeds  of Sale.  Following a foreclosure sale, the proceeds of such
          -----------------
sale  shall,  subject  to  applicable  law,  be  applied  in accordance with the
respective  provisions  set  forth  in  Section 2.13 of the Credit Agreement and
Section  2.11  of  the  Term  Loan  Agreement.


                                    ARTICLEV
                                    --------

           Additional Rights and Remedies of the Administrative Agent

     5.1  Rights  Upon Maturity or an Event of Default.  Upon the occurrence and
          --------------------------------------------
during  the  continuance  of  an  Event  of  Default,  the Administrative Agent,
immediately  and without additional notice and without liability therefor to the
Mortgagor  and  to  the  extent  permitted  by  law,  except  for  its own gross
negligence  or  willful misconduct, may do or cause to be done any or all of the
following:  (a) take physical possession of the Premises; (b) exercise its right
to
<PAGE>
collect  the  Rents  and  Profits;  (c) enter into contracts for the completion,
repair  and  maintenance  of the Improvements thereon; (d) expend Loan funds and
any  rents,  income  and  profits  derived  from the Premises for payment of any
taxes,  insurance  premiums,  assessments and charges for completion, repair and
maintenance  of  the Improvements, preservation of the lien of this Mortgage and
satisfaction  and fulfillment of any liabilities or obligations of the Mortgagor
arising  out of or in any way connected with the construction of Improvements on
the  Premises whether or not such liabilities and obligations in any way affect,
or  may  affect,  the  lien of this Mortgage; (e) enter into leases demising the
Premises  or  any  part  thereof; (f) take such steps to protect and enforce the
specific  performance of any covenant, condition or agreement in the Notes, this
Mortgage,  the Credit Agreement, the Term Loan Agreement or to aid the execution
of any power herein granted; (g) generally, supervise, manage, and contract with
reference to the Premises as if the Administrative Agent were equitable owner of
the  Premises; (h) seek the appointment of a receiver as provided in Section 5.2
below;  (i)  exercise  any  or  all of the remedies available to a secured party
under the South Carolina Uniform Commercial Code, including, but not limited to,
selling,  leasing  or  otherwise disposing of any fixtures and personal property
which  is encumbered hereby at public sale, with or without having such fixtures
or  personal  property  at  the  place  or sale, and upon such terms and in such
manner as Administrative Agent may determine; and (j) exercise any or all of the
remedies  of  a  secured  party under the South Carolina Uniform Commercial Code
with  respect  to  the  Tangible  Personalty  and  Intangible  Personalty.  The
Mortgagor  also  agrees  that  any  of  the foregoing rights and remedies of the
Administrative  Agent may be exercised at any time independently of the exercise
of any other such rights and remedies, and the Administrative Agent may continue
to  exercise  any  or all such rights and remedies until the Event(s) of Default
are  cured or waived with the consent of the Required Lenders or the Lenders (as
required  by  the  Credit  Agreement  and  the  Term  Loan  Agreement)  or until
foreclosure  and the conveyance of the Premises or until the obligations secured
hereby  are  satisfied  or  paid  in  full  and  the  Commitment  is terminated.

     5.2  Appointment  of Receiver.  If upon the maturity of any of the Loans or
          ------------------------
any  other  amounts  or  obligations under the Credit Documents, the same remain
unpaid,  or  upon  the  occurrence  and  continuance of an Event of Default, the
Administrative  Agent  as a matter of right shall be entitled to the appointment
of  a  receiver  or  receivers  for  all  or  any  part of the Premises, to take
possession  of  and  to  operate the Premises, and to collect the rents, issues,
profits,  and  income  thereof,  all  expenses  of  which  shall be added to the
indebtedness secured hereby, whether such receivership be incident to a proposed
sale  (or  sales) of such property or otherwise, and without regard to the value
of  the Premises or the solvency of any Person or Persons liable for the payment
of  the  indebtedness  secured hereby, and the Mortgagor does hereby irrevocably
consent  to  the  appointment  of such receiver or receivers, waives any and all
defenses  to such appointment, and agrees not to oppose any application therefor
by  Administrative  Agent.  Nothing  herein  is  to  be construed to deprive the
Administrative  Agent  of any other right, remedy or privilege it may have under
the  law to have a receiver appointed.  Any money advanced by the Administrative
Agent  in  connection  with  any  such receivership shall be a demand obligation
(which  obligation  the Mortgagor hereby promises to pay) owing by the Mortgagor
to  the  Administrative  Agent  pursuant  to  this  Mortgage.


<PAGE>
     5.3  Waivers.  No  waiver  of  any  Event  of  Default  shall  at  any time
          -------
thereafter  be  held  to  be  a waiver of any rights of the Administrative Agent
stated anywhere in the Notes, this Mortgage, the Credit Agreement, the Term Loan
Agreement  or any of the other Credit Documents, nor shall any waiver of a prior
Event  of  Default  operate  to  waive  any subsequent Event(s) of Default.  All
remedies  provided  in  this Mortgage, in the Notes, in the Credit Agreement, in
the  Term  Loan  Agreement  and in the other Credit Documents are cumulative and
may,  at  the  election of the Administrative Agent, be exercised alternatively,
successively,  or in any manner and are in addition to any other rights provided
by  law.

     5.4     Delivery  of Possession After Foreclosure.  In the event there is a
             -----------------------------------------
foreclosure  sale  hereunder  and at the time of such sale, the Mortgagor or the
Mortgagor's  heirs,  devisees,  representatives,  successors  or  assigns  are
occupying  or  using the Premises, or any part thereof, each and all immediately
shall  become the tenant of the purchaser at such sale, which tenancy shall be a
tenancy from day to day, terminable at the will of either landlord or tenant, at
a  reasonable rental per day based upon the value of the property occupied, such
rental  to  be  due  daily  to  the  purchaser;  and  to the extent permitted by
applicable  law, the purchaser at such sale, notwithstanding any language herein
apparently  to  the  contrary,  shall  have the sole option to demand possession
immediately  following  the sale or to permit the occupants to remain as tenants
at will.  In the event the tenant fails to surrender possession of said property
upon demand, the purchaser shall be entitled to institute and maintain a summary
action  for possession of the property (such as an action for forcible detainer)
in  any  court  having  jurisdiction.


                                   ARTICLE VI

                               General Conditions

     6.1  Terms.  The  singular  used  herein  shall  be  deemed  to include the
          -----
plural;  the  masculine deemed to include the feminine and neuter; and the named
parties  deemed  to  include  their  heirs,  successors  and  assigns.  The term
"Lender"  shall  include  any  of  the  Persons  identified as a "Lender" on the
signature  pages  to  the  Credit Agreement and the Term Loan Agreement, and any
Person  which  may  become  a Lender by way of assignment in accordance with the
terms  of  the Credit Agreement and the Term Loan Agreement, together with their
successors  and  permitted  assigns.

     6.2  Notices.  All  notices  and  other communications required to be given
          -------
hereunder  shall have been duly given and shall be effective (i) when delivered,
(ii) when transmitted via telecopy (or other facsimile device) to the number set
out  below,  (iii) the Business Day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (iv)
the  third Business Day following the day on which the same is sent by certified
or  registered  mail, postage prepaid, in each case to the respective parties at
the  address  or  telecopy  numbers set forth below, or at such other address as
such  party  may  specify  by  written  notice  to  the  other  parties  hereto.

<PAGE>

               to  the  Mortgagor:

                    Policy  Management  Systems  Corporation
                    One  PMSC  Center
                    Blythewood,  South  Carolina  29016
                    Attention:  General  Counsel
                    Telephone:  (803)  333-4000
                    Telecopy:  (803)  333-5560

               to  the  Administrative  Agent:

                    Bank  of  America,  N.A.
                    100  N.  Tryon  Street
                    Business  Services  Group
                    NC1-007-17-15
                    Charlotte,  North  Carolina  28255
                    Attn:  Michael  J.  McKenney
                    Telephone:  (704)  388-5920
                    Telecopy:   (704)  388-0960


     6.3  Severability.  If  any  provision of this Mortgage 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.

     6.4  Headings.  The  captions  and  headings  herein are inserted only as a
          --------
matter of convenience and for reference and in no way define, limit, or describe
the  scope  of  this  Mortgage  nor  the  intent  of  any  provision  hereof.

     6.5  Conflicting  Terms.  In  the  event  the  terms and conditions of this
          ------------------
Mortgage  conflict  with the terms and conditions of the Credit Agreement or the
Term  Loan  Agreement,  the  terms and conditions of the Credit Agreement or the
Term  Loan  Agreement, as applicable, shall control and supersede the provisions
of  this  Mortgage  with  respect  to  such  conflicts.

     6.6  Governing  Law.  This  Mortgage  shall be governed by and construed in
          --------------
accordance  with  the  internal  law of the state where the Premises is located.

     6.7  Special  South  Carolina  Provisions.
          ------------------------------------
          (a)     In  the  event  of  any  inconsistencies between the terms and
conditions  of  the  other provisions of this Mortgage and this Section 6.7, the
terms  of  this  Section  6.7  shall  control  and  be  binding.

<PAGE>
          (b)     Mortgagor  agrees  to the full extent permitted by law that in
case  of an Event of Default on its part hereunder, neither Mortgagor nor anyone
claiming  through  or  under  it  shall  or  will  set up, claim or seek to take
advantage of any appraisal, valuation, stay, extension or redemption laws now or
hereafter in force, in order to prevent or hinder the enforcement or foreclosure
of this Mortgage, or the absolute sale of the Premises or the final and absolute
putting into possession thereof, immediately after such sale, of the purchaser's
thereat,  and Mortgagor, for itself and all who may at any time claim through or
under  it,  hereby  waives,  to  the  full extent that it may lawfully so do the
benefit  of  such  laws, and any and all right to have the assets comprising the
Premises marshalled upon any foreclosure of the lien hereof or appraised for the
purpose  of  reducing  any  deficiency judgment obtained by Administrative Agent
against  Mortgagor  and  agrees  that  Administrative  Agent or any court having
jurisdiction  to  foreclose  such  lien  may  sell the Premises in part or as an
entirety.  Mortgagor  further  waives,  to the full extent permitted by law, the
right  to  petition  for the appointment of appraisers following foreclosure for
the  purpose  of  seeking  to  reduce  a  deficiency judgment or for any reason.
          (c)     The  maximum  of  all indebtedness outstanding at any one time
secured  hereby shall not exceed $250 million plus interest thereon, all charges
and  expenses  of  collection  incurred  by Administrative Agent including court
costs  and  reasonable  attorneys'  fees.  Interest  hereunder  may be deferred,
accrued  or  capitalized.
          (d)     This  Mortgage  also  secures,  in  accordance  with  Section
29-3-50,  Code  of  Laws of South Carolina 1976, as amended, all future advances
and  re-advances  that  may  subsequently be made to Mortgagor by Administrative
Agent  pursuant  to  this  Mortgage  and  the  other  Credit  Documents.

     PROVIDED ALWAYS, and it is the true intent and meaning of the Mortgagor and
the  Administrative  Agent,  that  if  the  Mortgagor,  the Guarantors, or their
successors  and  assigns,  shall pay or cause to be paid and discharged unto the
Administrative Agent, its successors and assigns, the obligations secured hereby
according  to  the  terms  of this Mortgage, and the Credit Documents, then this
Mortgage  shall  cease, determine and be void, otherwise it shall remain in full
force  and  virtue.  And  it  is  agreed,  by  and between the Mortgagor and the
Administrative  Agent, that the Mortgagor is to hold and enjoy the said premises
until  an  Event  of  Default  be  made  in  the  terms  of  this  Mortgage.

<PAGE>

CHAR1\532061_  2
CHAR1\532061_  2

     The  laws  of  South  Carolina  provide that in any real estate foreclosure
proceeding  a  defendant  against whom a personal judgment is taken or asked may
within  thirty  days  after  the  sale of the Premises apply to the court for an
order  of  appraisal.  The  statutory  appraisal  value as approved by the court
could  be  substituted  for  the  high  bid  and  may decrease the amount of any
deficiency  owing in connection with the transaction.  THE UNDERSIGNED MORTGAGOR
HEREBY  WAIVES  AND  RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE
HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS
OF  ANY  APPRAISED  VALUE  OF  THE  PREMISES.

     IN  WITNESS WHEREOF, the Mortgagor has executed this Mortgage under seal as
of  the  above  written  date.

                                          POLICY MANAGEMENT SYSTEMS CORPORATION,
WITNESS:                                  a  South  Carolina  corporation

/S/  Lynn  W.  Dillard                    By:  /S/  Stephen  G.  Morrison
----------------------                         --------------------------
                            Title:  Executive  Secretary  and  General  Counsel
                                    -------------------------------------------
/S/  Katherine  E.  Daniels
---------------------------



<PAGE>


STATE  OF  SOUTH  CAROLINA     )
                                   ACKNOWLEDGMENT
COUNTY  OF  RICHLAND          )


     I,  Cynthia  R.  Dowie,  Notary  Public for the State of South Carolina, do
hereby  certify  that  the above-named Policy Management Systems Corporation, by
its  duly  authorized  officer,  personally  appeared  before  me  this  day and
acknowledged  the  due  execution  of  the  foregoing  instruments.

     Witness  my  hand  an  official  seal  this  the  28th  day  of April 2000.



/S/  Cynthia  R.  Dowie
-----------------------
Notary  Public  for  South  Carolina

My  Commission  Expires:  March  2,  2002

<PAGE>
CHAR1\532061_  2

CHAR1\532061_  2
Administrative Agent hereby joins in the execution of this Mortgage and Security
Agreement  with  the  intention  that  it  shall  serve as a financing statement
pursuant  to  Section  36-9-402  of  the  Code  of  Laws of South Carolina 1976.
                                          -------------------------------------


WITNESS:                              ADMINISTRATIVE  AGENT:
                                                           -

                                   BANK  OF  AMERICA,  N.A.

By:/S/  Christopher  M.  Chamness               By:   /S/  Michael  J.  McKenney
   ------------------------------                 ------------------------------
                                                Title:__________________________
WITNESS:

By:  /S/  Naomi  Simms
  --------------------




<PAGE>
                                    EXHIBIT A
                                    ---------

All  that  certain  piece,  parcel,  or  lot of land, with improvements thereon,
situate,  lying  and  being  in the County of Richland, State of South Carolina,
near the City of Columbia, located at the intersection of U.S. Interstate 77 and
U.S.  Highway  21, as shown on that certain ALTA/ACSM Land Title Survey prepared
for  Policy  Management Systems Corporation by Leon Campbell & Associates, dated
April  26,  2000,  last  revised May 02, 2000, and recorded in the office of the
Richland  County ROD in Book 00406, Pages 2764 and 2765.  Reference to said plat
is craved for a fuller description, with all measurements being a little more or
less.

~Doc#  5162924.01  ~