9
CHAR1\527993_  5
CHAR1\527993_  5
                     SECOND AMENDMENT TO TERM LOAN AGREEMENT

     This  Amendment,  dated  as of March 30, 2000 (this "Amendment") is entered
into  by  and  among  Policy  Management  Systems  Corporation, a South Carolina
corporation  (the  "Borrower"),  the  financial  institutions  parties  to  this
Agreement  (collectively,  the  "Banks";  individually,  a  "Bank")  and Bank of
America,  N.A.  (formerly  known  as  Bank of America National Trust and Savings
Association),  as  Agent  (the  "Agent").

                                    RECITALS
                                    --------

     The  Borrower, the Agent and the Banks are parties to a Term Loan Agreement
dated  as  of  November  5,  1999,  as  amended  by  a First Amendment to Credit
Agreement  dated  as  of  February 10, 2000 (the "Credit Agreement") pursuant to
which  the Banks extended a term loan.  Capitalized terms used and not otherwise
defined  or  amended  in  this  Amendment  shall  have the meanings respectively
assigned  to  them  in  the  Credit  Agreement.

     The  Borrower has requested that the Banks modify certain provisions of the
Credit  Agreement.  In  order to induce the Banks to agree to the foregoing, the
Banks have requested, and the Borrower has agreed, that the Borrower will pay an
amendment  fee,  modify  the  pricing, and provide the Banks with security.  The
Borrower  has  requested  that  the  Banks enter into this Amendment in order to
approve  and reflect the foregoing, and the Banks have agreed to do so, all upon
the  terms  and  provisions and subject to the conditions hereinafter set forth.

                                    AGREEMENT
                                    ---------

     In  consideration  of  the foregoing and the mutual covenants and agreement
hereinafter  set  forth,  the  parties  hereto  mutually  agree  as  follows:

A.     AMENDMENTS
       ----------

     1.     Amendment  of  Section 1.1.  The definition of "Termination Date" in
            --------------------------                      ----------------
Section  1.1  is  hereby  amended  and  restated  as  follows:

          "Termination  Date"  means  January  31,  2001.
           -----------------

     2.     Amendment  of  Section 1.1.  Section 1.1 is hereby amended by adding
            --------------------------
the  following  new  definitions:

(a)     "Capitalized  Software  Costs"  means  the  costs  identified  on  the
         ----------------------------
Consolidated  Statements  of Cash Flows of the Borrower as "Capitalized internal
software  development  costs".

(b)     "Collateral"  means  a  collective  reference to the collateral which is
         ----------
identified  in,  and  at  any time will be covered by, the Collateral Documents.


<PAGE>
(c)     "Collateral  Documents"  means  a  collective  reference to the Security
         ---------------------
Agreement,  the Pledge Agreement, the Mortgage and such other documents executed
and  delivered  in  connection with the attachment and perfection of the Agent's
security  interests  and liens arising thereunder, including without limitation,
UCC  financing  statements  and  patent  and  trademark  filings.

(d)     "Dekru  Acquisition"  means the Acquisition by the Borrower of the stock
         ------------------
or  assets of Dekru B.V., an entity organized under the laws of the Netherlands,
for  aggregate  consideration (including cash and non-cash consideration) not to
exceed  $1,500,000.

(e)     "Mortgage"  means, collectively those certain deeds of trust encumbering
         --------
the  fee  interest  of  the  Borrower  and  each Material Subsidiary in the real
property  assets identified on Schedule A hereto, as amended, modified, restated
                               ----------
or  supplemented  from  time  to  time.

(f)     "Obligations"  means  all  Debt,  obligations  and  liabilities  of  the
         -----------
Borrower under this Agreement, the Senior Bank Facility or any of the Collateral
Documents  to  which the Borrower is a party, now existing or hereafter arising,
due  or  to  become  due,  direct or indirect, absolute or contingent, howsoever
evidenced,  held  or  acquired,  as  the  Obligations may be modified, extended,
renewed  or  replaced  from  time  to  time.

(g)     "Pledge  Agreement"  means  a  pledge  agreement  in  form and substance
         -----------------
satisfactory  to  the Agent to be executed in favor of the Agent by the Borrower
and  each  Material  Subsidiary,  as amended, modified, restated or supplemented
from  time  to  time.

(h)     "Pricing  Schedule"  means  the  Schedule  attached hereto identified as
         -----------------
such.

(i)     "Property  Acquisition  Costs"  means  the  costs  identified  on  the
         ----------------------------
Consolidated  Statements  of  Cash  Flows  of  the  Borrower  as "Acquisition of
property  and  equipment".

(j)     "Security  Agreement"  means  a security agreement in form and substance
         -------------------
satisfactory  to  the Agent to be executed in favor of the Agent by the Borrower
and  each  Material  Subsidiary,  as amended, modified, restated or supplemented
from  time  to  time.

     3.     Amendment  of  Section  2.7.  Section 2.7 of the Credit Agreement is
            ---------------------------
hereby  amended  and  restated  as  follows:

          Fees  Fees.
          ----  ----

2.9  Fees(a)     The  Borrower  shall  pay  to  the Agent for the account of the
     ----
Banks  ratably  a  facility  fee  at  the Facility Fee Rate (determined daily in
accordance  with  the
<PAGE>
Pricing Schedule).  Such facility fee shall accrue from and including January 1,
2000  to  but excluding the date the Loans shall be repaid in their entirety, on
the  daily  aggregate outstanding principal amount of the Loans.  Subject to the
third  sentence  of  Section  2.11(a),  accrued fees under this Section shall be
payable  quarterly  in  arrears  on each September 30, December 31, March 31 and
June  30  and  on  the  Termination  Date  in  their  entirety;

(b)     If  the  Term  Loan is not repaid in full on or before July 15, 2000, on
such  date,  the  Borrower  shall  pay to the Agent for the account of the Banks
ratably a one-time fee on the aggregate outstanding amount of the Loans equal to
1.00%;

 Fees(c)     If  the  Term  Loan  is not repaid in full on or before October 15,
 ----
2000,  on  such date, the Borrower shall pay to the Agent for the account of the
 --
Banks  ratably  a  one-time fee on the aggregate outstanding amount of the Loans
equal  to  1.25%;  and

 Fees(d)     If  the  Term  Loan is not repaid in full on or before December 15,
 ----
2000,  on  such date, the Borrower shall pay to the Agent for the account of the
 -
Banks  ratably  a  one-time fee on the aggregate outstanding amount of the Loans
equal  to  1.50%.

     4.     Amendment  of  Section  5.1(a)  and (b).  Section 5.1(a) and (b) are
            ---------------------------------------
hereby  amended  and  restated  as  follows:

     (a)     within  2  Business  Days after the filing of each Form 10-K by the
Borrower  with the Securities and Exchange Commission (and in any event no later
than  92 days after the end of each fiscal year of the Borrower), a consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of
such  fiscal  year  and  the  related consolidated statements of income and cash
flows and changes in stockholders' equity for such fiscal year, setting forth in
each  case  in  comparative  form  the figures for the previous fiscal year, all
reported on in a manner acceptable to the Securities and Exchange Commission and
accompanied  by  a  report  of  independent  public  accountants  or  nationally
recognized  standing  in  scope  and  manner  acceptable  to  the Securities and
Exchange  Commission;

     (b)     within  2  Business  Days after the filing of each Form 10-Q by the
Borrower  with the Securities and Exchange Commission (and in any event no later
than  47  days  after the end of each of the first three quarters of each fiscal
year  of  the  Borrower),  a  consolidated balance sheet of the Borrower and its
Consolidated  Subsidiaries  as  of  the  end  of  such  quarter  and the related
consolidated  statements  of  income and cash flows for such quarter and for the
portion  of the Borrower's fiscal year ended at the end of such quarter, setting
forth  in  the  case of such statements of income and cash flows, in comparative
form  the figures for the corresponding quarter and the corresponding portion of
the  Borrower's  previous fiscal year, all certified (subject to normal year-end
adjustments)  as  to  fairness  of  presentation,  generally  accepted
<PAGE>
accounting  principles  and  consistency  by  the chief financial officer or the
chief  accounting  officer  of  the  Borrower;

     5.     Amendment of Section 5.1.  Section 5.1 is hereby amended by adding a
            ------------------------
new  Section  5.1(k)  and  5.1(l):

     "(k) prior to the beginning of each fiscal month of the Borrower, a monthly
forecast  of  income  and cash flows for such month, certified as to fairness of
presentation,  generally  accepted  accounting principles and consistency by the
chief  financial  officer  or  the  chief  accounting  officer of the Borrower."

"(l) prior to April 30, 2000 and thereafter, simultaneously with the delivery of
each  set  of  financial  statements referred to in clauses (a) and (b) above, a
report  signed  by an executive officer of the Borrower setting forth (i) a list
of  United  States  registration  numbers  for  all patents, trademarks, service
marks,  and  copyrights  awarded  to  the  Borrower  or  any  of  its  Material
Subsidiaries  since  the last day of the immediately preceding fiscal quarter or
fiscal  year, as the case may be, and (ii) a list of all trademark applications,
service mark applications, and copyright applications submitted for registration
in  the  United States by the Borrower or any of its Material Subsidiaries since
the  last day of the immediately preceding fiscal quarter or fiscal year, as the
case  may be, and the status of each such application, all in such form as shall
be  reasonably  satisfactory  to  the  Agent."

     6.     Amendment of Section 5.3(b).  Section 5.3(b) of the Credit Agreement
            ---------------------------
is  hereby  amended  and  restated  as  follows:

     (b)     The Borrower will maintain, and will cause each Material Subsidiary
to  maintain, or be covered under, (i) physical damage insurance on all real and
personal  property  on  an  all  risks  basis (including the perils of flood and
quake),  covering  the  repair  and  replacement  cost  of all such property and
consequential  loss  coverage  for  extra  expense  and  (ii)  public  liability
insurance  (including  products/completed  operations liability coverage) all on
terms  and conditions and in scope substantially commensurate with that which is
currently  maintained  as  described on Schedule 5.3 hereto and evidenced by the
                                        ------------
certificate contemplated by clause (w) of the second following sentence and with
risk  retention  thereunder  up  to  an  amount which in the good faith business
judgement  of  the Borrower's or such Material Subsidiary's management could not
reasonably  be  expected to expose the Borrower or such Material Subsidiary to a
materially  adverse  noninsured  loss.  On or before, April 30, 2000, and at all
times  thereafter,  the  Agent shall be named as loss payee or mortgagee, as its
interest  may  appear,  and/or  additional  insured  with  respect  to  any such
insurance  providing  coverage in respect of any Collateral.  All such insurance
shall  be  provided  by insurers having an A.M. Best policyholders rating of not
less  than  B+  or such other insurers as the Banks may approve in writing.  The
Borrower  will deliver to the Agent for distribution to each of the Banks (w) on
the date of the first Borrowing hereunder, a certificate dated such date showing
the amount of coverage as of such date, (x) upon request of any Bank through the
Agent  from  time  to  time  full  information  as to the insurance carried, (y)
within  seven  Business Days of receipt of notice from any insurer a copy of any
notice  of
<PAGE>
cancellation  or  material  change in coverage from that existing on the date of
this  Agreement  and  (z)  forthwith  upon  receipt  thereof,  notice  of  any
cancellation  or  nonrenewal  of  coverage  by  the  Borrower.

     7.     Amendment  of  Section  5.9.  Section 5.9 of the Credit Agreement is
            ---------------------------
hereby  amended  by  adding  new  Section  5.9(k):

     "(k)  Liens  in favor of the Agent on behalf of the Banks arising under the
Collateral  Documents."

     8.     Amendment  of Section 5.11.  Section 5.11 of the Credit Agreement is
            --------------------------
hereby  amended  and  restated  as  follows:

Leverage  Ratio5.11  Leverage  Ratio.  The Borrower will not permit the Leverage
---------------      ---------------
Ratio at any time from (i) December 31, 1999 through but not including September
30,  2000  to  exceed 5.5:1.0, (ii) September 30, 2000 through but not including
December 31, 2000 to exceed 3.5:1.0, and (iii) December 31, 2000 and at any time
thereafter,  to  exceed  2.5:1.0.

9.     Amendment  of  Section  5.12.  Section  5.12  of  the Credit Agreement is
       ----------------------------
hereby  amended  and  restated  as  follows:

Minimum Consolidated Tangible Net Worth Minimum Consolidated Tangible Net Worth.
--------------------------------------- ---------------------------------------
At  any  date,  Consolidated  Tangible  Net  Worth  will  not  be  less than (i)
$126,718,000 until September 29, 2000 and $196,718,000 on September 30, 2000 and
thereafter plus on an annual basis (ii) beginning with the fiscal year beginning
           ----
January  1,  1999,  50% of Consolidated Net Income, if positive.  There shall be
excluded from the calculation of Consolidated Tangible Net Worth all acquisition
related  charges  of  intangibles  and  any  amounts  that have been expended to
repurchase  shares of the Borrower's common stock, in each case, since August 8,
1997.

     10.     Amendment of Section 5.13.  Section 5.13 of the Credit Agreement is
             -------------------------
hereby  amended  and  restated  as  follows:

Restricted  Payments5.13  Restricted  Payments.   Restricted PaymentsNeither the
--------------------      --------------------    -------------------
Borrower  nor  any  Subsidiary  (i)  will declare or make any Restricted Payment
(other  than  any  dividend  or  other distribution from a Subsidiary, direct or
indirect,  to  the Borrower) or (ii) will optionally prepay, defease or purchase
any  Debt  of  the Borrower or any Subsidiary other than (x) the Loans, (y) Debt
under  the  Senior Bank Facility, or (z) any other Debt of the Borrower incurred
for  working  capital  purposes  provided that the aggregate amount of such Debt
-                                -------- ----
prepaid,  defeased  or  purchased  is  less  than  $15,000,000.

     11.     Amendment  of  Section  5.14(d).  Section  5.14(d)  of  the  Credit
             -------------------------------
Agreement  is  hereby  amended  and  restated  as  follows:


<PAGE>
------
 Restricted  Payments(d)     (i)  any Investment made prior to March 31, 2000 in
 --------------------
compliance  with  Section  5.14(d)  prior  to  the  amendment  hereby  and  (ii)
Restricted  Paymentsany  Investment  with  respect  to  the  Dekru  Acquisition.
        ------------

     12.     Amendment of Section 5.16.  Section 5.16 of the Credit Agreement is
             -------------------------
hereby  amended  and  restated  as  follows:

Additional  Guarantors  Additional  Guarantors.  The Borrower shall from time to
----------------------  ----------------------
time  cause  each  Subsidiary  of  the  Borrower  or  other entity that is not a
--
Material  Subsidiary  on the date hereof but becomes a Material Subsidiary after
--
the  date  hereof  (whether  by  acquisition of capital stock by the Borrower or
otherwise)  to  (a)  become  party hereto as guarantor by executing a supplement
hereto  in  form  and substance satisfactory to the Agent, such supplement to be
executed  by such Material Subsidiary within 10 days after the date on which the
Borrower  acquires  or  forms  such  Material  Subsidiary,  or  a Subsidiary not
originally  a  Guarantor  becomes  a  Material Subsidiary, (b) cause 100% of the
issued and outstanding capital stock of such Material Subsidiary to be delivered
to the Agent (together with undated stock powers signed in blank, if applicable)
and  pledged  to  the  Agent  pursuant  to an appropriate pledge agreement(s) in
substantially  the form of the Pledge Agreement and otherwise in form reasonably
acceptable  to  the  Agent and (c) deliver such other documentation as the Agent
may  reasonably  request  in  connection  with  the foregoing, including without
limitation,  documentation  to  ensure  that  the  Agent  has  a  first priority
perfected  Lien  in  the  personal  and  real  property  owned  by such Material
Subsidiary, certified resolutions and other authority documents of such Material
Subsidiary  and favorable opinions of counsel to such Material Subsidiary (which
shall  cover,  among  other  things,  the legality, validity, binding effect and
enforceability of the documentation referred to above), all in form, content and
scope  reasonably  satisfactory  to  the  Agent.

     13.     Amendment of Section 5.17.  Section 5.17 of the Credit Agreement is
             -------------------------
hereby  amended  and  restated  as  follows:

Limitation  on  Non-Cash  Charges Additional Guarantors.   The Borrower will not
--------------------------------- ---------------------
incur  non-cash  charges that would exceed (i) $25,000,000 in the aggregate with
--
respect  to  the  Borrower  and  its  Consolidated  Subsidiaries  from and after
November  1,  1999  through and including March 31, 2000 and (ii) $15,000,000 in
the  aggregate  with  respect  to the Borrower and its Consolidated Subsidiaries
from  and  after April 1, 2000 through and including the Termination Date, other
than  (A)  depreciation  and  amortization  expensed  in  the ordinary course of
business determined in accordance with generally accepted accounting principles;
and  (B) any acquisition related charges of intangibles determined in accordance
with  generally  accepted  accounting  principles.

     14.     Addition  of  New Section 5.18.  A new Section 5.18 is hereby added
             ------------------------------
as  follows:

<PAGE>
SECTION  5.18.  Pledged  Assets.
                ---------------
     On or before April 30, 2000, or such later date as the Agent may reasonably
determine,  the  Borrower will cause, and will cause each Material Subsidiary to
cause  (i)  all  of its owned personal property located in the United States and
(ii)  all  of  its owned real property located in the United States deemed to be
material  by  the  Agent  or  the Required Banks in its or their sole reasonable
discretion,  to  be  subject  at all times to first priority, perfected Liens in
favor  of  the Agent to secure the Borrower's Obligations in accordance with the
terms  and  conditions of the Collateral Documents, subject in any case to Liens
permitted  under Section 5.9.  Without limiting the generality of the above, the
Borrower will cause (i) 100% of the issued and outstanding capital stock of each
domestic  Material  Subsidiary  directly  owned  by  the  Borrower  or any other
Material  Subsidiary  of  the  Borrower and (ii) 65% (or such greater percentage
which  would  not result in material adverse tax consequences) of the issued and
outstanding  capital  stock  entitled to vote (within the meaning of Treas. Reg.
Section  1.956-2(c)(2)) and 100% of the issued and outstanding capital stock not
entitled  to  vote  (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of
each  foreign  Subsidiary  directly  owned by the Borrower or any other Material
Subsidiary  of  the  Borrower  to  be  subject at all times to a first priority,
perfected  Lien  in  favor  of the Agent to secure the Borrower's Obligations in
accordance  with  the  terms  and conditions of the Collateral Documents or such
other  security  documents  as  the  Agent  shall  reasonably  request.

     15.     Addition  of  New Section 5.19.  A new Section 5.19 is hereby added
             ------------------------------
as  follows:

SECTION  5.19.  Real  Property  Collateral.
                --------------------------
     On or before April 30, 2000, or such later date as the Agent may reasonably
determine,  the  Borrower and each other Material Subsidiary shall, with respect
to  the  real  property  assets identified on Schedule A hereto and deemed to be
                                              ----------
material  by  the  Agent  or  the Required Banks in its or their sole reasonable
discretion,  deliver  to  the  Agent  the  following:
      (a)     fully  executed  and  notarized  Mortgages;
(b)     title  reports  obtained by the Borrower in respect of the real property
subject  to  the  Mortgages;
(c)     maps  or  plats  of an as-built survey of the sites of the real property
covered  by the Mortgages certified to the Agent and the title insurance company
issuing  the  policy  referred  to  in  clause  (d)  below (the "Title Insurance
                                                                 ---------------
Company") in a manner reasonably satisfactory to each of the Agent and the Title
Insurance Company, dated a date reasonably satisfactory to each of the Agent and
the  Title  Insurance  Company  by  an  independent  professional  licensed land
surveyor,  which  maps or plats and the surveys on which they are based shall be
sufficient  to  delete  any  standard  printed survey exception contained in the
applicable  title  policy  and  be  made in accordance with the Minimum Standard
Detail  Requirements  for  Land Title Surveys jointly established and adopted by
the  American Land Title Association and the American Congress on Surveying and
<PAGE>
Mapping  in  1992,  and, without limiting the generality of the foregoing, there
shall  be  surveyed  and shown on such maps, plats or surveys the following: (i)
the  locations  on  such  sites  of  all  the  buildings,  structures  and other
improvements  and  the  established  building  setback  lines; (ii) the lines of
streets  abutting  the  sites  and  width  thereof;  (iii)  all access and other
easements  appurtenant  to  the  sites  necessary  to  use  the  sites; (iv) all
roadways, paths, driveways, easements, encroachments and overhanging projections
and  similar  encumbrances affecting the site, whether recorded, apparent from a
physical  inspection  of  the  sites or otherwise known to the surveyor; (v) any
encroachments  on  any  adjoining  property  by  the  building  structures  and
improvements on the sites; and (vi) if the site is described as being on a filed
map,  a  legend  relating  the  survey  to  said  map;
(d)     an  ALTA  mortgagee title insurance policy issued by the Title Insurance
Company,  in  an  amount  satisfactory to the Agent, assuring the Agent that the
each  Mortgage  creates  a valid and enforceable first priority mortgage lien on
the  real  property  subject  to the Mortgage, free and clear of all defects and
encumbrances  except Liens permitted by Section 5.9, which mortgage policy shall
be  in form and substance reasonably satisfactory to the Agent and shall provide
for  affirmative  insurance  and  such  reinsurance  as the Agent may reasonably
request,  all  of the foregoing in form and substance reasonably satisfactory to
the  Agent;
(e)     evidence  as  to  (i)  whether any of the mortgaged properties are in an
area  designated  by  the  Federal Emergency Management Agency as having special
flood or mud slide hazards (a "Flood Hazard Property") and (ii) if any mortgaged
                               ---------------------
property  is  a  Flood  Hazard Property, (A) whether the community in which such
mortgaged  property  is located is participating in the National Flood Insurance
Program,  (B)  the  Borrower's  written  acknowledgment  of  receipt  of written
notification from the Agent (1) as to the fact that such mortgaged property is a
Flood  Hazard  Property  and (2) as to whether the community in which such Flood
Hazard  Property  is  located  is  participating in the National Flood Insurance
Program and (C) copies of insurance policies or certificates of insurance of the
Borrower  evidencing  flood  insurance  satisfactory to the Agent and naming the
Agent  as  sole  loss  payee;  and
(f)     evidence  reasonably  satisfactory  to  the  Agent  that  the  mortgaged
properties,  and  the uses of the mortgaged properties, are in compliance in all
material  respects,  as  relevant  for  purposes  of  this  Agreement,  with all
applicable  laws, regulations and ordinances including without limitation health
and  environmental  protection  laws, erosion control ordinances, storm drainage
control  laws,  doing  business and/or licensing laws, zoning laws (the evidence
submitted  as  to  zoning  should  include  the  zoning designation made for the
mortgaged  properties, the permitted uses of the mortgaged properties under such
zoning  designation  and  zoning  requirements as to parking, lot size, ingress,
egress  and  building  setbacks)  and  applicable  laws  regarding  access  and
facilities  for  disabled  persons  including,  but  not limited to, the Federal
Architectural  Barriers  Act,  the  Fair  Housing  Amendments  Act  of 1988, the
Rehabilitation  Act  of  1973  and  the Americans with Disabilities Act of 1990.

     16.     Addition  of  New Section 5.20.  A new Section 5.21 is hereby added
             ------------------------------
as  follows:


<PAGE>
SECTION  5.20.  Property  Acquisition  Costs  and  Capitalized  Software  Costs.
                ---------------------------------------------------------------
     The  Borrower  will  not  permit  the sum of Property Acquisition Costs and
Capitalized  Software  Costs  for (a) fiscal year 2000 to exceed $84,000,000 and
(b)  fiscal  year  2001  to  exceed  $93,000,000.

     17.     Amendment  of  Section 6.1.  Section 6.1 of the Credit Agreement is
             --------------------------
hereby  amended  by  adding  new  Section  6.1(m):

     "(m)  any  of  the  Collateral Documents shall fail to be in full force and
effect  or  to  give  the  Agent  and/or the Banks the Liens, rights, powers and
privileges purported to be created thereby, or the Borrower or any Subsidiary of
the  Borrower  shall  so  state  in  writing."

     18.     Amendment  to  Pricing  Schedule.  The  Pricing  Schedule  shall be
             --------------------------------
amended  and  restated  as  per  the  attachment  hereto.

B.     REPRESENTATIONS  AND  WARRANTIES
       --------------------------------

     The  Borrower  hereby  represents and warrants to the Agent and Banks that:

     1.     After giving effect to this Amendment, no Event of Default specified
in  the Credit Agreement and no event which with notice or lapse of time or both
would  become  such  an  Event  of  Default  has  occurred  and  is  continuing;

     2.     After  giving effect to this Amendment and the information contained
in  the  preliminary  draft of the December 31, 1999 financial statements of the
Borrower,  the  representations  and  warranties of the Borrower pursuant to the
Credit  Agreement  are true on and as of the date hereof as if made on and as of
said  date;  and

     3.     The  making  and  performance by the Borrower of this Amendment have
been  duly  authorized  by  all  necessary  corporate  action.

C.     EFFECTIVENESS;  CONDITIONS
       --------------------------

     This Amendment will become effective as of December 31, 1999 upon execution
by the Required Banks (the "Effective Date").  The Borrower shall provide to the
Agent  in  form  and  substance  satisfactory  to  the  Agent,  the  following:

     1.     On  or  before  March 31, 2000, a copy of a resolution passed by the
Board  of Directors of the Borrower and each of the Guarantors, certified by the
Secretary  or  an Assistant Secretary of the Borrower and each of the Guarantors
as being in full force and effect on the date hereof, authorizing the execution,
delivery  and  performance  of the Credit Agreement as hereby amended; provided,
however,  with  respect  to  Policy  Management  Systems Investments, Inc., such
certified  resolution  shall  be  provided  to the Agent no later than April 28,
2000.


<PAGE>
2.     On  or  before March 31, 2000, a certificate of incumbency certifying the
names  of  the  officers  of the Borrower and Guarantors authorized to sign this
Amendment,  together  with  the  true  signatures  of  such  officers; provided,
however,  with  respect  to  Policy  Management  Systems Investments, Inc., such
certificate of incumbency shall be provided to the Agent no later than April 28,
2000.

     3.     On  or  before  March  30,  2000,  executed  counterparts  of  this
Amendment.

     Borrower  shall  pay  the  Agent for the account of the consenting Banks an
amendment  fee  equal to 1.50% of the aggregate outstanding Loans payable to the
Banks  on  April  3,  2000  in  accordance  with  their  Pro  Rata  Share.

D.     MISCELLANEOUS
       -------------

     1.     This  Amendment may be signed in any number of counterparts, each of
which  shall  be  an original, with same effect as if the signatures thereto and
hereto  were  upon  the  same  instrument.

     2.     Except  as  herein  specifically  amended,  all terms, covenants and
provisions  of  the  Credit  Agreement shall remain in full force and effect and
shall  be  performed by the parties hereto according to its terms and provisions
and  all  references  therein  or  in the Exhibits shall henceforth refer to the
Credit  Agreement  as  amended  by  this  Amendment.

     3.     This Amendment shall be governed by and construed in accordance with
the  laws  of  the  State  of  New  York.

<PAGE>


     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Amendment  as  of  the  date  first  written.

POLICY  MANAGEMENT  SYSTEMS
CORPORATION

By:     /S/  G.  Larry  Wilson
        ----------------------
Title:  Chief  Executive  Officer
        -------------------------


BANK  OF  AMERICA,  N.A.


By:     /S/  Michael  McKenney
        ----------------------
Title:     Managing  Director
           ------------------


WACHOVIA  BANK,  N.A.

By:     /S/  John  Graham
        -----------------
Title:     Assistant  Vice  President
           --------------------------


FIRST  UNION  NATIONAL  BANK

By:     /S/  Franklin  M.  Wessinger
        ----------------------------
Title:     Senior  Vice  President
           -----------------------


<PAGE>

ACKNOWLEDGED  AND  AGREED:

POLICY  MANAGEMENT  SYSTEMS
  CORPORATION
MYND  CORPORATION  F/K/A  CYBERTEK  CORPORATION
MYND  INTERNATIONAL,  LTD.
MYND  PARTNERS,  L.P.  F/K/A  CYBERTEK  SOLUTIONS,  L.P.
     By:  POLICY  MANAGEMENT
SYSTEMS  CORPORATION,  its  General  Partner
MYND  CORPORATION  F/K/A  DORN  TECHNOLOGY  GROUP,  INC.
MYND  CORPORATION  F/K/A  THE  LEVERAGE  GROUP,  INC.


By:     /S/  G.  Larry  Wilson
        ----------------------
Title:     Director
           --------



BANK  OF  AMERICA,  N.A.,
as  Agent


By:     /S/  Michael  McKenney
        ----------------------
Title:     Managing  Director
           ------------------



ACKNOWLEDGED  AND  AGREED:

POLICY  MANAGEMENT  SYSTEMS
  INVESTMENTS,  INC.


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









<PAGE>

                                PRICING SCHEDULE


     Each  of  "Eurodollar  Margin" and "Facility Fee Rate" means, for any date,
the  rates  set  forth  below:

     Euro-Dollar  Margin:
              January  1,  2000  through  July  15,  2000              2.75%
              July  16,  2000  through  October  15,  2000             3.75%
              October  16,  2000  through  January  31,  2001          4.75%

     Facility  Fee  Rate  (Retroactive  to  January  1,  2000)          .50%