10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2003 Commission File No. 0-11521

SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	23-1701520
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

4 Country View Road
Malvern, Pennsylvania 19355
(Address of principal executive offices)

Registrant’s telephone number, including area code: (610) 647-5930

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share
5% Convertible Subordinated Debentures Due 2004

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)          Yes No

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the Registrant’s most recently completed second fiscal quarter was $230,028,697.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

34,752,882 shares at December 15, 2003

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS

Item Number and Caption	Page Number
PART I	3
Item 1.     Business	3
Item 2.     Properties	11
Item 3.     Legal Proceedings	12
Item 4.     Submission of Matters to a Vote of Security Holders	13
PART II	13
Item 5.     Market for Registrant’s Common Equity and Related Stockholder Matters	13
Item 6.     Selected Financial Data	14
Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A   Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.     Financial Statements and Supplementary Data	37
Item 9.     Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	59
Item 9A   Controls and Procedures	60
PART III	60
Item 10.     Directors and Executive Officers of the Registrant	60
Item 11.     Executive Compensation	62
Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	68
Item 13.     Certain Relationships and Related Transactions	70
Item 14.     Principal Accountant Fees and Services	70
PART IV	71
Item 15.     Exhibits, Financial Statement Schedules and Reports on Form 8-K	71

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PART I

ITEM 1.     BUSINESS.

Systems & Computer Technology Corporation (“SCT” or the “Company”), incorporated in Delaware in 1968, provides enterprise-wide e-education solutions that include software applications, technology and services that support an institution of higher education’s administration, research and teaching requirements. SCT works collaboratively with clients and other companies to provide an e-Education infrastructure that enables institutions of higher education to serve their constituents through a unified digital campus. SCT’s e-Education infrastructure for higher education is a strategic framework for leveraging an institution of higher education’s technology, systems and services for greater operational effectiveness in teaching, learning, research and administration.

In this regard, the Company develops, licenses, and supports a variety of enterprise software and technologies; offers a series of related services including systems implementation, systems integration, and maintenance and enhancements; and provides a range of information technology outsourcing services. The Company’s focus on one market enables it to develop and utilize a base of industry expertise to deliver products and services that reflect a thorough understanding of client requirements and industry best practices.

For a portion of fiscal 2003, the Company also served the energy and utilities market. However, as of June 30, 2002, the Company declared the Global Energy and Utilities Solutions (“EUS”) business a discontinued operation, and on March 5, 2003, the Company consummated the sale of the EUS business to Indus International, Inc. pursuant to an agreement dated February 12, 2003.

On December 9, 2003, the Company reached a definitive agreement with SunGard Data Systems Inc. (“SunGard”) for the acquisition by SunGard of all of the shares of the Company for $16.50 per share in cash. Based on the Company’s approximately 35.4 million fully diluted common shares outstanding, the transaction has an aggregate value of approximately $584.0 million. The board of directors of each Company has approved the transaction. The consummation of the transaction is subject to the approval of SCT’s stockholders and other customary conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is expected to be completed in the Company’s second quarter of fiscal year 2004.

Banner, SCT, the SCT stylized logo, PowerCAMPUS, Matrix, Plus, Campus Pipeline and Luminis are either registered trademarks or trademarks of the Company. All other trade names referenced herein are the service marks, trademarks or registered trademarks of their respective companies or organizations.

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Markets

Following the sale of the EUS business, SCT has moved strategically to focus solely on the higher education market. As a result, virtually all of the Company’s revenues from continuing operations are derived from the higher education market. The principal market for the Company’s offerings is in the United States. In fiscal year 2003, the Company’s foreign operations represented approximately 2% of revenues and the Company’s export sales represented approximately 7% of revenues.

The Company continues to expand its reach into the higher education market by offering additional products and services designed to address the requirements of specific segments and institution types. SCT’s software expertise continues to expand in critical areas of higher education technology, including administrative systems (SCT’s traditional strength); academic solutions; portal, self-service and community solutions; content management solutions; information access; enterprise integration solutions; and professional services. SCT has developed substantial functional knowledge and technical expertise about the information technology requirements of higher education institutions.

SCT targets the more than 3,000 North American English-speaking institutions of higher education, and is also pursuing global higher education markets in Europe, Latin America, Asia Pacific, and the Middle East. The Company’s primary enterprise software product lines include the SCT Banner, SCT PowerCAMPUS, SCT Matrix, SCT Campus Pipeline, SCT Luminis and SCT Plus solutions. With an increased emphasis on its strategic alliance program, SCT teams with third parties to market and deliver additional higher education- focused solutions, such as academic portfolios and institutional assessment (Nuventive), and e-Procurement (the Higher Markets’ offering of SciQuest, Inc.), among others. SCT also teams with companies such as Oracle, Microsoft, Sun Microsystems, Cognos, CAST and Documentum to bring their leading technologies to the higher education market in a way that is integrated with other key infrastructure components.

Services and Products

The Company’s revenues are derived from several sources: Software licenses, software services, maintenance and enhancements, and outsourcing services.

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     Software Licenses

The Company develops and licenses application software and core technologies, and resells certain third-party solutions. The following are the Company’s primary software solutions:

Banner. The Company’s Banner software product line is both SCT’s and the industry’s leading software solution for administrative computing in higher education, and serves a wide variety of institution types and enrollments. The component applications of the Banner product line are developed for an Oracle and J2EE environment. The Banner series is fully Internet-deployed and is designed and built with a business process orientation and a business enterprise focus. The software enables institutions to process student information, including financial aid, student records, admissions, and registration, in a centralized or distributed information environment using a common workflow engine, integrated document imaging and self-service on the World Wide Web. In addition, Banner offers systems to assist with common administrative functions, including human resources, financial management and alumni development.

In fiscal 2003, the Company released its Banner enlighten by CAST software product (“enLighten”). enlighten is an application product that utilizes tools from third party provider CAST, Inc. (“CAST”) to perform advanced source code analysis to automatically deliver technical information about software applications to development teams in the following areas: Acquisition and transfer of technical knowledge about applications, impact analysis for effective decision making and implementation of change, enforcement of development standards and use of frameworks.

PowerCAMPUS. The PowerCAMPUS software product line is designed for public and private institutions of higher education with relatively low student enrollments. The component applications of the PowerCAMPUS product line are developed for the Microsoft environment. The PowerCAMPUS products are available in both Internet-deployed and client/server technologies. The software enables institutions to process student information, maintain student records, process admissions and registration, billing and advancement data using simple workflows. The complementary IQ Web products provide self-service on the World Wide Web to non-administrative end users, such as students and faculty. These products support student and alumni administrative functions, and also provide faculty with access to on- line grading and web-based course management. The PowerCAMPUS suite integrates with third party products from Microsoft’s Great Plains business to provide clients with financial and human resource processing, and from The College Board to provide financial aid processing. The PocketRecruiter software product, an add-on product for PowerCAMPUS, is a mobile solution designed to provide admissions officers with access to recruiting information via a hand-held Pocket PC.

Campus Pipeline and Luminis. Through its Campus Pipeline and Luminis products, the Company provides core technologies for the e-Education infrastructure with portal, platform, integration, and content management technologies designed specifically for higher education. Based on open standards, these technologies can be integrated with an institution’s systems to connect information, resources, and constituents. The Campus Pipeline product is an Internet-native, web-deployed enterprise solution that integrates disparate systems and provides centralized and customized web access to an institution’s information, services and constituent communities. The Luminis product line is also an Internet-native, web-deployed solution that enables institutions to create comprehensive online environments for unifying administrative services, campus news, online learning, and other services within their higher education communities. The Luminis Platform solution consists of standards-based tools and applications for system administration, communication, portals, data and user management. The Luminis Content Management suite consists of software to create and manage the information and resources provided on an institution’s internal and external web sites. The Luminis Integration suite consists of software and services that integrate an institution’s disparate systems, applications and databases to create a digital campus that is open, interoperable and built for extensibility. Both the Campus Pipeline and Luminis products run on Windows NT and Sun Solaris servers with an Internet client browser and support the Microsoft SQL Server and Oracle databases. The Luminis Integration capabilities also support Informix, Sybase and DB2 databases. Both the Campus Pipeline and Luminis products rely on third party components and the Company sublicenses these integral components as part of the Luminis solution. If these third party components become unavailable to the Company for any reason, there is no assurance that the Company would be able to replace them with comparable components.

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The Company is developing two new Luminis-based products that it plans to make available in general release during calendar 2004. Luminis Data Integration for e-Learning will integrate the third party software offerings of WebCT, Blackboard, and eCollege with the Luminis platform, helping institutions achieve better data integration between their student information system and their learning management systems. This product will replace the Luminis Data Integration Starter Edition in the Luminis product family, and will also replace SCT’s current message broker technology. Luminis Data Integration for e-Procurement will integrate SciQuest’s HigherMarkets eProcurement solution with SCT’s Banner Finance product, thereby allowing institutions to access a variety of vendor product catalogs for their purchasing and procurement needs.

Matrix. The Company’s SCT Matrix software product line is designed for institutions of higher education with complex requirements. The component applications of the SCT Matrix product line are designed for software adaptability and flexibility using XML objects and Microsoft’s component architecture. The SCT Matrix software product line is an Internet-native, web-deployed suite of student management applications operating on a unified Microsoft SQL server database. These applications are designed for institutions that require a high degree of flexibility and adaptability in their administrative solutions. The software enables institutions to process student information, maintain student records, manage recruiting and admissions, and process registration, billing and financial aid, all using an integrated rules engine and pervasive communication and relationship management capabilities. Visual user interfaces are provided for both administrative end users and non-administrative self-service users, such as students, faculty, and advisors. The Company is also developing additional modules for SCT Matrix including advanced registration management.

Plus. The Plus software is a suite of Web-enabled administrative applications that are used by higher education institutions operating traditional mainframe and minicomputer-based technology platforms. As part of these offerings, SCT provides Web applications to address client requirements for decentralized routine processing and inquiry while maintaining centralized control of information and access. These Web applications allow students to check the availability of courses, build a schedule, and register on line; apply for financial aid; apply for admissions and determine admission status. Information about student grades, schedules, and transcripts is also available, and students can query the system about their account balances.

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SCT Information Access. In the Company’s fourth quarter of fiscal 2003, the Company released its Operational Datastore designed to be ERP agnostic by transforming disparate data into a common meta data model. It can be used with SCT Banner, PowerCAMPUS, Matrix and Plus implementations or other systems to feed a unified and centralized institutional repository. The SCT Enterprise Operational Datastore product facilitates an institution’s ad hoc reporting capabilities by supporting a number of generally available third party reporting tools, such as those of Cognos, Inc., IBI WebFocus and Oracle. The SCT Enterprise Operational Data Store includes template reports and abstracted composite views making it easy for users to extend and access institutional data without knowing the complexity and business logic that underlies the information.

The Company plans to release its Enterprise Data Warehouse product offering in the first quarter of calendar year 2004. The SCT Enterprise Data Warehouse offering will aggregate data fed from the SCT Enterprise Operational Data Store and allow an institution to analyze its operational performance by tracking key performance indicators, such as graduation rates and enrollment trends. The first edition of the SCT Enterprise Data Warehouse will utilize the online analytical processing (“OLAP”) engine of Cognos, Inc., a leading provider of business intelligence technology. The Company also anticipates providing additional tool choices to support OLAP processing from other third party tools, such as Oracle, Microsoft and Business Objects.

Oracle. The Company currently has an agreement with Oracle Corporation allowing the Company to sublicense an application-specific instance of the ORACLE database system that enables a client to use the ORACLE database system with the Banner software at a significantly lower cost than a full-use ORACLE license. The term of the agreement expires in July 2005, but as of August 1, 2004, the agreement can be terminated by Oracle for convenience, upon thirty days prior notice. The Company’s results of operations could be adversely affected if Oracle’s market acceptance declined or its customer base eroded.

     Software Services

The Company provides a range of professional support services, including project management, systems implementation, modification, training and support; consulting services; database administration; and information technology assessment, planning, integration and management services. When obtaining a license to use SCT’s application software, clients typically purchase a variety of software implementation services, such as installation, training and other client support activities. The Company also provides data conversion, customization and systems integration services. Further, the Company offers project-based consulting and technical services, thereby allowing for scalable contracts based upon the particular needs of a client. All these software services are primarily provided in connection with the licensing by a client of the Company’s software products.

Contracts for such services may be rendered on either a fixed fee or time and materials basis. Fixed fee contracts require the Company to perform specified services for a fixed services payment. The Company negotiates the fee to be charged based on its estimate as to the number of hours of labor to be utilized in providing the services. In the event the Company’s costs to perform a fixed fee services contract are greater than originally anticipated, the Company’s profit on that contract would be reduced, and in certain instances, the Company could suffer a loss.

     Maintenance and Enhancements

When licensing the Company’s application software, clients typically also enter into a software maintenance agreement with the Company, usually for terms ranging from three to ten years. The Company’s software maintenance clients receive telephone, e-mail and web-based support, regulatory updates and functional and technical enhancements for the general release versions of the software covered by the maintenance agreement. The first year maintenance fee is generally an amount equal to approximately 15% to 21% of the license fee, and the maintenance fee generally increases each year by a percentage specified in the maintenance agreement.

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     Outsourcing Services

The Company provides OnSite information technology services in the areas of networking and connectivity; applications, systems, risk mitigation and security; help desk; and data center operations. In connection with such services the Company typically assumes total or partial control of the client’s information technology resources, and the services are generally provided on a long-term basis. The Company also provides information technology assessment services; planning services; and on-site or remote staff and staff management services, all by using skilled information technology personnel knowledgeable in the latest computer-based technologies and the functional processes within higher education.

Contracts for OnSite services may be either on a fixed fee or time and materials basis, and generally cover an initial period of three to seven years. Fixed fee contracts require the Company to perform specified services for a fixed payment, generally subject to annual fee adjustments to reflect inflationary cost increases. The Company negotiates the fee to be charged based on its estimate of the total expenses to be incurred in providing the services. In the event the Company’s costs to perform an OnSite services contract become greater than originally anticipated, the Company’s profit on that contract would be reduced and could result in the Company incurring a loss.

The Company has made a determination to focus its efforts on servicing its existing outsourcing client base and obtaining renewals from these clients, as opposed to aggressively seeking new outsourcing clients. As a result, the Company does not anticipate future growth in its outsourcing business.

     Fiscal Funding Clauses

Because many publicly-funded clients (such as certain state-funded higher education institutions) are restricted by law from incurring binding financial commitments that extend beyond the client’s current annual budgets or appropriations, such contracts often include a “fiscal funding” provision which provides for the reduction or termination of services or termination of maintenance commensurate with reductions in a client’s allocated funding. To date, the Company has not been impacted materially by early terminations or reductions in service from the use of fiscal funding provisions.

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Product Development

     Research and Development

SCT devotes substantial resources to product development in order to address evolving client needs and to provide new product offerings. The product development staff is comprised of experts in various functional areas. Technical experts include specialists in object technology, the Internet, operating systems, and relational databases. Product development expenditures, including expenditures for software maintenance, for the fiscal years ended September 30, 2003, 2002 and 2001 were approximately $42.6, $30.0, and $29.6 million, respectively. All of the product development expenditures for fiscal years 2003, 2002 and 2001 were charged to operations as incurred. For the same fiscal years, amortization of capitalized software costs (which are not included in the aforementioned amounts) amounted to approximately $2.2, $2.6 and $2.8 million, respectively.

     Development Strategies

The Company, in consultation with a variety of college and university advisors, expects to continue to enhance certain of its existing products to include object oriented methods focused on reuse, publication of application programming interfaces giving clients and partners the ability to develop extensions to the Company’s products using common XML enterprise objects supporting event driven integration and flexible device independent user interfaces, and Web Services designed to abstract the complexity of component options and the adoption of industry standards for data exchange between institutions and their sponsors. These technologies would expand the Company’s higher education solutions to move beyond transaction management systems and further support the e-Education infrastructure to help unify the access to information in a digital campus across a variety of local and remote constituencies, including teaching, learning, research and administration.

Certain Development Challenges

The Company’s ability to sustain growth depends in part on the timely development or acquisition of successful new products and improvements to existing products. However, software development is a complex and creative process that can be difficult to accurately schedule and predict.

Sales and Marketing

The Company attracts clients primarily through its own sales force of approximately 115 direct salespersons and support staff, comprised of sales managers, regional salespersons, sales support personnel, industry specialists and functional and technical specialists, who are engaged primarily in selling software licenses and related services. SCT also attracts clients through referrals from existing clients and active participation in industry conferences and trade shows within the SCT markets. Systems & Computer Technology Limited, headquartered in High Wycombe, England, operates as the Company’s sales operations in Europe, Africa and the Middle East. The Company utilizes distributors in certain international markets. The Company also engages in cooperative marketing efforts with other hardware and software suppliers, and advertises in trade journals and publications.

The sales cycle for the Company’s software and services typically ranges from six to 24 months and involves product demonstrations and site visits. Contracts are often offered by means of a public bidding procedure, certain of which require the Company to appear at public hearings.

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Competition

SCT has able competitors. Its competitors differ depending upon the characteristics of the customer, including the size, geographic location, and computing environment of the customer. Many established competitors have greater marketing, technical and financial resources than the Company, and there can be no assurance that SCT will be able to continue to compete successfully with existing or new competitors.

The Company competes with both other providers of packaged application software and technologies, as well as companies or in-house staffs offering to develop custom software. The Company’s principal competitors are PeopleSoft, Datatel, Oracle, SAP, and Jenzabar. Competitive factors include price/performance, technology, functionality, portability, software support, and the level of market acceptance of the competitors products.

In the outsourcing services business, the Company’s primary competitor is Collegis. The Company also competes with in-house information management and resource development staffs at potential customer sites. Competitive factors in these businesses include the technical expertise of on-site and support personnel, functional and industry- specific expertise, availability and quality of hardware and software support, experience, reputation and price.

Backlog

At September 30, 2003, the Company’s revenue backlog was approximately $697 million, as compared to approximately $519 million at September 30, 2002. Backlog arises from a firm commitment between a customer and the Company with regard to the delivery of services in future periods, regardless of whether the contract is fixed fee or time and materials. A firm commitment to provide services would result when the Company has entered into a contract with its customer to provide services, the Company has contractually stated the estimated hours and/or total cost of such services based on contractually agreed upon labor rates or the negotiated fee, and the Company is committed to providing these services and the customer is committed to proceeding with these services until either party terminates the contract (with the right to collect those funds for the work provided to date). If the client utilizes more or less of the contracted backlog hours in a time and materials contract, additions or reductions in backlog would occur.

Backlog generally includes outsourcing services contracts and services agreements, including enhancements, maintenance, and support services. Of the $697 million in backlog at September 30, 2003, approximately 26% is expected to be recognized in fiscal 2004. Approximately 83% of the $697 million applies to software related services, including enhancements, maintenance and support services, and the remaining 17% relates to OnSite services. In connection with OnSite services contracts, these amounts include any guaranteed minimum price increases provided in the contracts. Backlog is not necessarily indicative of actual revenues for any succeeding period.

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SCT is unable to predict the impact, if any, on its future revenues that may result from reductions in the budgets of customers. Any such reductions could impact new contracts as well as existing contracts. Certain clients cannot make financial contractual commitments beyond the fiscal year for which their budgets have been approved. For this reason, their contracts with SCT usually contain a “fiscal funding” clause which provides that if there is a reduction in the computing services budget, the level of SCT services will be reduced accordingly, or terminated in certain circumstances. If there is a substantial reduction in the budget, SCT may, at its option, terminate the contract or reduce service levels consistent with funding. If a fiscal funding clause were to be invoked, the client would be obligated to pay for all services performed up to the date of the termination or services reduction effected by funding reduction. This would have the effect of reducing backlog, but would have no affect on revenues recognized up to that point.

Proprietary Software Protection

SCT’s software is proprietary and SCT relies primarily upon copyright, trade secret laws and internal non-disclosure safeguards generally incorporated in its software license agreements to protect its software. There can be no assurance that such protection will be effective. In addition, other holders of patents and copyrights may assert claims of infringement with respect to the Company’s products. To date, SCT is not aware of any material breach in the security of its products or any claims of infringement asserted against it.

Employees

As of September 30, 2003, the Company employed approximately 1,650 employees, of which approximately 500 are resident in Malvern, Pennsylvania, with the remainder resident primarily at the Company’s other offices and at client sites. None of the Company’s employees are subject to collective bargaining agreements, except for approximately 20 employees at one client site. The Company considers its relationship with its employees to be satisfactory.

Securities and Exchange Commission Fillings

Securities and Exchange Commission (“SEC”) filings are available free of charge on the Company’s website, www.sct.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are posted as soon as practicable after the Company furnishes such materials to the SEC.

ITEM 2.     PROPERTIES.

SCT occupies three adjacent buildings and a portion of a fourth building in the Great Valley Corporate Center in Malvern, Pennsylvania. The Company’s corporate headquarters in Malvern, Pennsylvania is located in one of the four buildings referenced above in an approximately 47,000 square-foot facility owned by the Company. Of the remaining three adjacent office buildings, the Company owns an approximately 56,200 square-foot facility, leases an approximately 70,000 square-foot facility under a lease which expires in November 2008 and leases a 48,900 square foot facility under a lease which expires in August 2005, of which approximately 26,500 square feet is sublet. The Company also leases an approximately 73,900 square-foot facility in Frazer, Pennsylvania, near its Malvern campus, under a lease which expires in February 2009. Although the Frazer facility is unused due to personnel consolidation and restructuring, the Company is actively attempting to sublease it.

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The Company also leases the following facilities in Salt Lake City, Utah: approximately 50,600 square feet of space under a lease which expires in February 2012, of which approximately 24,000 is available for sublease; 44,000 square feet of space under a lease which expires in August 2004, all of which is available for sublease; and approximately 8,000 square feet of space which is available for sublease.

The Company also owns and occupies an approximately 45,000 square-foot facility in Rochester, New York, and leases offices in various other locations, including San Diego, California; Dallas, Texas; Herndon, Virginia; Cambridge, Massachusetts; Toronto, Ontario (Canada); Melbourne, FL; Pittsford, NY; High Wycombe, England; and Cheshire, England.

The Company also leases two facilities in Bangalore, India, comprising an aggregate of approximately 27,000 square feet. The India-based facilities are used by the Company as a software development center.

SCT believes that its facilities are adequate for its present business needs.

ITEM 3.     LEGAL PROCEEDINGS.

In connection with the sale of the EUS business, the Company agreed to indemnify the Purchaser against all losses arising from certain claims asserted against the Company. The Company maintained the exclusive right to control the defense of these claims. As a result, a $2 million reserve was established for the defense of and resolution of these claims. Additionally, the Company agreed to indemnify the purchaser for breaches of representations and warranties made by the Company in the agreement. If indemnity claims are made against the Company, the proceeds received by the Company for the sale may be subject to adjustment. After consideration of the accrual for the aforementioned legal matters, in the opinion of management any further indemnity obligations of the Company that may result would not materially affect the Company’s consolidated financial statements.

The Company from time to time is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company’s consolidated financial statements.

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ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

PART II

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

SCT’s Common Stock is traded on the Nasdaq Stock Market under the symbol “SCTC”. The following table sets forth its high and low sale prices on the Nasdaq Stock Market for the specified quarter.

Period

Year ended September 30, 2003	HIGH	LOW
1st quarter	10.40	7.05
2nd quarter	9.62	6.80
3rd quarter	9.24	6.77
4th quarter	11.71	8.86

Year ended September 30, 2002	HIGH	LOW
1st quarter	13.00	8.65
2nd quarter	13.69	8.61
3rd quarter	15.96	12.20
4th quarter	13.36	5.78

The approximate number of stockholders of record of SCT’s Common Stock as of September 30, 2003, was 791.

SCT has not paid any dividends for more than the last two fiscal years. The Company’s revolving credit agreement prohibits the Company from declaring or paying any dividends other than stock dividends.

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ITEM 6.     SELECTED FINANCIAL DATA.

(in thousands except per share amounts)	Year Ended September 30,
	2003 (a)			2002 (b)			2001 (c)			2000 (d)			1999 (e)
Revenues	$	269,639		$	233,557		$	203,093		$	194,098		$	211,368
Operating income		27,362			13,297			9,617			13,959			43,939
Other income		4,135			3,981			5,190			2,316			1,276
Other expense		(1,948	)		(4,203	)		(4,201	)		(4,346	)		(4,636)
Income from continuing operations
before income taxes		29,549			13,075			10,606			11,929			40,579
Provision for income taxes		12,169			5,590			4,219			5,097			15,891
Income from continuing operations		17,380			7,485			6,387			6,832			24,688
Income (loss) from discontinued operations		122			(16,560	)		8,431			1,796			(5,389)
Net income (loss)		17,502			(9,075	)		14,818			8,628			19,299
Income from continuing operations
per common share		0.52			0.23			0.19			0.21			0.76
per share – assuming dilution		0.52			0.22			0.19			0.20			0.74
Income (loss) from discontinued operations
per common share		0.00			(0.50	)		0.26			0.06			(0.17)
per share – assuming dilution		0.00			(0.49	)		0.25			0.05			(0.16)
Net income (loss)
per common share		0.52			(0.27	)		0.45			0.27			0.59
per share – assuming dilution		0.52			(0.27	)		0.45			0.26			0.58
Common shares and equivalents outstanding
average common shares		33,653			33,240			32,842			32,391			32,494
average common shares – assuming dilution		33,727			33,608			33,278			33,624			33,531
Working Capital	$	163,108		$	177,223		$	178,757		$	96,440		$	72,046
Net assets of discontinued operations		—			28,869			56,487			112,346			130,211
Total assets		349,430			364,143			366,507			339,502			309,954
Long-term debt		31,990			74,723			74,723			74,750			75,115
Stockholders’ equity		240,972			218,571			221,397			201,437			188,276

(a) Includes pretax restructuring charges of $3,190 and gains on bond repurchases of $1,384.

(b) Includes a pretax restructuring charge of $4,874 and a pretax asset impairment charge of $5,425.

(c) Includes a pretax restructuring charge of $2,485 and a pretax asset impairment charge of $7,831.

(d) Includes a pretax restructuring charge of $1,000 and equity in losses of affiliates before taxes of $4,761.

(e) Includes equity in losses of affiliates before taxes of $3,161.

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ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The purpose of this section is to give interpretive guidance to the reader of the financial statements. For specific policies and breakdowns, refer to the consolidated financial statements and disclosures. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains descriptions of the Company’s expectations regarding future trends affecting its business. These forward-looking statements and other forward-looking statements made elsewhere in this document are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See also, Factors That May Affect Future Results and Market Price of Stock.

Effective December 9, 2003, the Company reached a definitive agreement with SunGard Data Systems Inc. for the acquisition by SunGard of all of the shares of SCT for $16.50 per share in cash. Based on SCT’s approximately 35.4 million fully diluted common shares outstanding, the transaction has an aggregate value of approximately $584.0 million. The board of directors of each company has approved the transaction. The consummation of the transaction is subject to the approval of SCT’s stockholders and other customary conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is expected to be completed in the Company’s second quarter of fiscal year 2004.

On December 10, 2003, the Company announced that it will be redeeming its 5% Convertible Subordinated Debentures which mature on October 15, 2004. There are $32.0 million of debentures outstanding. The debentures will be redeemed at face value in the Company’s second quarter of fiscal year 2004. There is no expected gain or loss on this transaction.

Overview

Systems & Computer Technology Corporation (the “Company”) develops, licenses, and supports a suite of enterprise software; offers a series of related services including systems implementation, systems integration, and maintenance and enhancements; and provides a range of information technology outsourcing services. The Company’s market is higher education. The Company’s focus on one vertical market enables it to develop and utilize a base of industry expertise to deliver products and services that address specific client requirements.

Prior to June 30, 2002, the Company also served the energy and utilities market. As of the end of the third quarter of fiscal year 2002, the Company declared the Global Energy and Utilities Solutions (“EUS”) business a discontinued business. On March 5, 2003, the Company consummated the sale of the EUS business to Indus International, Inc. The results of operations for all periods reflect the EUS business’s results as discontinued operations.

Prior to March 31, 2002, the Company also served the process manufacturing and distribution market. As of the end of the second quarter of fiscal year 2002, the Company declared the Global Manufacturing & Distributions Solutions (“MDS”) business a discontinued business. On May 31, 2002, the Company consummated the sale of the MDS business to Agilisys International Limited pursuant to an agreement dated April 10, 2002. The results of operations for all periods reflect the MDS business’s results as discontinued operations.

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Prior to June 29, 2001, the Company also served the government market. On June 29, 2001, the Company sold its Global Government Solutions (“GGS”) business to Affiliated Computer Services, Inc. The results of operations for all periods reflect the GGS business’s results as discontinued operations.

Effective September 11, 2003, the Company acquired the assets of Newfront Software, Inc. (“Newfront”) which includes the fsaAtlas product and related resources based in Cambridge, MA.

In the first quarter of fiscal year 2003, the Company acquired Campus Pipeline, Inc. (“Campus Pipeline”), pursuant to a Merger Agreement dated September 30, 2002. Immediately prior to the consummation of the acquisition, three of the nine members of the board of directors of Campus Pipeline were also directors and affiliates of the Company, two of whom were also executive officers of the Company. Additionally, the Company was a major stockholder of Campus Pipeline, holding approximately 59% of Campus Pipeline’s outstanding common stock, which was approximately 43% of the voting interest in Campus Pipeline’s outstanding shares due to convertible fully voting, preferred equity. In addition, certain executive officers and other employees owned common stock of Campus Pipeline. As the Company and executive officers and employees of the Company held only common stock of Campus Pipeline, they were not entitled to receive any portion of the merger consideration. Additionally, the Company had a business relationship with Campus Pipeline, as certain of Campus Pipeline’s services were offered to clients through contracts entered into between the Company and those clients.

In the second quarter of fiscal year 2002, the Company acquired USA Education, Inc.’s (commonly known as “Sallie Mae”) student information systems business in the form of the Exeter Student Suite and Perkins/Campus Loan Manager product lines and related resources. Also, in the second quarter of fiscal year 2002, the Company acquired Applied Business Technologies, Inc. (“ABT”) and its PowerCAMPUS solution, related resources and customer base.

The Company licenses software under license agreements and provides support services including training, installation, consulting, and maintenance and enhancements. Maintenance and enhancement agreements provide for telephone support and error correction for supported versions of licensed systems, as well as regulatory updates and functional and technical enhancements to licensed systems, if and when they become generally available.

When obtaining a license to use the Company’s application software, clients typically purchase a variety of software support services, including systems implementation, modification, training, and other client support activities. The Company also provides consulting and information systems planning and integration services. The duration of these services engagements fluctuate depending on the SCT product line, number of modules purchased, and the scope of services stated in the software arrangement contract. Depending on the aforementioned, the timeline for these services generally ranges from six months to 18 months.

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The Company provides information technology outsourcing services in a variety of areas, including end-user computing solutions, network management, applications outsourcing, and business-process outsourcing. These services are designed to assume total or partial control and responsibility for clients’ information resources, generally on a long-term basis. The Company provides management, staffing, and support with skilled information systems personnel and industry specialists who are knowledgeable in both computer-based technologies and the functional aspects of clients’ activities

Results of Operations

The following discussion on operating results excludes the results of EUS, MDS and GGS businesses as they have been classified as discontinued operations in all periods presented.

The following table sets forth: (i) income statement items as a percentage of total revenues and (ii) the percentage change for each item from the prior-year comparative period.

	% of Total Revenue Year Ended September 30,			% Change from Prior Year
	2003	2002	2001	2003	2002
Revenues
Software sales	19%	16%	15%	39%	20%
Maintenance and enhancements	36%	35%	35%	19%	16%
Software services	33%	35%	31%	8%	29%
Outsourcing services	12%	14%	19%	0%	–13%
Total	100%	100%	100%	15%	15%
Expenses
Cost of software sales, services
and maintenance and enhancements	62%	62%	62%	15%	14%
Selling, general and administrative	27%	28%	28%	12%	16%
Retirement and restructuring charges	1%	2%	1%	–35%	96%
Asset impairment charge	—	2%	4%	–100%	–31%
Operating income	10%	6%	5%	106%	38%
Other income	2%	2%	3%	4%	–23%
Other expense	–1%	–2%	–2%	–54%	0%
Income from continuing operations before income taxes	11%	6%	5%	126%	23%

The following table sets forth the gross profit for each revenue category as a percentage of revenue for each such category. The Company does not separately present the cost of maintenance and enhancements revenue as it is impracticable to separate such cost from the cost of software sales.

	% of Revenue
	Year Ended September 30,
	2003	2002	2001
Gross Profit
Software sales and maintenance and enhancements	50%	54%	54%
Software services	23%	22%	21%
Outsourcing services	28%	22%	21%

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     Revenues:

• Software sales revenue increased 39% compared to the prior year primarily due to the acquisition of Campus Pipeline, Inc. in the first quarter of fiscal year 2003, which provided approximately 61% of the increase, and an increase in traditional Banner license fees. Software sales revenue increased 20% in fiscal year 2002 compared to the fiscal year 2001 due to increases in traditional Banner license fees, and the results of the ABT acquisition, which occurred in the second quarter of fiscal year 2002. In comparing fiscal year periods, most of the increase over the prior fiscal year occurred in the Company’s final two quarters, which have typically been the Company’s strongest quarters for license fee revenues.

• The 19% and 16% increase in maintenance and enhancements revenue in fiscal years 2003 and 2002, respectively, were the result of the growing installed base of clients in all of the Company’s product lines and annual escalators on existing contracts. Maintenance and enhancements revenue from the first quarter fiscal year 2003 acquisition of Campus Pipeline provided 26% of the increase over fiscal year 2002. Maintenance and enhancements revenue from the second quarter fiscal year 2002 acquisitions of ABT and the Sallie Mae student systems business provided 21% of the increase over fiscal year 2001. The Company continues to experience a high annual renewal rate on existing maintenance contracts, although there can be no assurance that this will continue.

• Software services revenue increased 8% compared with the prior year period. The increase is primarily due to the acquisition of Campus Pipeline in the first quarter of fiscal year 2003, which provided approximately 51% of the increase, and to a lesser extent PowerCAMPUS and Matrix. Software services revenue increased 29% in fiscal year 2002 compared to fiscal year 2001 (primarily) as a result of (i) increased implementation and integration services provided to the Company’s traditional Banner clients and (ii) as a result of the acquisitions of ABT and the Sallie Mae student systems business in the second quarter of fiscal year 2002.

• Outsourcing services revenue remained flat in fiscal year 2003 and decreased 13% in fiscal year 2002 compared with the prior-year periods. These fluctuations are reflective of the Company’s decision to focus its efforts on servicing its existing outsourcing client base and obtaining renewals from these clients as opposed to aggressively seeking new outsourcing clients. As a result, the Company does not anticipate future growth in its outsourcing business. Contract renewal rates, as a percentage of annual revenue from contracts available for renewal, for the fiscal years 2003, 2002, and 2001 were 100%, 89% and 64%, respectively. Contracts available for renewal in a particular period include contracts with expiration dates within the period, as well as contracts renewed during the period that have expiration dates in a later period.

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     Gross Profit:

The total gross profit as a percentage of revenue remained flat at 38% for fiscal years ending 2003, 2002, and 2001; however, the components of the gross profit percentage changed. During the second and third quarters of fiscal 2003 the Company implemented two restructuring actions, primarily in the services and development areas. The Company anticipates that these actions will reduce annualized pre-tax costs by approximately $12.0 million. The quarterly savings of both actions is fully reflected in the fourth quarter of the current fiscal year.

• The software sales, maintenance, and enhancements gross profit percentage decreased to 50% in fiscal year 2003 from 54% in fiscal year 2002 primarily as a result of the separate development efforts related to the ABT and Sallie Mae products acquired in fiscal year 2002 and the Campus Pipeline products acquired in the first quarter of fiscal year 2003. The fiscal year 2003 gross profit percentage reflects a partial year of cost savings resulting primarily from the restructuring action taken in the third quarter of the current fiscal year. The cost actions taken in the development areas were targeted at the integration of development activities and are expected to result in increased productivity and efficiencies across all product lines without compromising current systems or future development. The software sales, maintenance, and enhancements gross profit percentage was flat at 54% in fiscal years ending 2002 and 2001.

• The software services margin percent increased to 23% in fiscal year 2003 from 22% in fiscal year 2002 and 21% in fiscal year 2001 primarily due to improved services margins on the fiscal 2002 acquisitions, services margins on the 2003 acquisition of Campus Pipeline, an accrual recorded in fiscal 2002 for a decline in profitability of a contract, and the impact of the fiscal 2003 restructuring actions discussed above. The fiscal year 2003 gross profit percentage reflects a partial year of cost savings resulting primarily from the restructuring action taken in the second quarter of the current fiscal year.

• The outsourcing services margin increased to 28% in fiscal year 2003 compared to 22% and 21% in fiscal years 2002 and 2001. This increase is primarily a result of contract renewals, increased utilization of outsourcing professionals, and additional costs provided in fiscal 2002 for a contract termination.

     Selling, General and Administrative Expenses:

Selling, general and administrative expenses increased by 12% in fiscal year 2003 compared to fiscal year 2002. The increase over fiscal year 2002 is driven by (i) amortization and employee costs related to the acquisitions of ABT and the Sallie Mae student systems business in the second quarter of fiscal year 2002 and the Campus Pipeline acquisition in the first quarter of fiscal year 2003, and (ii) continued investments the Company has made in its sales and marketing organizations. Although selling, general and administrative expenses increased during that period, these costs as a percentage of revenue decreased to 27% in fiscal year 2003 from 28% in the prior fiscal year. Selling, general and administrative expenses increased by 16% in fiscal year 2002 compared to fiscal year 2001 as a result of (i) investments the Company made in its sales and marketing organizations, (ii) increased sales commissions as a result of sales commissions paid at the beginning of large services contracts in which revenue is recognized as work is performed and increased revenue, particularly in the fourth quarter of fiscal year 2002, and (iii) additional costs related to the ABT and Sallie Mae business acquisitions in the second quarter of fiscal year 2002.

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     Other Income:

Other income, which includes interest income, increased 4% in fiscal year 2003 compared to the prior year period as a result of the $1.4 million gain recorded on the repurchase of $42.7 million face value of the Company’s $74.7 million, 5% convertible subordinated debentures due October 15, 2004. This is offset primarily by a decrease in interest income as a result of the Company’s decreased cash and short-term investments balances throughout the year and decreased interest rates earned on these investments. The decrease in interest and other income in fiscal year 2002 compared with fiscal year 2001 is primarily the result of only a half-year of amortization of the WebCT noncompete agreement, the balance of which was reduced to zero during fiscal year 2002, and decreased interest income earned on the Company’s cash and short-term investments balances.

     Retirement, Restructuring, and Asset Impairment Charges:

In the third quarter of fiscal year 2003, as part of its repositioning initiative, the Company implemented a restructuring action, principally in product and product support activities, to improve fundamental business processes and reduce costs. This resulted in the termination of approximately 85 employees. In connection with this, the Company recorded a restructuring charge of approximately $1.7 million, principally for severance payments. Through the fourth quarter of fiscal year 2003, the Company made payments of $1.5 million related to these charges. At September 30, 2003, $0.2 million of the accrual remains and payments are expected to continue through the second quarter of fiscal 2004. The Company believes this amount is adequate to cover remaining obligations.

In the second quarter of fiscal year 2003, the Company implemented a restructuring action, principally in professional services, to better align resources with available backlog. This resulted in a restructuring charge of $1.5 million for severance payments related to the reduction in force of 65 employees. Through September 30, 2003, the Company made payments of $1.2 million related to these charges. At September 30, 2003, $0.3 million of the accrual remains and payments are expected to continue through the fourth quarter of fiscal 2004. The Company believes this amount is adequate to cover remaining obligations.

In the second quarter of fiscal year 2002, Michael J. Emmi, former President, Chief Executive Officer, and Chairman of the Board of Directors retired from the Company. In connection with his retirement, Mr. Emmi received a compensation package including a reduction of indebtednesses of $0.07 million, the continuation of his life and health insurance and other fringe benefits for periods ranging from two to five years, as well as an assignment to him of life insurance policies covering him, and the immediate vesting of certain rights under other compensation plans. All Company stock options held by Mr. Emmi became vested and were amended to permit Mr. Emmi to exercise them by the earlier of their original expiration date or two years from the date of his resignation. The Company recorded a charge of approximately $3.5 million related to the above actions in the second quarter of fiscal year 2002. During fiscal year 2003, the Company made payments of $0.2 million related to these charges and based on the remaining obligations the Company reduced the accrual by $0.1 million. At September 30, 2003, $0.4 million of the accrual remains and payments are expected to continue through the fourth quarter of fiscal 2005. The Company believes this amount is adequate to cover remaining obligations.

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Also, during the quarter ended March 31, 2002, the Company implemented a restructuring action, which included the termination of employees, management changes, discontinuation of non-critical programs and the disposition of related assets. During that quarter, the Company recorded a charge of $1.4 million related to severance payments and disposition of assets. During fiscal year 2003, the Company made payments of $0.4 million related to these charges. As of September 30, 2003, the charges recorded to this accrual are complete and no accrual remains related to these obligations.

During the third quarter of fiscal year 2001, the Company implemented a restructuring action that included the termination of employees, management changes, consolidation of certain facilities, and discontinuation of non-critical programs. The Company accrued $2.0 million related to severance and termination benefits and $0.4 million of other costs based on a termination plan developed by management in consultation with the Board of Directors. This accrual was fully utilized as of September 30, 2002.

In the second quarter of fiscal year 2001 and the third quarter of fiscal year 2002, the Company reduced the carrying value of its long-term investment in WebCT as a result of impairments that were deemed other-than-temporary. The Company recognized an asset impairment charge of $7.8 million in fiscal year 2001. During the third quarter of fiscal year 2002, the Company recorded an asset impairment charge of $5.4 million and wrote off the noncompete agreement, which had a carrying value of $1.5 million, further reducing the carrying value of the investment in WebCT to $4.0 million. Future earnings would be charged if there was an additional impairment that was found to be other-than-temporary at a future balance sheet date.

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     Discontinued Operations:

On March 5, 2003, the Company consummated the sale of its Global Energy and Utilities Solutions (“EUS”) business to Indus International, Inc. (“Indus”), for a sale price of $34.5 million. The Company received cash proceeds of $24.5 million in the second quarter of fiscal year 2003 and $10.0 million in the fourth quarter of fiscal year 2003, upon payment of a promissory note from Indus. In connection with the sale of the EUS business, the Company retained deferred tax assets of $4.2 million and reserves pertaining to restructurings associated with the EUS business of $1.2 million, both of which were previously included in the net assets of the discontinued operations. Additionally, the Company retained liability for claims (including the cost of defense of such claims) arising from certain client matters. At the time of sale, the Company made an assessment of the potential risk associated with these claims and as a result, the Company accrued a $2.0 million reserve for the defense of and resolution of these matters. The legal reserve and deferred tax asset amounts are included in the calculation of the gain on sale. The Company recorded a pretax gain of $7.4 million on the sale, which net of a $0.3 million tax provision that included previously unrecognized deferred taxes primarily from foreign operating losses, produced a net gain of $7.1 million. During the third and fourth quarters of fiscal year 2003, the Company recorded income totaling $0.5 million related to the discontinuation of the EUS business. The results of EUS have been reported as discontinued operations in the consolidated statements of operations.

On May 31, 2002, the Company consummated the sale of its Global Manufacturing & Distribution Solutions (“MDS”) business to Agilisys International Limited (“Agilisys”). The Company sold substantially all of the assets of MDS for net proceeds of $10.5 million. The Company could receive up to an additional $3.0 million based upon the achievement by Agilisys of specified revenue targets over the three-year period subsequent to the sale. During the fourth quarter of fiscal year 2003, the Company sold certain intellectual property rights, which were retained upon sale of the MDS business to Agilisys, for $1.0 million. In connection with the sale of the intellectual property rights, the Company recorded a $1.0 million pretax gain, which net of a $0.3 million tax provision, produced a net gain of $0.7 million. The Company received cash proceeds of $0.3 million and recorded a receivable for the remaining $0.7 million, which is due within 12 months. Additionally in the fourth quarter of fiscal year 2003, the Company liquidated several international subsidiaries that had been components of the MDS business, resulting in an additional tax charge of $0.4 million on the sale of MDS. In the third quarter of fiscal year 2003, the Company recorded an additional $3.5 million tax charge to the discontinued operations of the MDS business. Of this tax charge, $2.8 million was applied to the loss on sale and $0.7 million was applied to loss from the discontinued operations of the MDS business. The charge was determined during preparation of the 2002 tax returns in the current year and relates to (i) additional foreign taxes on the discontinued business for which the Company does not expect to claim foreign tax credits and (ii) revisions to certain deductions which initially had been included in the calculation of the tax benefit on the sale of the MDS business. After consideration of the above, the Company recorded a cumulative loss of $9.8 million, net of a $0.2 million tax benefit on the disposition of the MDS business. The results of MDS have been reported as discontinued operations in the consolidated statements of operations.

On June 29, 2001, the Company completed the sale of its Global Government Solutions (“GGS”) business to Affiliated Computer Services, Inc., (“ACS”). As a result of the disposition, the Company identified opportunities to further reduce and consolidate certain corporate functions, and provided a reserve of $12.8 million for severance and real-estate-related costs associated with such actions. The Company provided an additional $3.1 million and $3.5 million reserve for real-estate-related costs in the years ended September 30, 2003 and September 30, 2002, respectively. As of September 30, 2003, $7.7 million remained accrued for the satisfaction of real-estate obligations. After these provisions, the sale resulted in a cumulative pretax gain of $26.7 million, which net of $10.9 million of income taxes, resulted in a cumulative gain of $15.8 million on the sale of the GGS business. The results of GGS have been reported as discontinued operations in the consolidated statements of operations.

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     Income Taxes:

Income from continuing operations before income taxes was $29.5 million for the year ended September 30, 2003, compared with $13.1 million for the year ended September 30, 2002. The provision for income taxes was $12.2 million in fiscal year 2003 compared with $5.6 million in fiscal year 2002. The effective tax rate on income from continuing operations in fiscal year 2003 exceeds the statutory rate principally due to the effects of state income and local taxes, foreign rate differences and non-deductible expenses, somewhat offset by the research and development tax credit.

Income from discontinued operations before income taxes was $4.4 million for the year ended September 30, 2003, compared with a loss from discontinued operations before taxes of $22.2 million in the fiscal year 2002 period. The provision for income taxes was $4.3 million in the current period compared to a benefit of $5.6 million in the prior-year period. The effective tax rate on the loss from discontinued operations in fiscal year 2003 is different from the statutory rate principally due to prior year foreign taxes.

     Contingency:

In connection with the sale of the EUS business, the Company agreed to indemnify the Purchaser against all losses arising from certain claims asserted against the Company. The Company maintained the exclusive right to control the defense of these claims. At the time of sale, the Company made an assessment of the potential risk associated with these claims and as a result, a $2.0 million reserve was established for the defense of and resolution of these claims. This amount is included in the calculation of the gain on sale of the EUS business. Additionally, the Company agreed to indemnify the purchaser for breaches of representations and warranties made by the Company in the agreement. If indemnity claims are made against the Company, the proceeds received by the Company for the sale may be subject to adjustment. After consideration of the accrual for the aforementioned legal matters, in the opinion of management any further indemnity obligations of the Company that may result would not materially affect the Company’s consolidated financial statements.

The Company is also involved in other legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company’s consolidated financial statements.

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     Cyclical Nature of Business:

Certain factors have resulted in quarterly fluctuations in operating results, including variability of software license fee revenues, seasonal patterns of capital spending by clients, the timing and receipt of orders, competition, pricing, new product introductions by the Company or its competitors, levels of market acceptance for new products, and general economic and political conditions. While the Company has historically generated a greater portion of license fees and total revenue in the last two fiscal quarters, the nonseasonal factors cited above may have a greater effect than seasonality on the Company’s results of operations.

Liquidity, Capital Resources and Financial Position

The following discussion of cash flow activity is based upon historical information and the statements of cash flows for the fiscal years 2002 and 2001 do not present the MDS and EUS businesses as discontinued operations and the fiscal year 2001 does not present the GGS business, which was sold in fiscal year 2001, as a discontinued operation. Additionally, the following discussion does not consider the definitive agreement with SunGard Data Systems Inc. for the acquisition of the Company. Refer to Note S of the financial statements.

The Company’s cash and short-term investments balance was $124.8 million and $133.6 million as of September 30, 2003 and 2002, respectively. The cash balances decreased primarily as a result of the repurchase of the Company’s convertible subordinated debentures and the acquisition of Campus Pipeline. This was offset by the cash proceeds from the sale of the EUS business and income before depreciation and amortization. The Company anticipates using its cash and short-term investments balance to fund future growth through various means, including strategic alliances and acquisitions and development of additional service offerings, as well as to satisfy debt obligations.

Cash provided by operating activities was $28.6 million in fiscal year 2003, compared with $1.6 million for the prior-year period. The primary sources of cash in fiscal year 2003 were (i) an increase to income before depreciation and amortization, (ii) a decrease to prepaid income taxes as a result of the current year tax provision as well as a refund received in the first quarter of fiscal year 2003, (iii) an increase to the deferred tax provision, and (iv) improved receivables collections. These sources of cash were offset by decreased accrued expenses, which, excluding accruals recorded in connection with the purchase of Campus Pipeline and the sale of the EUS business, result primarily from payments for severance and idle facilities connected to the prior years’ restructuring charges and sales of the MDS and GGS businesses. Cash payments in fiscal year 2003 related to retirement and restructuring charges (which are included in operating activities) were approximately $3.3 million, and are expected to be approximately $0.9 million in total for all subsequent years, principally for severance costs. Net cash payments in fiscal year 2003 related to various idle facilities leases were approximately $3.6 million, and are expected to be approximately $11.6 million for all subsequent years. The primary source of cash provided by operating activities in the fiscal year 2002 period was an increase to income before (i) loss on sale of discontinued operations, (ii) an asset impairment charge, and (iii) depreciation and amortization. This was offset primarily by increased prepaid income taxes and increased accounts receivable.

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The Company’s working capital at September 30, 2003, was $163.1 million and at September 30, 2002, was $177.2 million.

Cash provided by investing activities was $7.5 million for fiscal year 2003 compared with cash used of $31.3 million for fiscal year 2002. In the fiscal year 2003 period, the Company received cash proceeds of $34.5 million for the sale of the EUS business, of which $24.5 million was received in the second quarter of fiscal year 2003 and the remaining $10.0 million was received in the fourth quarter of fiscal year 2003 upon collection of a promissory note from Indus. Also during the fourth quarter of the current fiscal year, the Company received cash proceeds of $0.3 million for the sale of the intellectual property rights that were retained upon sale of the MDS business. Additionally, net cash of $5.4 million was provided by the sale or maturity of investments available for sale. These were offset by the purchase of Campus Pipeline in the first quarter of fiscal 2003 for $27.0 million and the purchase of Newfront in the fourth quarter of fiscal year 2003 for $0.6 million. The primary use of cash in the fiscal year 2002 period was the purchase of the Sallie Mae student systems business and Applied Business Technologies, Inc. and the net purchase of investments, offset by proceeds from the sale of the MDS business.

The $38.9 million in cash used in financing activities was primarily the repayment of $42.7 million of the Company’s 5% convertible subordinated debentures due October 15, 2004.

The Company has a $30 million senior revolving credit facility available for general corporate purposes. The credit facility agreement expires in June 2004 and includes optional annual renewals. There were no borrowings outstanding at September 30, 2003 or September 30, 2002. As long as there are borrowings outstanding, and as a condition precedent to new borrowings, the Company must comply with certain covenants established in the agreement. Under the covenants, the Company is required to maintain certain financial ratios and other financial conditions. The Company has complied with all covenants and conditions at September 30, 2003. The Company may not pay dividends (other than dividends payable in common stock) or acquire any of its capital stock outstanding without a written waiver from its lender.

The credit agreement provides for the issuance of letters of credit. The amount available for borrowing under the revolving credit facility is reduced by the total outstanding letters of credit. At September 30, 2003, the Company had no letters of credit outstanding and $30 million available under the revolving credit facility. The Company pays a commitment fee of 5/16% on the unused portion of the revolving credit facility.

The Company has convertible debentures outstanding, which bear interest at 5% and mature on October 15, 2004. In several transactions in the first and third quarters of fiscal year 2003, the Company repurchased $42.7 million face value of the $74.7 million debentures. The Company repurchased the convertible debentures at prices ranging from $94 to $98, plus accrued interest. The transaction included $41.0 million principal and interest of $0.9 million for a total payment of $41.9 million including fees. The Company recorded a gain of $1.4 million primarily in the first quarter of fiscal year 2003 related to these transactions, which is included in other income. If the remaining debentures outstanding were converted, 1.2 million additional shares would be added to common shares outstanding at September 30, 2003. The debentures were antidilutive for the fiscal year 2003, 2002 and 2001 periods and therefore are not included in the denominators for income from continuing operations per share — assuming dilution, income (loss) from discontinued operations per share — assuming dilution, or net income (loss) per share — assuming dilution for these periods.

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On December 10, 2003, the Company announced that it will be redeeming its 5% Convertible Subordinated Debentures which mature on October 15, 2004. There are $32.0 million of debentures outstanding. The debentures will be redeemed at face value in the Company’s second quarter of fiscal year 2004. There is no expected gain or loss on this transaction.

As described in Notes J and M of the Notes to Consolidated Financial Statements, at September 30, 2003, the Company had certain contractual cash obligations, which are due as follows (in thousands):

	Payments Due by Period
	Total		1 Year or Less		1 – 3 Years		4 – 5 Years		After 5 years
Long term convertible debt	$	31,990	$	—	$	31,990	$	—	$	—
Operating Leases		32,672		7,597		12,303		9,927		2,845
	$	64,662	$	7,597	$	44,293	$	9,927	$	2,845

At September 30, 2003, the Company had performance bonds outstanding that could require the Company’s performance or cash payment in the event of demands by third parties. Historically, the Company has not experienced any claims that resulted in payments from the performance bonds. However, this trend is not necessarily indicative of future events. The expiration periods of the performance bonds are: less than one year, $9.5 million and one year through three years, $1.9 million.

The Company has guaranteed the obligations under a lease agreement assigned by the Company. Such guarantee is effective through the end of the lease term, which is March 2013. If the current leaseholder fails to meet its payment obligations under the assigned lease, the Company would be responsible for payments up to a maximum of $2.5 million. Based on experience with these arrangements, the Company believes that any obligations that may arise will not be material. Should the Company be required to make any payments under the guarantee, it would then seek recourse from the current leaseholder.

In connection with the acquisition of the assets of Newfront, the Company shall make payments up to three years following the acquisition date contingent upon (i) maintenance fees collected for Newfront customers existing as of the closing date and (ii) license fees earned on sales of the Newfront product. The Company anticipates payments not to exceed $2.0 million over that period.

In connection with the acquisition of Sallie Mae’s student information systems business, the Company could be required to make additional cash payments of up to $5.3 million over the next two years, contingent upon the revenue derived from license sales or other sales of the purchased product lines over that period. The Company has not made any payments to date and does not anticipate any payments to materially affect the Company’s consolidated financial statements.

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The Company believes that its cash and cash equivalents, short-term investments, and borrowing arrangements should satisfy its financing needs for the foreseeable future.

     Financial Risk Management

The Company invests its cash in a variety of financial instruments, including state and municipal securities, corporate debt securities, federal debt securities and money market instruments. These investments are denominated in U.S. dollars. Investments in both fixed-rate and floating-rate interest-earning instruments carry a degree of interest-rate risk. Fixed-rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating-rate securities may produce less income than expected if interest rates fall. See Note B to the financial statements for additional information with respect to the investment portfolio.

The Company also has issued fixed-rate debt, which is convertible to Company stock at a predetermined conversion price. Convertible debt has characteristics that give rise to both interest-rate risk and market risk because the fair value of the convertible security is affected by both the current interest-rate environment and the price of the underlying Company stock. For the years ended September 30, 2003, 2002, and 2001, the Company’s convertible debt, on an if-converted basis, was not dilutive and, as a result, had no impact on the Company’s net income per share — assuming dilution. The convertible debentures mature on October 15, 2004. On December 10, 2003, the Company announced that it will be redeeming this debt at face value in the Company’s second quarter of fiscal year 2004. See Note J and Note S of the financial statements for additional information with respect to the Company’s debt.

Although the Company conducts business internationally, most of its contracts are denominated in U.S. dollars. The Company’s primary international subsidiary’s functional currency is the British pound. Foreign currency exposure is limited because most financial assets and liabilities denominated in the foreign currency are short term.

     New Accounting Standards

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS 145”). SFAS 145 required that gains and losses on extinguishments of debt be classified as income or loss from continuing operations rather than as extraordinary items as previously required under Statement No. 4. The provisions of SFAS 145 related to the rescission of Statement No. 4 are effective for fiscal years beginning after May 15, 2002, so the Company adopted SFAS 145 at the beginning of fiscal year 2003. As a result, the gain on the repurchase of debt during fiscal year 2003, as discussed in Note J, has been reported as other income in continuing operations.

In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), which is effective for exit or disposal activities that are initiated after December 31, 2002. The Company adopted SFAS 146 during fiscal year 2003. SFAS 146 nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring),” and requires that a liability for costs associated with an exit or disposal activity be recognized as incurred. The impact of SFAS 146 will be dependent upon decisions made by the Company in the future.

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In January 2003, the Company adopted Financial Accounting Standards Board Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (“FIN No. 45”). The interpretation requires that upon issuance of a guarantee, the entity must recognize a liability for the fair value of the obligation it assumes under that guarantee. The initial recognition and measurement provisions of FIN No. 45 are effective for guarantees issued or modified after December 31, 2002. The Company’s guarantees were in existence prior to the effective date of FIN No. 45. The disclosure requirements of FIN No. 45 are included in Note M. The adoption of this interpretation has not had a material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity.

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN No. 46”). This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. The Company is currently completing its analysis of the provisions of FIN No. 46 and does not expect its December 15, 2003 adoption to have material impact on its consolidated financial position, consolidated results of operations, or liquidity.

     Critical Accounting Policies:

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies require more significant judgments and estimates used in the preparation of its consolidated financial statements.

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     Revenue Recognition:

The Company licenses software under license agreements and provides services including installation, training, consulting, maintenance and enhancements, and outsourcing. When the Company enters into client arrangements with multiple elements, the elements typically include license fees, software services, and maintenance. The Company uses the “residual method” of revenue recognition under which the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized as revenue. The Company establishes vendor specific objective evidence of fair market value and applies the residual method as follows: (i) software services — vendor specific objective evidence of fair market value is established for software services based on the price charged when this element is sold separately. The Company establishes rates for the various types of professional services available, and the rates charged to clients are consistent whether the professional services are sold in conjunction with a software sale or sold separately, subsequent to a software sale; (ii) maintenance — vendor specific objective evidence of fair market value is established for maintenance based on the price charged when this element is sold separately. This element is sold separately at the time of a renewal of the maintenance agreement; and (iii) software sales — the fair value of the undelivered elements (software services and maintenance) is deferred and the remaining portion of the arrangement fee is allocated to the delivered element (software license). For an undelivered element not yet being sold separately, the fair market value is established by the Company’s management having the relevant authority.

From time to time, the Company may enter into a multiple element arrangement subject to “fiscal funding” clauses, which entitle the client, in the event of budgetary constraints, to reduce the level of services to be provided by the Company, with a corresponding reduction in the fee the client must pay. The fiscal funding clause applies to the undelivered elements of the arrangement, which include software services and maintenance, for which revenue is recognized as earned. Revenues are recognized under such contracts only when the Company considers the likelihood of cancellation to be remote. The fiscal funding clauses provide that the client must pay for all delivered services and maintenance up to the date of exercise of the fiscal funding clause. Exercise of the clause would either reduce or terminate undelivered services or terminate maintenance in response to a loss of funding. This would have the effect of reducing backlog, but would have no affect on revenues recognized up to that point. If a fiscal funding clause were to be exercised, the client would be obligated to pay for all services and maintenance performed up to the date of exercise.

License fee revenues are recognized when a license agreement has been signed, the software product has been shipped, the fees are fixed and determinable, collection is considered probable, and no significant vendor obligations remain. The software revenue is recognized upon shipment. In limited cases where license fee payment terms exceed twelve months, the Company’s practice is generally to recognize those license fees when the payment is received. In certain license arrangements, the Company ships the product and recognizes revenue, but has not billed the complete contract amount because of contractual payment terms, resulting in an excess of revenues over billings in such periods. The resulting excess is reflected as unbilled receivables; such amounts were approximately $0.5 million at September 30, 2003.

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Maintenance and enhancement agreements provide for telephone support and error correction for current versions of licensed systems, as well as regulatory updates and functional and technical enhancements to licensed systems if and when they become generally available. Revenues for maintenance and enhancements agreements are recognized ratably over the term of the agreements. Maintenance and enhancement agreements are billed annually and often billed in arrears, resulting in revenues in excess of billings. The resulting excess is reflected as unbilled accounts receivable; such amounts were approximately $15.5 million at September 30, 2003. Effective July 1, 2003, the Company implemented a policy whereby maintenance agreements for new sales of its software products will be billed at the beginning of the contract rather than in arrears.

The Company provides software-related services, including systems implementation and integration services. The number of hours and duration for engagements fluctuates depending on the SCT product line, number of modules purchased, and the scope of services stated in the software arrangement contract. Services are generally provided under time and materials contracts and revenue is recognized as the services are provided. In some circumstances, services are provided under fixed-price arrangements in which revenue is recognized on the proportionate performance method, which relies on estimates of total expected contract revenues and costs. Since accounting for these contracts depends on estimates, which are assessed continually during the term of these contracts, recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in estimates of costs to complete are reflected in operations in the period in which facts requiring those revisions become known. In certain software services contracts, the Company performs services but cannot immediately bill for them. Since revenue is generally recognized as work is performed, an excess of revenues over billings occurs in such periods. The resulting excess is reflected as unbilled accounts receivable; such amounts were approximately $12.8 million at September 30, 2003. Of this amount, approximately $0.6 million is not expected to be billed within one year. Billings in these software services contracts cause a decrease in the unbilled accounts receivable, although additional unbilled accounts receivable will continue to be recorded based on the terms of the contracts.

Most of the Company’s outsourcing service contracts are fixed-price, multi-year contracts, and revenue for these contracts is measured and recognized utilizing the proportionate performance method over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. During the first several years of a typical outsourcing services contract, the Company performs services to identify and implement changes to optimize the client’s technology environment. Once these changes are complete, less effort and expense is required towards the end of multi-year outsourcing contracts to maintain the streamlined client operations. During the first several years, the Company performs services and incurs expenses at a greater rate than in the later years of the contract. Since billings usually remain constant during the term of the contract, and revenue is recognized as work is performed, revenues usually exceed billings in the early years of the contract. The resulting excess is reflected as unbilled accounts receivable; such amounts were approximately $0.9 million at September 30, 2003. In some cases when a contract term is extended, the billing period is also extended over the new life of the contract. As a contract proceeds, services are performed, and expenses are incurred at a diminishing rate, resulting in billings exceeding revenue recognized, which causes a decrease in the unbilled accounts receivable balance. These contracts require an estimate of periodic revenue earned and costs to be incurred to deliver products or services and are subject to revision as work progresses. Revisions in the estimates are reflected in operations in the period in which facts requiring those revisions become known. Many of the Company’s outsourcing services contracts include contractual termination provisions, which provide indemnification to the Company in the event a client terminates a contract early. The aggregate termination fees under such contracts were approximately $6.0 million at September 30, 2003.

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Certain of the Company’s outsourcing services contracts are subject to “fiscal funding” clauses, which entitle the client, in the event of budgetary constraints, to reduce the level of services to be provided by the Company, with a corresponding reduction in the fee the client must pay. In certain circumstances, the client may terminate the services altogether. Revenues are recognized under such contracts only when the Company considers the likelihood of cancellation to be remote. If a fiscal funding clause were to be exercised, the client would be obligated to pay for all services performed up to the date of exercise.

     Restructuring:

During fiscal years 2003, 2002 and 2001, the Company recorded significant reserves in connection with restructuring programs. These reserves include estimates pertaining to employee separation costs, assumptions regarding idle facilities and sublease terms, and the settlements of contractual obligations resulting from these actions. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates.

     Long-Term Investments:

The Company has made investments for strategic business purposes in the common and preferred stock of WebCT, a privately held provider of web-based course tools for the higher education market. The fair value of the investment in WebCT, which is classified as a long-term asset, is not readily determinable; therefore, it is carried at cost adjusted for other-than-temporary impairments. During fiscal years 2002 and 2001, the Company recorded asset impairment charges of $5.4 million and $7.8 million, respectively, related to this investment and in fiscal year 2002, the Company wrote-off the non-compete agreement with WebCT, which had a carrying value of $1.5 million. The Company evaluates its investment in WebCT for other-than-temporary impairment on a quarterly basis. In assessing impairment, the Company reviews the operating performance, cash flow and cash flow forecasts, and private equity transactions of WebCT, and stock prices and equity values of publicly traded peers of WebCT (as determined by the Company). Future charges would be recorded if, at a future date, an additional impairment was found to be other-than-temporary. The Company’s future results of operations could be affected by a future writedown in this investment’s $4.0 million carrying value.

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     Goodwill and Intangible Assets:

The Company’s business acquisitions typically result in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible impairment expense that the Company will incur. The determination of the value of such intangible assets requires estimates and assumptions that affect the consolidated financial statements. The Company assigns intangible assets useful lives, which are reassessed on an ongoing basis, ranging from two to 10 years, based on estimates, assumptions, and third-party valuations.

The Company evaluates goodwill and other intangibles for potential impairment on an annual basis unless circumstances indicate the need for impairment testing between the annual tests. The judgments regarding the existence of impairment indicators are based on legal factors, market conditions, and operational performance of the Company. In assessing the recoverability of the Company’s goodwill and other intangibles, the Company would make valuation assumptions to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges which could have a material adverse impact on the Company’s financial condition and results of operations.

     Deferred Taxes:

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

     Factors that May Affect Future Results and Market Price of Stock:

The forward-looking statements discussed herein and elsewhere — including statements concerning the Company’s or management’s forecasts, estimates, intentions, beliefs, anticipations, plans, expectations, or predictions for the future — are based on current management expectations that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. The following discussion highlights some, but not all, of the risks and uncertainties that may have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows.

The Company’s revenues and operating results can vary substantially from quarter to quarter, owing to a number of factors. Software sales revenues in any quarter depend on the execution of license agreements and the shipment of product. The execution of license agreements is difficult to predict for a variety of reasons, including the following: a significant portion of the Company’s license agreements is typically signed in the last month of each quarter; the Company’s sales cycle is relatively long; the size of transactions can vary widely; client projects may be postponed or cancelled due to changes in the client’s management, budgetary constraints, strategic priorities, or economic uncertainty; and clients often exhibit a seasonal pattern of capital spending. The Company has historically generated a greater portion of license fees and total revenue in the last two fiscal quarters, although there is no assurance that this will continue.

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Because a significant part of the Company’s business results from software licensing, it is characterized by a high degree of operating leverage. The Company bases its expense levels, in significant part, on its expectations of future revenues. Therefore, these expense levels are relatively fixed in the short term. If software-licensing revenues do not meet expectations, net income is likely to be disproportionately adversely affected. There can be no assurance that the Company will be able to increase profitability on a quarterly or annual basis in the future. It is, therefore, possible that in one or more future quarters, the Company’s operating results will be below expectations. This would likely have an adverse effect on the price of the Company’s common stock.

A significant part of the Company’s business also results from the provision of services by the Company to clients who license the Company’s software. The Company realizes lower margins on services revenues than on license revenues. The Company bases its expense levels in the services area on various factors, including the Company’s expectation of future license sales and its expectation of when clients who have licensed the Company’s software will actually implement the software. If software license revenues do not meet expectations, or if clients delay implementation of software licensed, the Company’s business, results of operations, financial condition, and cash flows would be adversely affected.

The success of the Company’s business depends upon certain key management, sales, and technical personnel. In addition, the Company believes that to succeed in the future, it must continue to attract, retain, and motivate talented and qualified management, sales, and technical personnel. Competition for such personnel in the information technology industry is intense. The Company sometimes has difficulty locating qualified candidates. There can be no assurance that the Company will be able to retain its key employees or that it will be able to continue to attract, assimilate, and retain other skilled management, sales, and technical personnel. The loss of certain key personnel or the inability to attract and retain qualified employees in the future could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows.

The application software industry is characterized by intense competition, rapid technological advances, changes in client requirements, product introductions, and evolving industry standards. The Company believes that its future success will depend on its ability to compete successfully, and to continue to develop and market new products and enhancements cost-effectively. This necessitates continued investment in research and development and sales and marketing. There can be no assurance that new industry standards or changing technology will not render the Company’s products obsolete or non-competitive, that the Company will be able to develop and market new products successfully, or that the Company’s market will accept its new product offerings. Furthermore, software programs as complex as those the Company offers may contain undetected errors or bugs when they are first introduced or as new versions are released. Despite Company and third-party testing, there can be no assurance that errors will not be found in new product offerings. Such errors can cause unanticipated costs and delays in market acceptance of these products and could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows. In addition, distribution methods, such as the Internet and other electronic channels, have removed many of the barriers to entry that small and start-up software companies faced in the past. Therefore, the Company expects competition to increase in its market.

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If the Company were to experience delays in the commercialization and introduction of new or enhanced products, if customers were to experience significant problems with the implementation and installation of products, or if customers were dissatisfied with product functionality or performance, this could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows.

There can be no assurance that the Company’s new products will achieve significant market acceptance or will generate significant revenue. Additional products that the Company plans to market directly or indirectly in the future are in various stages of development.

Intense competition in the market in which the Company competes may put pressure on the Company to reduce prices on certain products, particularly where certain vendors offer deep discounts in an effort to recapture or gain market share or to sell other software products, hardware products, or services. The bundling of software products for promotional purposes or as a long-term pricing strategy or guarantees of product implementations by certain of the Company’s competitors could have the effect over time of significantly reducing the prices that the Company can charge for its products. Any such price reductions and resulting lower license revenues could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows.

The Company uses a common industry practice to forecast sales and trends in its business. The Company’s sales personnel monitor the status of prospective sales, such as the date when they estimate that a customer will make a purchase decision and the potential dollar amount of the sale. The Company regularly aggregates these estimates to generate a sales pipeline. The Company compares the pipeline at various points in time to look for trends in its business. While this pipeline analysis may provide the Company with some guidance in business planning and budgeting, these pipeline estimates are necessarily speculative and may not consistently correlate to revenues in a particular quarter or over a longer period of time. A variation in the conversion of the pipeline into contracts or in the pipeline itself could cause the Company to improperly plan or budget and thereby adversely affect its business or results of operations.

The Company has an investment in WebCT and entered into a strategic alliance with WebCT to market the WebCT e-learning tools and e-learning hub to the Company’s client base. The alliance builds upon the Company’s Campus Pipeline and Luminis solutions and the Company’s Banner Student Self-Service and Banner Faculty and Advisor Self-Service products to offer a unified, on-line, connected e-learning solution. This integrated solution enables clients to access information systems, learning tools, online services, campus communication, and community resources through a single point of access. The Company provides the real-time, bi-directional exchange of data between the Company’s student information system and the WebCT course environment, eliminating manual synchronization of like information. The continued success of this investment and strategic alliance depends upon: (i) the ability of the Company and WebCT to enhance the products over time, (ii) the market acceptance of the products, and (iii) the ability of WebCT to achieve their financial goals.

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Certain of the Company’s contracts are subject to “fiscal funding” clauses, which entitle the client, in the event of budgetary constraints, to reduce the level of services to be provided by the Company, with a corresponding reduction in the fee the client must pay. In certain circumstances, the client may terminate the services altogether. If a fiscal funding clause were to be exercised, the client would be obligated to pay for all services performed up to the date of exercise. While the Company has not been impacted materially by early terminations or reductions in service from the use of fiscal funding provisions in the past, there can be no assurance that such provisions will not give rise to early terminations or reductions of service in the future. If clients that represent a substantial portion of the Company’s backlog were to invoke the fiscal funding provisions of their contracts, the Company’s future business, results of operations, financial condition, and cash flows would be adversely affected.

Certain of the Company’s outsourcing and software services contracts may be terminated by the client for convenience. If a termination for convenience clause were to be exercised, the client would be obligated to pay for all services performed up to the date of exercise. If clients that represent a substantial portion of the Company’s backlog terminate for convenience, the Company’s future business, results of operations, financial condition, and cash flows would be adversely affected.

The Company provides software-related services, including systems implementation and integration services. Services are provided under time and materials contracts, in which case revenue is recognized as the services are provided, and under fixed-price arrangements, in which case revenue is recognized on the percentage of completion method. Revisions in estimates of costs to complete are reflected in operations during the period in which the Company learns of facts requiring those revisions.

The Company relies on a combination of copyright, trademark, trade secrets, confidentiality procedures, and contractual procedures to protect its intellectual property rights. Despite the Company’s efforts to protect its intellectual property rights, it may be possible for unauthorized third parties to copy certain portions of the Company’s products, or to reverse engineer or obtain and use technology or other Company-proprietary information. There can also be no assurances that the Company’s intellectual property rights would survive a legal challenge to their validity or provide significant protection to the Company. In addition, the laws of certain countries do not protect the Company’s proprietary rights to the same extent as do the laws of the United States. Accordingly, there can be no assurance that the Company will be able to protect its proprietary technology against unauthorized third-party copying or use, which could adversely affect the Company’s competitive position.

In the second quarter of fiscal year 2002, the Company acquired the Sallie Mae student information systems business and Applied Business Technologies, Inc., in October 2002, the Company acquired Campus Pipeline, Inc, and in September 2003 the Company acquired Newfront Software, Inc. These acquisitions were entered into in order to increase the Company’s opportunities in the higher education market. The success of these acquisitions depends upon: (i) the Company’s ability to integrate the acquired products and operations with the Company’s products and operations cost-effectively and on a timely basis, (ii) the Company’s ability to complete development of and enhance the products acquired efficiently and cost effectively, and (iii) the market acceptance of the products and technologies acquired and the services related thereto. If these acquisitions are not successful, acquired intangibles might become impaired and the Company may be required to record impairment charges that could have a material adverse impact on the Company’s business, financial condition, cash flows, and results of operations.

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In connection with the acquisition of Sallie Mae’s student information systems business and the assets of Newfront, the Company could be required to make payments contingent upon certain performance measures. Additionally, in connection with the sale of its process manufacturing software business to Agilisys International Limited, the Company could receive monies based upon the achievement by Agilisys of specified revenue targets.

Other factors that could affect the Company’s future operating results include the effect of publicity on demand for the Company’s products and services; general economic and political conditions in the United States and abroad; the success of the Company’s single- segment business model; the success of the Company’s long-term strategy; continued market acceptance of the Company’s products and services; continued competitive and pricing pressures in the marketplace; new product introductions by the Company’s competitors; the Company’s ability to complete fixed-price contracts profitably; and the Company’s ability to generate capital gains sufficient to offset the capital losses that are expected to be realized upon the disposition of the investments held by the Company for which the carrying value has been reduced for financial reporting purposes.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information required by this Item is under the heading Financial Risk Management of Item 7, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, of this Form 10-K. Information required by this Item is contained in Item 7 of this Form 10-K under the heading Financial Risk Management.

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ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Consolidated Balance Sheets

(in thousands, except per share amounts) September 30,	2003			2002
Assets
Current Assets
Cash and cash equivalents	$	70,049		$	72,820
Short-term investments, including accrued interest of $766 and $701		54,763			60,754
Receivables, including $29,722 and $37,725 of earned revenues in excess of billings net of allowance for doubtful accounts of $2,201 and $4,789		79,132			74,103
Prepaid income taxes		11,419			20,353
Prepaid expenses and other assets		18,157			17,130
Total Current Assets		233,520			245,160
Property and Equipment — at cost, net of accumulated depreciation		25,452			27,265
Capitalized Computer Software Costs, net of accumulated amortization		2,239			4,427
Goodwill		46,486			28,784
Intangible Assets, net of accumulated amortization		19,651			10,689
Other Assets and Deferred Charges		22,082			18,949
Net Assets of Discontinued Operations		—			28,869
Total Assets	$	349,430		$	364,143
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	5,007		$	6,402
Income taxes payable		1,416			1,096
Accrued expenses		38,992			39,212
Deferred revenue		24,997			21,227
Total Current Liabilities		70,412			67,937
Long-Term Debt		31,990			74,723
Other Long-Term Liabilities		6,056			2,912
Total Liabilities		108,458			145,572
Stockholders’ Equity
Preferred stock, par value $.10 per share — authorized 3,000 shares, none issued		—			—
Common stock, par value $.01 per share — authorized 100,000 shares, issued 38,497 and 38,029		384			380
Capital in excess of par value		129,498			125,586
Retained earnings		135,124			117,622
Accumulated other comprehensive loss		(18	)		(583	)
		264,988			243,005
Less
Held in treasury, 4,525 and 4,582 common shares — at cost		(24,016	)		(24,434	)
		240,972			218,571
Total Liabilities and Stockholders’ Equity	$	349,430		$	364,143

See notes to consolidated financial statements.

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Consolidated Statements of Operations

(in thousands, except per share amounts) September 30,		2003			2002			2001
Revenues
Software sales	$	50,228		$	36,259		$	30,196
Maintenance and enhancements		97,834			82,265			71,145
Software services		88,465			81,765			63,330
Outsourcing services		33,112			33,268			38,422
		269,639			233,557			203,093
Expenses
Cost of software sales, maintenance and enhancements		73,974			54,483			46,384
Cost of software services		68,042			64,123			49,998
Cost of outsourcing services		23,998			25,961			30,181
Selling, general and administrative		73,073			65,395			56,597
Retirement and restructuring charge		3,190			4,874			2,485
Asset impairment charge		—			5,425			7,831
		242,277			220,260			193,476
Operating income		27,362			13,297			9,617
Other income		4,135			3,981			5,190
Other expense		(1,948	)		(4,203	)		(4,201	)
Income from continuing operations before income taxes		29,549			13,075			10,606
Provision for income taxes		12,169			5,590			4,219
Income from continuing operations		17,380			7,485			6,387
Discontinued operations
Loss from discontinued operations, adjusted for
applicable provision (benefit) for income taxes
of $1,913, $(967), and $(6,558)		(2,486	)		(6,939	)		(11,724	)
Gain (loss) on sale of discontinued operations, net
of income tax provision (benefit) of $2,400,
$(4,651), and $13,111		2,608			(9,621	)		20,155
Income (loss) from discontinued operations		122			(16,560	)		8,431
Net income (loss)	$	17,502		$	(9,075	)	$	14,818
Income from continuing operations
per common share	$	0.52		$	0.23		$	0.19
per share – assuming dilution	$	0.52		$	0.22		$	0.19
Income (loss) from discontinued operations
per common share	$	0.00		$	(0.50	)	$	0.26
per share – assuming dilution	$	0.00		$	(0.49	)	$	0.25
Net income (loss)
per common share	$	0.52		$	(0.27	)	$	0.45
per share – assuming dilution	$	0.52		$	(0.27	)	$	0.45
Common shares and equivalents outstanding
average common shares		33,653			33,240			32,842
average common shares – assuming dilution		33,727			33,608			33,278
See notes to consolidated financial statements.

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Consolidated Statements of Cash Flows

(in thousands except per share amounts) Year Ended September 30,	2003			2002			2001
Operating Activities
Net income (loss)		$17,502		$	(9,075	)	$	14,818
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities
(Gain) loss on sale of discontinued operations		(5,008	)		14,272			(33,266	)
Gain on bond repurchase		(1,384	)		—			—
Asset impairment charge		—			5,425			7,831
WebCT commission income		—			—			(2,700	)
Depreciation and amortization		15,358			20,540			27,754
Provision for doubtful accounts		412			2,127			5,129
Deferred tax provision (benefit)		6,818			2,547			(11,529	)
Noncash charges related to retirement and restructuring charges		327			1,525			604
Noncash charges related to discontinued operations		392			1,645			3,150
Loss on disposal of property and equipment		—			595			1,022
Income tax benefit from exercise of nonqualified stock options		306			345			2,077
Changes in operating assets and liabilities:
(Increase) decrease in receivables		(1,793	)		(7,065	)		8,407
Decrease (increase) in prepaid income taxes		8,549			(19,810	)		8,421
Decrease (increase) in other current assets		103			675			(14,800	)
(Decrease) increase in accounts payable		(1,395	)		(2,330	)		1,249
(Decrease) increase in income taxes payable		320			(6,601	)		19,015
Decrease in accrued expenses		(23,954	)		(8,194	)		(13,090	)
Increase (decrease) in other long-term liabilities		3,145			(117	)		2,878
Increase (decrease) in deferred revenue		1,024			4,230			(5,832	)
Decrease in other operating assets and deferred charges		(845	)		881			3,834
Decrease in net assets of discontinued operations		8,739			—			—
Net Cash Provided by Operating Activities		28,616			1,615			24,972
Investing Activities
Purchase of property and equipment		(5,004	)		(5,646	)		(9,910	)
Proceeds from the sale of property and equipment		—			1,450			—
Capitalized computer software costs		—			(751	)		(962	)
Purchase of investments available for sale		(55,932	)		(88,902	)		(97,920	)
Proceeds from the sale or maturity of investments available for sale		61,369			91,124			52,172
Purchase of businesses, net of cash acquired		(27,648	)		(36,019	)		(3,009	)
Proceeds from sale of discontinued operations		34,701			7,476			85,000
Net Cash Provided By (Used In) Investing Activities		7,486			(31,268	)		25,371
Financing Activities
Repayment of borrowings		(42,871	)		(2,771	)		(712	)
Issuance of Company stock, under ESPP		418			442			35
Decrease in notes receivables from stockholders		—			500			110
Proceeds from exercise of stock options		3,580			2,827			2,544
Net Cash (Used in) Provided By Financing Activities		(38,873	)		998			1,977
(Decrease) increase in cash & cash equivalents		(2,771	)		(28,655	)		52,320
Cash and cash equivalents at beginning of year		72,820			101,475			49,155
Cash and cash equivalents at end of year		$70,049			$72,820			$101,475
Supplemental Information
Noncash investing and financing activities:
Noncash expense, primarily extension of stock options	$	—		$	2,356		$	—
Purchase of subsidiary assets — noncash portion		—			—			500
Conversion of subordinated debentures to common stock		—			—			27

See notes to consolidated financial statements.

39

	Consolidated Statements of Stockholders’ Equity
(in thousands)	Common Stock Par Value		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income/(Loss)			Treasury Stock			Notes Receivable from Stock- holders’			Total Stock- holders’ Equity
Balance at September 30, 2000	$	372	$	115,247	$	111,879		$	(540	)	$	(24,911	)	$	(610	)	$	201,437
Stock issued under stock option plans, including tax benefits, 369 shares		4		4,766		—			—			—			—			4,770
Stock issued on bond conversion, 1 share		—		27		—			—			—			—			27
Stock issued under ESPP, 23 shares		—		—		—			—			183			—			183
Collections on notes receivable from shareholders		—		—		—			—			(148	)		110			(38	)
Comprehensive income
Other comprehensive income		—		—		—			200			—			—			200
Net income, year ended September 30, 2001		—		—		14,818			—			—			—			14,818
Total comprehensive income		—		—		—			—			—			—			15,018
Balance at September 30, 2001		376		120,040		126,697			(340	)		(24,876	)		(500	)		221,397
Stock issued under stock option plans, including tax benefits, 395 shares		4		5,546		—			—			—			—			5,550
Stock issued under ESPP, 48 shares		—		—		—			—			442			—			442
Collections on notes receivable from shareholders		—		—		—			—			—			500			500
Comprehensive loss
Other comprehensive loss		—		—		—			(243	)		—			—			(243	)
Net loss, year ended September 30, 2002		—		—		(9,075	)		—			—			—			(9,075	)
Total comprehensive loss		—		—		—			—			—			—			(9,318	)
Balance at September 30, 2002		380		125,586		117,622			(583	)		(24,434	)		—			218,571
Stock issued under stock option plans, including tax benefits, 467 shares		4		3,912		—			—			—			—			3,916
Stock issued under ESPP, 59 shares		—		—		—			—			418			—			418
Comprehensive income
Other comprehensive income		—		—		—			565			—			—			565
Net income, year ended September 30, 2003		—		—		17,502			—			—			—			17,502
Total comprehensive income																		18,067
Balance at September 30, 2003	$	384	$	129,498	$	135,124		$	(18	)	$	(24,016	)	$	—		$	240,972

See notes to consolidated financial statements.

40

Notes to Consolidated Financial Statements
(in thousands, except per share amounts)

NOTE A — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: During the quarter ended March 31, 2003 the Company completed the sale of its Global Energy and Utilities Solutions (“EUS”) business, which was declared a discontinued business in the quarter ended June 30, 2002. Additionally, the Company completed the sales of its Global Manufacturing & Distribution Solutions (“MDS”) business during the quarter ended June 30, 2002 and Global Government Systems (“GGS”) business during the quarter ended June 30, 2001. The EUS, MDS, and GGS businesses are accounted for as discontinued operations, and, accordingly, amounts in the consolidated balance sheets and statements of operations and related notes for all periods presented reflect discontinued-operations accounting.

Certain prior year amounts have been reclassified to conform to this year’s presentation. These reclassifications relate to (i) certain assets and liabilities, which were ultimately retained by the Company, related to the discontinued operations of the EUS business; (ii) a reclassification between accounts receivable and deferred revenue; (iii) a reclassification of purchased software amortization from selling, general and administrative to cost of sales software, maintenance and enhancements; and (iv) a reclassification of non-operating income and expense from revenues and expenses to other income and other expense.

Consolidation Policy: The accompanying consolidated financial statements include the accounts of Systems & Computer Technology Corporation and its subsidiaries (the “Company”). Intercompany items have been eliminated in consolidation.

Nature of Operations: The Company develops, licenses, and supports a suite of enterprise software; offers a series of related services including systems implementation, systems integration, and maintenance and enhancements; and provides a range of information technology outsourcing services. The Company’s market is higher education. The Company’s focus on one vertical market enables it to develop and utilize a base of industry expertise to deliver products and services that address specific client requirements.

Risks and Uncertainties: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in preparation of the financial statements and actual results could differ from the estimates and assumptions used. Credit risk with respect to trade accounts receivable is generally diversified due to the large number of entities comprising the Company’s client base. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific clients, historical trends, and other information.

Revenue Recognition: The Company licenses software under license agreements and provides services including installation, training, consulting, maintenance and enhancements, and outsourcing. When the Company enters into client arrangements with multiple elements, the elements typically include license fees, software services, and maintenance. The Company uses the “residual method” of revenue recognition under which the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized as revenue. The Company establishes vendor specific objective evidence of fair market value and applies the residual method as follows: (i) software services — vendor specific objective evidence of fair market value is established for software services based on the price charged when this element is sold separately. The Company establishes rates for the various types of professional services available, and the rates charged to clients are consistent whether the professional services are sold in conjunction with a software sale or sold separately, subsequent to a software sale; (ii) maintenance — vendor specific objective evidence of fair market value is established for maintenance based on the price charged when this element is sold separately. This element is sold separately at the time of a renewal of the maintenance agreement; and (iii) software sales — the fair value of the undelivered elements (software services and maintenance) is deferred and the remaining portion of the arrangement fee is allocated to the delivered element (software license). For an undelivered element not yet being sold separately, the fair market value is established by the Company’s management having the relevant authority.

41

From time to time, the Company may enter into a multiple element arrangement subject to “fiscal funding” clauses, which entitle the client, in the event of budgetary constraints, to reduce the level of services to be provided by the Company, with a corresponding reduction in the fee the client must pay. The fiscal funding clause applies to the undelivered elements of the arrangement, which include software services and maintenance, for which revenue is recognized as earned. Revenues are recognized under such contracts only when the Company considers the likelihood of cancellation to be remote. The fiscal funding clauses provide that the client must pay for all delivered services and maintenance up to the date of exercise of the fiscal funding clause. Exercise of the clause would either reduce or terminate undelivered services or terminate maintenance in response to a loss of funding. This would have the effect of reducing backlog, but would have no affect on revenues recognized up to that point. If a fiscal funding clause were to be exercised, the client would be obligated to pay for all services and maintenance performed up to the date of exercise.

License fee revenues are recognized when a license agreement has been signed, the software product has been shipped, the fees are fixed and determinable, collection is considered probable, and no significant vendor obligations remain. Because licensing of the software is not dependent on the professional services portions of the contract, the software revenue is recognized upon shipment. In limited cases where license fee payment terms exceed twelve months, the Company’s practice is generally to recognize those license fees when the payment is received. In certain license arrangements, the Company ships the product and recognizes revenue, but has not billed the complete contract amount because of contractual payment terms, resulting in an excess of revenues over billings in such periods. The resulting excess is reflected as unbilled receivables in the consolidated balance sheet.

Maintenance and enhancement agreements provide for telephone support and error correction for current versions of licensed systems, as well as regulatory updates and functional and technical enhancements to licensed systems if and when they become generally available. Revenues for maintenance and enhancements agreements are recognized ratably over the term of the agreements. Maintenance and enhancement agreements are billed annually and often billed in arrears, resulting in revenues in excess of billings. The resulting excess is reflected as unbilled accounts receivable in the consolidated balance sheet.

The Company provides software-related services, including systems implementation and integration services. The number of hours and duration for engagements fluctuates depending on the SCT product line, number of modules purchased, and the scope of services stated in the software arrangement contract. Services are generally provided under time and materials contracts and revenue is recognized as the services are provided. In some circumstances, services are provided under fixed-price arrangements in which revenue is recognized on the proportionate performance method, which relies on estimates of total expected contract revenues and costs. Since accounting for these contracts depends on estimates, which are assessed continually during the term of these contracts, recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in estimates of costs to complete are reflected in operations in the period in which facts requiring those revisions become known. In certain software services contracts, the Company performs services but cannot immediately bill for them. Since revenue is generally recognized as work is performed, an excess of revenues over billings occurs in such periods. The resulting excess is reflected as unbilled accounts receivable in the consolidated balance sheet. Billings in these software services contracts cause a decrease in the unbilled accounts receivable, although additional unbilled accounts receivable will continue to be recorded based on the terms of the contracts.

Most of the Company’s outsourcing service contracts are fixed-price, multi-year contracts, and revenue for these contracts is measured and recognized utilizing the proportionate performance method over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. During the first several years of a typical outsourcing services contract, the Company performs services to identify and implement changes to optimize the client’s technology environment. Once these changes are complete, less effort and expense is required towards the end of multi-year outsourcing contracts to maintain the streamlined client operations. During the first several years, the Company performs services and incurs expenses at a greater rate than in the later years of the contract. Since billings usually remain constant during the term of the contract, and revenue is recognized as work is performed, revenues usually exceed billings in the early years of the contract. The resulting excess is reflected as unbilled accounts receivable in the consolidated balance sheet. In some cases when a contract term is extended, the billing period is also extended over the new life of the contract. As a contract proceeds, services are performed, and expenses are incurred at a diminishing rate, resulting in billings exceeding revenue recognized, which causes a decrease in the unbilled accounts receivable balance. These contracts require an estimate of periodic revenue earned and costs to be incurred to deliver products or services and are subject to revision as work progresses. Revisions in the estimates are reflected in operations in the period in which facts requiring those revisions become known.

42

Certain of the Company’s outsourcing services contracts are subject to “fiscal funding” clauses, which entitle the client, in the event of budgetary constraints, to reduce the level of services to be provided by the Company, with a corresponding reduction in the fee the client must pay. In certain circumstances, the client may terminate the services altogether. Revenues are recognized under such contracts only when the Company considers the likelihood of cancellation to be remote. If a fiscal funding clause were to be exercised, the client would be obligated to pay for all services performed up to the date of exercise.

Other Expense: Other expense is comprised primarily of interest expense on the Company’s outstanding convertible subordinated debentures, which mature on October 15, 2004.

Cash Equivalents: Cash equivalents are defined as short-term, highly liquid investments with a maturity of three months or less at the date of purchase.

Short-Term Investments: In accordance with SFAS 115, management determines the appropriate classification of debt securities at the time of purchase. Available-for-sale securities are stated at fair value.

Fair Value of Financial Instruments: The following methods and assumptions were used to estimate the fair values of each class of financial instruments.

The fair values of cash, accounts receivable, and accounts payable approximate their carrying amounts due to their immediate or short-term periods to maturity.

The fair values of short-term investments (as disclosed in Note B) and long-term debt (as disclosed in Note J) are estimated using quoted market values.

Property and Equipment: Property and equipment are recorded at cost. Equipment is depreciated over its estimated useful life, for periods ranging from three to 10 years, using the straight-line method. Buildings and related improvements are depreciated using the straight-line method, for periods up to 30 years.

Long-Lived Assets: Through September 30, 2001, goodwill and other intangible assets were amortized using the straight-line method over lives ranging from five to 20 years. Effective October 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), which resulted in discontinuing the amortization of goodwill. Under SFAS 142, goodwill is carried at its book value, and any future impairment of goodwill will be recognized as an operating expense in the period of impairment. However, under the terms of the Statement, identifiable intangibles with identifiable lives continue to be amortized for periods ranging from three to ten years (See Note H).

The Company evaluates goodwill and other intangibles for potential impairment on an annual basis unless circumstances indicate the need for impairment testing between the annual tests. The judgments regarding the existence of impairment indicators are based on legal factors, market conditions, and operational performance of the Company. In assessing the recoverability of the Company’s goodwill and other intangibles, the Company would make valuation assumptions to determine the fair value of the respective assets.

Capitalized Computer Software Costs: The Company capitalizes direct and certain qualifying indirect costs associated with development of software for resale. Amortization of such capitalized costs is the greater of the amount computed using (i) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues of that product or (ii) the straight-line method over the remaining estimated economic life of the product, including the period being reported on. Amortization begins when the product is available for general release to customers.

Business Segments: As a result of the sale of the EUS business during the second quarter of fiscal year 2003, and the sales of the MDS and GGS businesses in the third quarters of fiscal years 2002 and 2001, respectively, the Company currently has one reportable segment: Global Education Solutions. The accompanying financial statements and related notes, exclusive of discontinued operations, reflect the operations of the Global Education Solutions business.

43

The following table presents revenues from continuing operations by country based on location of the customer and property by country based on location of the asset (in thousands):

	2003				2002				2001
	Long-Lived				Long-Lived				Long-Lived
	Revenues		Assets		Revenues		Assets		Revenues		Assets
United States	$	242,998	$	115,598	$	211,207	$	89,569	$	184,071	$	63,344
Other Countries		26,641		312		22,350		545		19,022		1,280
Total	$	269,639	$	115,910	$	233,557	$	90,114	$	203,093	$	64,624

Income Per Share: Net income per common share excludes the dilutive effect of both stock options and convertible debentures. Net income per share – assuming dilution includes the dilutive effect of both stock options and convertible debentures even if the dilutive effect is immaterial. A reconciliation of the numerators and the denominators of net income per common share and net income per share – assuming dilution follows (in thousands, except per share amounts):

	Year Ended September 30,
	2003			2002			2001
Numerator
Income from continuing operations available to common stockholders	$	17,380		$	7,485		$	6,387
Discontinued operations:
Loss from discontinued operations, net of income taxes		(2,486	)		(6,939	)		(11,724)
Gain (loss) on sale of discontinued operations, net of income taxes		2,608			(9,621	)		20,155
Income from discontinued operations		122			(16,560	)		8,431
Net income (loss) available to common stockholders after assumed conversions	$	17,502		$	(9,075	)	$	14,818
Denominator
Weighted average common shares		33,653			33,240			32,842
Effect of dilutive securities:
Employee stock options		74			368			436
Weighted average common shares assuming dilution		33,727			33,608			33,278
Income from continuing operations
per common share	$	0.52		$	0.23		$	0.19
per share – assuming dilution	$	0.52		$	0.22		$	0.19
Income (loss) from discontinued operations
per common share	$	0.00		$	(0.50	)	$	0.26
per share – assuming dilution	$	0.00		$	(0.49	)	$	0.25
Net income (loss)
per common share	$	0.52		$	(0.27	)	$	0.45
per share – assuming dilution	$	0.52		$	(0.27	)	$	0.45

44

The Company has $32.0 million of convertible debentures bearing interest at 5% and maturing on October 15, 2004, that were issued in October 1997. If these debentures were converted, 1.2 million additional shares would be added to common shares outstanding. These debentures were antidilutive for fiscal years 2003, 2002 and 2001 and therefore are not included in the above denominators for income from continuing operations per share – assuming dilution, income (loss) from discontinued operations per share – assuming dilution, or net income per share – assuming dilution.

Stock-based Compensation: The Company accounts for employee stock-based compensation in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. Under APB 25, because the exercise price of the stock options equaled the fair value of the underlying common stock on the date of grant, no compensation cost was recognized. In accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), the Company does not recognize compensation cost based on the fair value of the options granted at grant date.

As required under SFAS 123, the Company provides pro forma disclosure of net income and earnings per share. The following pro forma amounts were determined as if the Company had accounted for its stock options using the fair value method as described in that statement (in thousands, except per share amounts):

Year Ended September 30,	2003			2002			2001
Net income (loss), as reported	$	17,502		$	(9,075	)	$	14,818
Less: stock-based employee compensation expense determined under fair value method, net of related tax effects		(2,325	)		(1,892	)		(3,434	)
Pro forma net income (loss)	$	15,177		$	(10,967	)	$	11,384
Earnings (loss) per share:
per common share, as reported	$	0.52		$	(0.27	)	$	0.45
per common share, pro forma	$	0.45		$	(0.33	)	$	0.35
per share – assuming dilution, as reported	$	0.52		$	(0.27	)	$	0.45
per share – assuming dilution, pro forma	$	0.45		$	(0.33	)	$	0.34

The pro forma amount in the above table removes the impact of options outstanding at September 30, 2002 held by employees of the MDS business, which was sold on May 31, 2002. The Company extended the term of the options held by employees of the MDS business at the time of the sale beyond the contractual term, as a result, the Company recognized compensation expense of $0.7 million in fiscal year 2002 reported net income.

Accumulated Other Comprehensive Income: Accumulated other comprehensive income (loss) as of September 30, 2003, 2002, and 2001 is as follows (in thousands):

	Foreign Currency Translation Adjustments			Unrealized Gain (Loss) on Marketable Securities			Total
Balance at September 30, 2000	$	(536	)	$	(4	)	$	(540	)
Current-period change		10			190			200
Balance at September 30, 2001		(526	)		186			(340	)
Current-period change		(402	)		159			(243	)
Balance at September 30, 2002		(928	)		345			(583	)
Current-period change		739	(a)		(174	)		565
Balance at September 30, 2003	$	(189	)	$	171		$	(18	)

(a) $390 relates to previously recognized translation losses reclassified to income as a result of the liquidation of foreign entities.

45

Foreign Currency Translation: The local currencies are the functional currencies of the Company’s foreign subsidiaries. Assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at current exchange rates and resulting translation adjustments are included in, and are the major components of, accumulated other comprehensive loss. Revenue and expense accounts of these operations are translated at average exchange rates prevailing during the year. Transaction gains and losses, which were not material, are included in the results of operations of the period in which they occur.

New Accounting Standards: In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS 145”). SFAS 145 required that gains and losses on extinguishments of debt be classified as income or loss from continuing operations rather than as extraordinary items as previously required under Statement No. 4. The provisions of SFAS 145 related to the rescission of Statement No. 4 are effective for fiscal years beginning after May 15, 2002, so the Company adopted SFAS 145 at the beginning of fiscal year 2003. As a result, the gain on the repurchase of debt during fiscal year 2003, as discussed in Note J, has been reported as other income in continuing operations.

In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), which is effective for exit or disposal activities that are initiated after December 31, 2002. The Company adopted SFAS 146 during fiscal year 2003. SFAS 146 nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring),” and requires that a liability for costs associated with an exit or disposal activity be recognized as incurred. The impact of SFAS 146 will be dependent upon decisions made by the Company in the future.

In January 2003, the Company adopted Financial Accounting Standards Board Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (“FIN No. 45”). The interpretation requires that upon issuance of a guarantee, the entity must recognize a liability for the fair value of the obligation it assumes under that guarantee. The initial recognition and measurement provisions of FIN No. 45 are effective for guarantees issued or modified after December 31, 2002. The Company has not entered into any guarantees after the effective date of FIN No. 45. The disclosure requirements of FIN No. 45 are included in Note M. The adoption of this interpretation has not had a material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity.

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN No. 46”). This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. The Company is currently completing its analysis of the provisions of FIN No. 46 and does not expect its December 15, 2003 adoption to have material impact on its consolidated financial position, consolidated results of operations, or liquidity.

NOTE B—CASH AND SHORT-TERM INVESTMENTS

Cash equivalents are short-term, highly liquid investments with maturities of three months or less at the date of purchase.

Short-term investments consist of corporate, state and municipal, and federal debt securities. Management determines the appropriate classification of the securities at the time of purchase. At September 30, 2003 and 2002, the portfolio of securities was classified as available for sale. These securities are carried at fair value, based on quoted market values, with the unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss). The available-for-sale portfolio is comprised of highly liquid investments available for current operations and general corporate purposes and, accordingly, is classified as a current asset.

46

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as realized gains and losses, are included in Other Income. For the purpose of determining gross realized gains and losses, the cost of securities sold is based on the specific identification method. Gross realized gains and losses on sales of available-for-sale securities were immaterial in fiscal years 2003 and 2002.

Cash and short-term investments at September 30, 2003 and 2002, respectively, are comprised of (in thousands):

September 30,	2003		2002
(in thousands)
Cash and cash equivalents	$	70,049	$	72,820
Short-term investments, including accrued interest of $766 and $701, respectively:
Corporate debt securities		22,634		23,846
State and municipal debt securities		22,331		36,908
Federal debt securities		9,798
Short-term investments		54,763		60,754
Cash and short-term investments	$	124,812	$	133,574

The contractual maturities of short-term investments held at September 30, 2003, are (in thousands):

	Fair Value		Amortized Cost		Weighted Average Contractual Interest Rate
Less than 1 year	$	26,751	$	23,474		1.7	%
1 – 3 years		22,718		22,398		4.1	%
Greater than 3 years		5,294		5,151		5.1	%
Total	$	54,763	$	51,023

NOTE C—LONG-TERM INVESTMENTS

The Company has made investments for strategic business purposes in the common and preferred stock of WebCT, a privately held provider of web-based course tools for the higher education market. The fair value of the investment in WebCT, which is classified as a long-term asset, is not readily determinable; therefore, it is carried at cost adjusted for other-than-temporary impairments discussed below. The Company evaluates its investment in WebCT for other-than-temporary impairment on a quarterly basis. In assessing impairment, the Company reviews the operating performance, cash flow and cash flow forecasts, and private equity transactions of WebCT, and stock prices and equity values of publicly traded peers of WebCT (as determined by the Company). During fiscal years 2002 and 2001, the Company recorded asset impairment charges of $5.4 million and $7.8 million, respectively, related to this investment and in fiscal year 2002, the Company wrote-off the non-compete agreement with WebCT, which had a carrying value of $1.5 million. In fiscal year 2001, the Company earned $2.7 million in shares of WebCT as a result of the joint marketing agreement with WebCT pursuant to which schools with cumulative enrollments totaling one million students licensed a product jointly developed by the Company and WebCT. The common stock received by the Company was recorded at its estimated fair value as determined in the fiscal year 2001 quarter when the Company recorded an impairment charge to the initial investment in WebCT. The carrying value of the investment in WebCT at September 30, 2003 is $4.0 million, which is included in other assets and deferred charges in the consolidated balance sheet. Future charges would be recorded if, at a future measurement date, an additional impairment was found to be other than temporary. At September 30, 2003, the Company owns approximately 11% of the voting shares of WebCT.

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NOTE D—ACQUISITIONS

Effective September 11, 2003, the Company acquired the assets of Newfront Software, Inc. (“Newfront”) for cash consideration of $0.6 million. As a result, the Company acquired the fsaAtlas product and related resources based in Cambridge, MA. Under the terms of the agreement, the Company shall make payments up to three years following the acquisition date contingent upon (i) maintenance fees collected for Newfront customers existing as of the closing date and (ii) license fees earned on sales of the Newfront product. As a result of the fair value of the identifiable acquired net assets being in excess of the cash consideration at September 30, 2003, the Company recorded an accrual of $0.8 million for potential earnout provision payments. Payments in excess of this amount will be included as additional consideration and will likely increase the amount recorded as goodwill. Intangible assets acquired include $0.8 million of purchased software and $0.9 million for customer relationships. The amortization period is five years for both purchased software and customer relationships. The completion of this transaction strengthens the Company’s ability to help U.S. institutions comply with certain federal regulations as well as manage enrollment and visa processing for foreign students, professors, and researchers.

Effective October 23, 2002, the Company acquired Campus Pipeline, Inc. (“Campus Pipeline”) for $36.4 million cash and the assumption by the Company of certain employee bonus and severance obligations totaling $5.2 million (the “Merger Consideration”). Campus Pipeline was a privately held corporation that provided digital and information systems products and services to colleges and universities. In accordance with the merger agreement, $3.5 million of the Merger Consideration was to be held in escrow until December 31, 2003 to secure certain indemnification obligations of the former stockholders of Campus Pipeline in favor of the Company in case of certain breaches of the merger agreement by Campus Pipeline. However, as the Company has made certain claims against the escrow, no funds will be released until these claims are resolved. Pursuant to the merger agreement and Campus Pipeline’s Certificate of Incorporation, holders of common stock of Campus Pipeline were not entitled to receive any portion of the Merger Consideration. The total amount of funds used to pay the Merger Consideration was obtained from the working capital of the Company.

The allocation of the Campus Pipeline purchase price is as follows (in thousands):

Total cost of Campus Pipeline acquisition	$	36,391
Employee bonus and severance obligations		5,191
Accrued acquisition costs		9,011
		50,593
Net tangible assets acquired		12,088
Customer relationships		6,000
Purchased software		3,000
Trade names and trademarks		2,000
Deferred taxes		10,024
		33,112
Total Goodwill	$	17,481

In the first quarter of fiscal year 2003, the Company recorded goodwill of $16.7 million related to the Campus Pipeline acquisition. During the remainder of fiscal year 2003, the Company recorded adjustments to certain accrued acquisition costs, net tangible assets acquired, and deferred taxes, resulting in a net increase to goodwill of $0.8 million. None of the goodwill is deductible for tax purposes. Goodwill includes $9.0 million of costs, including professional fees and other costs directly related to the acquisition. Some of these additional acquisition costs are estimates that may change and cause an adjustment to goodwill. Intangible assets acquired included $6.0 million of customer relationships, $3.0 million of purchased software and $2.0 million of trade names and trademarks. Intangible assets acquired have a weighted-average amortization period of eight years. Additionally the Company recorded a deferred tax asset of $10.0 million primarily to reflect the future benefit of net operating losses of Campus Pipeline. The acquired net operating losses will be used to offset the Company’s future taxable income and expire in various periods ending on or before September 30, 2022. The completion of this transaction provides the Company with core technologies for the e-Education Infrastructure with portal, platform, integration, and content management technologies designed specifically for higher education. Based on open standards, these technologies can be integrated with an institution’s systems to connect information, resources, and constituents.

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Concurrent with the acquisition of Campus Pipeline, the Company began a detailed evaluation of Campus Pipeline’s operations, resulting in a plan to terminate approximately 35 redundant employees and vacate space in a leased facility. The Company provided a reserve of $4.7 million for these actions and anticipates making payments for severance through the second quarter of fiscal year 2004 and for the leased facility through fiscal year 2012. This reserve is included in the $9.0 million accrued acquisition costs discussed above. Additionally the Company assumed certain employee bonus and severance obligations totaling $5.2 million, and anticipates making payments on these obligations through fiscal year 2004. Of the $9.9 million total charges relating to the termination of employees, leased facilities, and employee bonus and severance obligations, the Company made, from the period of acquisition through September 30, 2003, cash payments of $6.7 million related to these charges, primarily for severance obligations. At September 30, 2003, approximately $3.2 million of these accruals remain, principally for lease obligations.

Effective January 10, 2002, the Company acquired USA Education, Inc.’s (commonly known as “Sallie Mae”) student information systems business (the “business”). Under the terms of the agreement, the Company acquired Sallie Mae’s Exeter Student Suite and Perkins/Campus Loan Management product lines and related resources based in Cambridge, MA for approximately $19.6 million cash. The Company could make further cash payments of up to $5.3 million over the four years following the acquisition date, contingent upon the revenue derived from the license or other sale of the purchased product lines over that period. If any subsequent payments are made, they will be treated as additional consideration and will increase the amount recorded as goodwill. The Company does not anticipate making any payments related to this contingency. The Company recorded goodwill of $12.0 million related to the acquisition, all of which is deductible for tax purposes. Included in goodwill is $1.4 million of costs, including professional fees and other costs directly related to the acquisition. Intangible assets acquired included $5.4 million of purchased software and $0.8 million of other intangibles. The weighted-average amortization period is 5 years, 5 years for purchased software and 5 years for other intangibles. The Company purchased the business to increase its market opportunities in the larger school market.

In February 2002, the Company acquired the capital stock of Applied Business Technologies, Inc. (“ABT”) for $16.7 million cash. As a result, the Company acquired ABT’s PowerCAMPUS, IQ.Web and PocketCAMPUS Mobile applications, related resources in Newtown Square, PA, and ABT’s customer base. The Company recorded goodwill of $14.7 million related to the acquisition, of which $4.5 million is deductible for tax purposes. Included in goodwill is $0.5 million of costs, including professional fees and other costs directly related to the acquisition. Intangible assets acquired included $2.8 million of purchased software and $1.8 million of other intangibles. The weighted-average amortization period is 6 years, 5 years for purchased software and 10 years for other intangibles. The completion of this transaction provides the Company with an expanded market share in small to mid-sized institutions (enrollment under 2,500). It also allows the Company to expand its current technology offerings to institutions that have a preference for Microsoft, which provides a technology that is both affordable and easy to manage.

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NOTE E—DIVESTITURES

On March 5, 2003, the Company consummated the sale of its Global Energy and Utilities Solutions (“EUS”) business to Indus International, Inc. (“Indus”), for a sale price of $34.5 million. The Company received cash proceeds of $24.5 million in the second quarter of fiscal year 2003 and $10.0 million in the fourth quarter of fiscal year 2003, upon payment of a promissory note from Indus. In connection with the sale of the EUS business, the Company retained deferred tax assets of $4.2 million and reserves pertaining to restructurings associated with the EUS business of $1.2 million, both of which were previously included in the net assets of the discontinued operations. Additionally, the Company retained liability for claims (including the cost of defense of such claims) arising from certain client matters. At the time of sale, the Company made an assessment of the potential risk associated with these claims and as a result, the Company accrued a $2.0 million reserve for the defense of and resolution of these matters. The legal reserve and deferred tax asset amounts are included in the calculation of the gain on sale. The Company recorded a pretax gain of $7.4 million on the sale, which net of a $0.3 million tax provision that included previously unrecognized deferred taxes primarily from foreign operating losses, produced a net gain of $7.1 million. During the third and fourth quarters of fiscal year 2003, the Company recorded income totaling $0.5 million related to the discontinuation of the EUS business. The results of EUS have been reported as discontinued operations in the consolidated statements of operations.

Revenues from the EUS business for the five-month period ending March 5, 2003 and the years ending September 30, 2002 and 2001 were $23.9, $74.2 and $87.7 million, respectively. The loss from discontinued operations, net of taxes, for the five-month period ending March 5, 2003 and the years ending September 30, 2002 and 2001 were $1.6, $2.5 and $1.1, respectively. The net assets of discontinued operations at September 30, 2002, were $28.9 million.

On May 31, 2002, the Company consummated the sale of its Global Manufacturing & Distribution Solutions (“MDS”) business to Agilisys International Limited (“Agilisys”). The Company sold substantially all of the assets of MDS for net proceeds of $10.5 million. The Company could receive up to an additional $3.0 million based upon the achievement by Agilisys of specified revenue targets over the three-year period subsequent to the sale. During the fourth quarter of fiscal year 2003, the Company sold certain intellectual property rights, which were retained upon sale of the MDS business to Agilisys, for $1.0 million. In connection with the sale of the intellectual property rights, the Company recorded a $1.0 million pretax gain, which net of a $0.3 million tax provision, produced a net gain of $0.7 million. The Company received cash proceeds of $0.3 million and recorded a receivable for the remaining $0.7 million, which is due within 12 months. Additionally in the fourth quarter of fiscal year 2003, the Company initiated the liquidation of several international subsidiaries that had been components of the MDS business, resulting in an additional charge of $0.4 million on the sale of MDS. In the third quarter of fiscal year 2003, the Company recorded an additional $3.5 million tax charge to the discontinued operations of the MDS business. Of this tax charge, $2.8 million was applied to the loss on sale and $0.7 million was applied to loss from the discontinued operations of the MDS business. The charge was determined during preparation of the 2002 tax returns in the current year and relates to (i) additional foreign taxes on the discontinued business for which the Company does not expect to claim foreign tax credits and (ii) revisions to certain deductions which initially had been included in the calculation of the tax benefit on the sale of the MDS business. After consideration of the above, the Company recorded a cumulative loss of $9.8 million, net of a $0.2 million tax benefit on the disposition of the MDS business. The results of MDS have been reported as discontinued operations in the consolidated statements of operations.

MDS revenues for the eight-month period ending May 31, 2002 and the year ending September 30, 2001 were $22.1 and $55.5 million, respectively. The loss from discontinued operations, net of taxes, for the 2002 eight-month period and the year ending September 30, 2001 was $4.4 and $7.8 million, respectively.

On June 29, 2001, the Company completed the sale of its Global Government Solutions (“GGS”) business to Affiliated Computer Services, Inc., (“ACS”), realizing cash proceeds of $85.0 million. These proceeds were reduced by a $3.0 million payment, which was provided for at September 30, 2001, to ACS in the fourth quarter of fiscal year 2002 related to settlement of claims made by ACS. As a result of the disposition, the Company identified opportunities to further reduce and consolidate certain corporate functions, and provided a reserve of $12.8 million for severance and real-estate-related costs associated with such actions. The Company provided an additional $3.1 million and $3.5 million reserve for real-estate-related costs in the years ended September 30, 2003 and September 30, 2002, respectively. As of September 30, 2003, $7.7 million remained accrued for the satisfaction of real-estate obligations. After these provisions, the sale resulted in a cumulative pretax gain of $26.7 million, which net of $10.9 million of income taxes, resulted in a cumulative gain of $15.8 million on the sale of the GGS business. The results of GGS have been reported as discontinued operations in the consolidated statements of operations.

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Revenues from the GGS business were $65.7 for the year ending September 30, 2001. The loss from discontinued operations, net of taxes, for the years ending September 30, 2001 was $2.8 million. Included in the GGS loss for the fiscal year 2001 period was a pretax asset impairment charge of $1.8 million.

NOTE F—PROPERTY AND EQUIPMENT

September 30,	2003		2002
	(in thousands)
Land	$	998	$	998
Building and building improvements		16,985		16,810
Computer equipment & software		34,938		32,807
Other equipment, furniture, fixtures, and leasehold improvements		30,913		27,757
		83,834		78,372
Less accumulated depreciation		58,382		51,107
	$	25,452	$	27,265

Depreciation expense for the years ended September 30, 2003, 2002, and 2001 was $8.5, $8.8, and $9.3 million, respectively.

NOTE G— OTHER ASSETS AND DEFERRED CHARGES

September 30,	2003		2002
	(in thousands)
Deferred tax assets	$	15,780	$	10,718
Investment in WebCT		3,975		3,975
Long-term receivables		800		1,985
Deferred debt issuance expenses (a) (b)		155		711
Deferred costs and sales commissions related to outsourcing
services contracts in progress (a) (c)		722		755
Other		650		805
Total other assets and deferred charges	$	22,082	$	18,949

(a) Shown net of accumulated amortization.

(b) Amortized over the term of the related debt.

(c) Amortized over the remaining term of the outsourcing service contract.

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NOTE H—GOODWILL AND INTANGIBLE ASSETS

The Company’s goodwill was $46.5 and $28.8 million at September 30, 2003, and September 30, 2002, respectively. The increase in goodwill at September 30, 2003, is primarily the result of the Campus Pipeline acquisition (see Note D). The Company is required to test the value of its goodwill at least annually.

The following table sets forth the Company’s amortized and unamortized intangible assets at the periods indicated (in thousands):

	September 30
	2003					2002
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Purchased software	$	16,320	$	(6,969	)	$	12,462	$	(4,558	)
Covenants-not-to-compete		6,065		(6,053	)		6,065		(5,687	)
Customer relationships		8,519		(861	)		1,652		(110)
Trade names and trademarks		2,000		(235	)		—		—
	$	32,904	$	(14,118	)	$	20,179	$	(10,355	)
Unamortized intangible assets
Trade names and trademarks	$	865				$	865
	$	865				$	865

Estimated amortization expense for amortized intangible assets for the next five fiscal years ending September 30, are as follows (in thousands):

Fiscal year
2004	$	3,851
2005		3,838
2006		3,838
2007		2,745
2008		1,279
Thereafter		3,235
Total	$	18,786

Amortization expense on intangible assets was $3.8, $1.3, and $0.8 million for the years ended September 30, 2003, 2002, and 2001, respectively.

NOTE I—ACCRUED EXPENSES

	September 30,
	2003		2002
	(in thousands)
Accrued employee compensation	$	8,339	$	7,760
Accrued costs related to discontinued operations		6,300		7,533
Accrued costs related to acquisitions		4,868		1,174
Accrued third party licenses		3,825		3,256
Accrued payroll withholdings		3,332		4,740
Other		12,328		14,749
Total accrued expenses	$	38,992	$	39,212

NOTE J— DEBT

	September 30,
	2003		2002
	(in thousands)
5% convertible subordinated debentures, due October 15, 2004	$	31,990	$	74,723
Long-Term Debt	$	31,990	$	74,723
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In 1997, the Company issued $74.7 million of convertible subordinated debentures bearing interest at 5% and maturing on October 15, 2004. The debentures are convertible into common stock of the Company at any time prior to redemption or maturity at a conversion price of $26.375 per share, subject to change as defined in the Trust Indenture. The debentures are redeemable at any time after October 15, 2000, at prices from 102.5% of par decreasing to par on October 15, 2003. The fair value, based on quoted market values, of the convertible subordinated debentures at September 30, 2003, was $30.5 million. The Company has 1.2 million shares reserved for issuance related to these debentures. In several transactions during the first and third quarters of fiscal year 2003, the Company repurchased $42.7 million face value of the debentures at prices ranging from $94 to $98, plus accrued interest. The transactions included principal of $41.0 million and interest of $0.9 million for a total payment of $41.9 million including fees. The Company recorded a gain of $1.4 million primarily in the first quarter of fiscal year 2003 related to these transactions, which is included in other income.

Prior to the Company’s acquisition of Campus Pipeline in the first quarter of fiscal year 2003, Campus Pipeline had borrowed funds from a bank and as of the transaction date, October 23, 2002, the outstanding balance was approximately $1.0 million. Shortly after the consummation of the acquisition, the Company repaid the outstanding bank note payable balance in full. This payment is reflected in the financing activities of the Consolidated Statements of Cash Flows.

The Company has a $30 million senior revolving credit agreement, which terminates in June 2004 with optional annual renewals. There were no borrowings outstanding at September 30, 2003 or 2002. The interest rate under the agreement is based on one of three formulae: one tied to the prime rate of the lender, one at a rate offered by the bank, and another tied to the London Inter-Bank Offered Rate (“LIBOR”). The commitment fee on the unused funds available for borrowing under the agreement is 5/16%. The Company has the right to permanently terminate the unused portion of the revolving commitment. As long as there are borrowings outstanding, and as a condition precedent to new borrowings, the Company must comply with certain covenants. Under the covenants, the Company is required to maintain certain financial ratios and other financial conditions. The Company has complied with all covenants and conditions at September 30, 2003. The Company may not pay dividends (other than dividends payable in common stock) or acquire any of its capital stock outstanding without a written waiver from its lender.

Interest paid during the years ended September 30, 2003, 2002, and 2001, was $2.8, $3.9, and $3.8 million, respectively.

NOTE K—BENEFIT PLANS

Stock Option Plans: The Company has stock option plans for the benefit of its key employees and nonemployee directors that provide for the grant of options to purchase the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the grant date.

The Company’s 1994 Long-Term Incentive Plan provides for the issuance of stock options, stock appreciation rights, restricted stock, and other long-term performance awards. At September 30, 2003, only stock options have been issued pursuant to the plan.

There were 1,828,000 shares of common stock reserved for future grants under the stock option plans at September 30, 2003. The outstanding stock options expire on various dates through 2013. Options granted to employees generally have 10-year terms and vest and become fully exercisable at the end of three years of continued employment. There are 1,060,000 options granted to senior management that have 10-year terms and vest and become exercisable in five years from the date of grant and have accelerated vesting if certain performance conditions are met. At September 30, 2003, all of the outstanding options were exercisable. There are 527,200 options granted to senior management that have 10-year terms and vest and become exercisable in three years from the date of grant and have accelerated vesting if certain performance conditions are met. At September 30, 2003, 500,533 of these options were exercisable. In addition, 390,000 options granted to nonemployee directors, of which 222,000 are exercisable at September 30, 2003, have 10-year terms and vest and become exercisable ratably over five years.

The Company accounts for employee stock-based compensation in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). As required under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation, (“SFAS 123”)” the Company provides pro forma disclosure of net income and earnings per share as if the Company had accounted for its stock options using the fair value method as described in that statement.

The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for 2003, 2002, and 2001, respectively: risk-free interest rates of 2.7%, 3.4%, and 4.8%, dividend yields of 0%; volatility factors of the expected market price of the Company’s common stock of 62.2%, 67.6%, and 61.8%, and a weighted-average expected life of the option of four years.

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Following is a summary of the Company’s stock option activity and related information for the years ended September 30 (in thousands, except per share amounts):

	2003					2002					2001
	Shares			Weighted-Average Exercise Price		Shares			Weighted-Average Exercise Price		Shares			Weighted-Average Exercise Price
Outstanding at beginning of year		5,160		$	13.70		5,623		$	13.77		5,505		$	14.00
Granted		1,259			9.97		682			12.19		877			10.94
Exercised		(468	)		7.65		(395	)		7.16		(370	)		6.88
Cancelled		(1,313	)		15.71		(750	)		16.27		(389	)		17.22
Outstanding at end of year		4,638		$	12.73		5,160		$	13.70		5,623		$	13.77
Options exercisable at year end		3,087		$	13.89		4,041		$	14.10		3,958		$	13.62
Weighted-average fair value of options granted during the year				$	5.31				$	6.62				$	5.61

The following table summarizes information about stock options outstanding and exercisable at September 30, 2003 (in thousands, except per share amounts):

		Outstanding						Exercisable
Range of Exercise Prices		Shares		Weighted-Average Remaining Contractual Life (yrs.)		Weighted-Average Exercise Price		Shares		Weighted-Average Exercise Price
$	6.75 – 9.69		1,470		2.17	$	9.11		1,259	$	9.18
	9.88 – 14.63		2,134		7.38		11.31		813		12.44
	14.75– 24.38		1,034		3.78		20.80		1,015		20.91
$	6.75 – 24.38		4,638		4.92	$	12.73		3,087	$	13.89

Employee Stock Purchase Plan: During fiscal year 2001, the Company’s shareholders approved the Employee Stock Purchase Plan, which provides for the purchase of up to 500,000 shares of the Company’s common stock. Employees may authorize the Company to withhold up to 10% of their compensation during any offering period, subject to certain limitations. The purchase price per share is 85% of the fair market value on the last business day of each monthly offering period. In fiscal years 2003, 2002 and 2001, the Company sold 59,000, 48,000, and 23,000 shares, respectively, under this plan.

Employee Stock Ownership Plan:The Company has a noncontributory Employee Stock Ownership Plan (“ESOP”) covering eligible employees. The ESOP provides for the Employee Stock Ownership Trust (“ESOT”) to distribute shares of the Company’s common stock as retirement and/or other benefits to the participants. The Company discontinued its contributions to the ESOT subsequent to the 1986 plan year. In accordance with the terms of the ESOP, the total amounts then allocated to the accounts of the participants immediately vested. As of September 30, 2003, there were 1,553,878 shares held by the ESOT.

Restricted Stock Plans:The Company had an Employees’ Restricted Stock Purchase Plan, which has been terminated, pursuant to which shares of the Company’s common stock were sold to key employees at 40% of the fair market value of unrestricted shares on the date of sale. The shares are restricted, and may not be sold, transferred, or assigned other than by an exchange with the Company for a number of shares of common stock not so restricted, to be determined by a formula. The formula reduces the number of unrestricted shares to be exchanged to give effect to the 60% reduction from fair market value of shares not so restricted. Certain of the shares sold are subject to the Company’s option to repurchase a fixed percentage of the shares during a specified period at the employee’s purchase price plus 10% a year from the date of purchase in the event of certain terminations of employment. As of September 30, 2003 and 2002, there were approximately 160,000 restricted shares sold but not exchanged for unrestricted shares.

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Savings Plan: The Company also provides a defined contribution 401(k) plan to substantially all its U.S. employees, whereby the Company may make matching contributions equal to a percentage of the contribution made by participants. One half of the Company’s contributions are used to buy shares of the Company’s common stock. Expenses, net of the effect of forfeitures, under this plan for the years ended September 30, 2003, 2002, and 2001, were $2.7, $2.0, and $1.2 million, respectively.

NOTE L—INCOME TAXES

Income (loss) from continuing operations before income taxes consists of the following (in thousands):

	Year Ended September 30,
	2003			2002		2001
U.S. operations	$	30,021		$	12,247	$	11,786
International operations		(472	)		828		(1,180	)
	$	29,549		$	13,075	$	10,606

The components of the provision for income taxes on income from continuing operations are as follows (in thousands):

	Year Ended September 30,
	2003		2002		2001
Current:
Federal	$	6,308	$	4,236	$	13,326
State		2,724		2,340		3,150
International		283		176		91
Total Current		9,315		6,752		16,567
Deferred (benefit)/expense (primarily federal)		2,854		(1,162)		(12,348	)
	$	12,169	$	5,590	$	4,219

A reconciliation of the provision for income taxes on income from continuing operations to the federal statutory rate follows:

	Year Ended September 30,
	2003			2002			2001
Expected federal tax rate		35.0	%		35.0	%		35.0	%
Adjustments due to:
Effect of state and local taxes		8.1	%		11.1	%		9.0	%
Research and development tax credit		–6.1	%		–8.2	%		–7.0	%
Other – primarily non-deductible expenses and foreign rate differences		4.2	%		4.9	%		2.8	%
		41.2	%		42.8	%		39.8	%

Income taxes paid during fiscal years ended September 30, 2003, 2002, and 2001, were $8.0, $24.0, and $13.2 million, respectively.

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The tax effects of the temporary differences that give rise to the significant portions of the deferred tax assets and liabilities of continuing operations are as follows (in thousands):

	September 30,
	2003			2002
Deferred Tax Assets
Purchased research and development	$	746		$	949
Accrued expenses and reserves		6,630			6,864
Tax credits and loss carryforwards		12,722			248
Purchased software		—			616
Investment impairments and losses in equity investments		3,585			6,469
Unbilled accounts receivable		597			—
Valuation Allowance		(457	)		—
Total Deferred Tax Assets		23,823			15,146
Deferred Tax Liabilities
Depreciation and amortization		(1,160	)		(731)
Unbilled accounts receivable		—			(1,872)
Software capitalization		(883	)		(1,746)
Purchased software		(946	)		—
Total Deferred Tax Liabilities		(2,989	)		(4,349)
Net Deferred Tax Asset	$	20,834		$	10,797

As of September 30, 2003, SCT had a federal net operating loss carryforward of $74.6 million, which begin to expire in 2018. The entire amount was acquired in the Campus Pipeline acquisition. Due to the Campus Pipeline ownership change, the use of the net operating loss carryforward could be substantially limited by Section 382 of the Internal Revenue Code. Based on an analysis performed by the Company, it is anticipated that $33.6 million of the Campus Pipeline net operating loss will be available for utilization after Section 382 limitations. Accordingly, a deferred tax asset based on this amount was recorded at the acquisition date being available to offset future reversing temporary differences and future taxable income.

NOTE M—PRODUCT DEVELOPMENT, COMMITMENTS, AND OTHER ITEMS

Product development expenditures, including software maintenance expenditures, for the years ended September 30, 2003, 2002, and 2001, were approximately $42.6, $30.0, and $29.6 million, respectively. In fiscal years 2003, 2002 and 2001, no amounts were capitalized and the above amounts were charged to operations as incurred. For fiscal years 2003, 2002, and 2001, amortization of capitalized software costs (not included in expenditures above) amounted to $2.2, $2.6, and $2.8 million, respectively.

Rent expense for the years ended September 30, 2003, 2002 and 2001, was $5.6, $5.6, and $5.8 million, respectively. The Company leases office space under noncancellable lease agreements. These leases expire through 2012 and most contain renewal options. Aggregate rentals payable under significant noncancellable lease agreements with initial terms of one year or more as of September 30, 2003, are as follows (in thousands):

Fiscal Year	Amount
2004	$	7,245
2005		6,353
2006		5,439
2007		5,332
2008		4,261
Thereafter		2,845
	$	31,475

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The Company has guaranteed the obligations under a lease agreement assigned by the Company. Such guarantee is effective through the end of the lease term, which is March 2013. If the current leaseholder fails to meet its payment obligations under the assigned lease, the Company would be responsible for payments up to a maximum of $2.5 million. Based on experience with these arrangements, the Company believes that any obligations that may arise will not be material. Should the Company be required to make any payments under the guarantee, it would then seek recourse from the current leaseholder.

NOTE N—RETIREMENT AND RESTRUCTURING CHARGES

On May 1, 2003, as part of its repositioning initiative, the Company implemented a restructuring action, principally in product and product support activities, to improve fundamental business processes and reduce costs. This resulted in the termination of approximately 85 employees. In connection with this, the Company recorded a restructuring charge of approximately $1.7 million, principally for severance payments. Through the fourth quarter of fiscal year 2003, the Company made payments of $1.5 million related to these charges. At September 30, 2003, $0.2 million of the accrual remains and payments are expected to continue through the second quarter of fiscal 2004. The Company believes this amount is adequate to cover remaining obligations.

In the second quarter of fiscal year 2003, the Company implemented a restructuring action, principally in professional services, to better align resources with available backlog. This resulted in a restructuring charge of $1.5 million for severance payments related to the reduction in force of 65 employees. Through September 30, 2003, the Company made payments of $1.2 million related to these charges. At September 30, 2003, $0.3 million of the accrual remains and payments are expected to continue through the fourth quarter of fiscal 2004. The Company believes this amount is adequate to cover remaining obligations.

In the second quarter of fiscal year 2002, Michael J. Emmi, former President, Chief Executive Officer, and Chairman of the Board of Directors retired from the Company. In connection with his retirement, Mr. Emmi received a compensation package including a reduction of indebtednesses of $0.07 million, the continuation of his life and health insurance and other fringe benefits for periods ranging from two to five years, as well as an assignment to him of life insurance policies covering him, and the immediate vesting of certain rights under other compensation plans. All Company stock options held by Mr. Emmi became vested and were amended to permit Mr. Emmi to exercise them by the earlier of their original expiration date or two years from the date of his resignation. The Company recorded a charge of approximately $3.5 million related to the above actions in the second quarter of fiscal year 2002. During fiscal year 2003, the Company made payments of $0.2 million related to these charges and based on the remaining obligations the Company reduced the accrual by $0.1 million. At September 30, 2003, $0.4 million of the accrual remains and payments are expected to continue through the fourth quarter of fiscal 2005. The Company believes this amount is adequate to cover remaining obligations.

Also, during the quarter ended March 31, 2002, the Company implemented a restructuring action, which included the termination of employees, management changes, discontinuation of non-critical programs and the disposition of related assets. During that quarter, the Company recorded a charge of $1.4 million related to severance payments and disposition of assets. During fiscal year 2003, the Company made payments of $0.4 million related to these charges. As of September 30, 2003, the charges recorded to this accrual are complete and no accrual remains related to these obligations.

During the third quarter of fiscal year 2001, the Company implemented a restructuring action that included the termination of employees, management changes, consolidation of certain facilities, and discontinuation of non-critical programs. The Company accrued $2.0 million related to severance and termination benefits and $0.4 million of other costs based on a termination plan developed by management in consultation with the Board of Directors. The accrual was fully utilized as of September 30, 2002.

	Employee Costs			Other			Total
		(in thousands)
Provision for restructuring charges	$	2,081		$	404		$	2,485
Cash payments		(1,360	)		—			(1,360	)
Non-cash items		(200	)		(404	)		(604	)
Balance as of September 30, 2001		521			—			521
Provision for restructuring charges		4,874			—			4,874
Cash payments		(2,769	)		—			(2,769	)
Non-cash items		(1,525	)		—			(1,525	)
Balance as of September 30, 2002		1,101			—			1,101
Provision for restructuring charges		3,190			—			3,190
Cash payments		(3,279	)		—			(3,279	)
Non-cash items		(132	)		—			(132	)
Balance as of September 30, 2003	$	880		$	—		$	880

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NOTE O—OTHER INCOME

	Year Ended September 30,
	2003		2002		2001
		(in thousands)
Interest income	$	2,554	$	3,956	$	5,297
Gain on bond repurchases		1,383		—		—
Miscellaneous other, net		198		25		(107	)
	$	4,135	$	3,981	$	5,190

NOTE P—RELATED PARTY TRANSACTIONS

At September 30, 2003, the Company has an ownership interest in and a joint marketing agreement with WebCT. Under the joint market agreement, the Company earned commissions of $0.1 and $0.5 million in fiscal years 2003 and 2002, respectively. In the third quarter of fiscal year 2001, the Company earned $2.7 million in shares of WebCT. The Company has a net payable to WebCT of $1.3 million at September 30, 2003 and September 30, 2002.

The Company has loans and advances outstanding to non-officer employees totaling $0.7 and $1.1 million at September 30, 2003 and 2002, respectively.

NOTE Q—QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly results of operations for the years ended September 30, 2003 and 2002 (in thousands, except per share amounts):

	Three Months Ended
	December 31,							March 31,						June 30,						September 30,
	2002(a)				2001			2003(b)			2002(c)			2003(d)			2002(e)			2003(f)			2002(g)
Revenues		$	61,030		$	49,472		$	64,860		$	57,312		$	67,371		$	60,891		$	76,378		$	65,882
Gross profits			20,174			17,423			20,344			19,833			26,369			22,932			36,738			28,803
Operating income			1,896			2,804			988			548			7,504			915			16,974			9,030
Other income			1,945			1,497			483			1,217			782			517			925			750
Other expense			(504	)		(1,046	)		(492	)		(1,047	)		(484	)		(1,064	)		(468	)		(1,046)
Income from continuing operations before income taxes			3,337			3,255			979			718			7,802			368			17,431			8,734
Provision for income taxes			1,335			1,361			396			208			3,234			527			7,204			3,494
Income (loss) from continuing operations			2,002			1,894			583			510			4,568			(159	)		10,227			5,240
Income (loss) from discontinued operations			217			(1,332	)		4,839			(10,738	)		(3,534	)		(280	)		(1,400	)		(4,210)
Net income (loss)		$	2,219		$	562		$	5,422		$	(10,228	)	$	1,034		$	(439	)	$	8,827		$	1,030
Income (loss) from continuing operations per common share		$	0.06		$	0.06		$	0.02		$	0.02		$	0.14		$	—		$	0.30		$	0.16
Income from continuing operations per share – assuming dilution		$	0.06		$	0.06		$	0.02		$	0.02		$	0.14		$	—		$	0.30		$	0.16
Income (loss) from discontinued operations per common share		$	0.01		$	(0.04	)	$	0.14		$	(0.32	)	$	(0.11	)	$	(0.01	)	$	(0.04	)	$	(0.13)
Income (loss) from discontinued operations per share – assuming dilution		$	0.01		$	(0.04	)	$	0.14		$	(0.32	)	$	(0.11	)	$	(0.01	)	$	(0.04	)	$	(0.13)
Net income (loss) per common share		$	0.07		$	0.02		$	0.16		$	(0.31	)	$	0.03		$	(0.01	)	$	0.26		$	0.03
Net income (loss) per share – assuming dilution		$	0.07		$	0.02		$	0.16		$	(0.31	)	$	0.03		$	(0.01	)	$	0.26		$	0.03

58

(a) Income (loss) from continuing operations includes a pretax gain of $1,350 on the repurchase of 5% convertible subordinated debentures (Note J).

(b) Income (loss) from continuing operations includes a pretax restructuring charge of $1,520 (Note N) and income (loss) from discontinued operations includes a pretax gain on the sale of the EUS business of $7,498 (Note E).

(c) Income (loss) from continuing operations includes a pretax restructuring charge of $4,874 (Note N) and income (loss) from discontinued operations includes a pretax loss on the sale of the MDS business of $10,488 (Note E).

(d) Income (loss) from continuing operations includes a pretax restructuring charge of $1,670 (Note N) and income (loss) from discontinued operations includes a $3,500 tax charge to the discontinued operations of the MDS business

(e) Income (loss) from continuing operations includes a pretax asset impairment charge of $5,425 (Note C).

(f) Income (loss) from discontinued operations includes a $3,100 provision for real-estate-related costs (Note E).

(g) Income (loss) from discontinued operations includes a $3,500 provision for real-estate-related costs (Note E).

NOTE R—CONTINGENCY

In connection with the sale of the EUS business, the Company agreed to indemnify the Purchaser against all losses arising from certain claims asserted against the Company. The Company maintained the exclusive right to control the defense of these claims. At the time of sale, the Company made an assessment of the potential risk associated with these claims and as a result, a $2.0 million reserve was established for the defense of and resolution of these claims. This amount is included in the calculation of the gain on sale of the EUS business. Additionally, the Company agreed to indemnify the purchaser for breaches of representations and warranties made by the Company in the agreement. If indemnity claims are made against the Company, the proceeds received by the Company for the sale may be subject to adjustment. After consideration of the accrual for the aforementioned legal matters, in the opinion of management any further indemnity obligations of the Company that may result would not materially affect the Company’s consolidated financial statements.

The Company is also involved in other legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not materially affect the Company’s consolidated financial statements.

NOTE S — SUBSEQUENT EVENT

Effective December 10, 2003, the Company reached a definitive agreement with SunGard Data Systems Inc. for the acquisition by SunGard of all of the shares of SCT for $16.50 per share in cash. Based on SCT’s approximately 35.4 million fully diluted common shares outstanding, the transaction has an aggregate value of approximately $584.0 million. The board of directors of each company has approved the transaction. The consummation of the transaction is subject to the approval of SCT’s stockholders and other customary conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is expected to be completed in the Company’s second quarter of fiscal year 2004.

59

On December 10, 2003, the Company announced that it will be redeeming its 5% Convertible Subordinated Debentures which mature on October 15, 2004. There are $32.0 million of debentures outstanding. The debentures will be redeemed at face value in the Company’s second quarter of fiscal year 2004. There is no expected gain or loss on this transaction.

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Systems & Computer Technology Corporation

We have audited the accompanying consolidated balance sheets of Systems & Computer Technology Corporation as of September 30, 2003 and 2002, and the related consolidated statements of operations, cash flows, and stockholders’ equity for each of the three years in the period ended September 30, 2003. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Systems & Computer Technology Corporation at September 30, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
October 28, 2003, except for Note S as to which
the date is December 10, 2003

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not Applicable.

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ITEM 9.A.     CONTROLS AND PROCEDURES.

The Company, under the supervision and with the participation of its executive management team, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act reports was recorded, processed, summarized and reported within the applicable time periods.

Since the Evaluation Date, there have been no significant changes to the Company’s internal controls or, to the Company’s knowledge, in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The Directors and Executive Officers of the Company are:

DIRECTORS

Name	Age	Positions with the Company, Principal Occupation and Other Directorships	Has Been a Director Since	Expiration of Current Term
Gabriel A. Battista* +	59	Chairman of the Board and Chief Executive Officer of Talk America Holdings, Inc., f/k/a Talk.com, Inc., f/k/a Tel—Save.Com, Inc., since January 1999; Chief Executive Officer of Network Solutions, Inc. from October 1996 through December 1998.	1996	2006
Robert M. Gavin, Jr.#+	63	Interim President, Science Museum of Minnesota since June 10, 2003; Independent educational consultant since September 2001; President, Cranbrook Education Community from July 1997 to August 2001. Dr. Gavin is also a director of Hartford Mutual Funds.	2002	2006
Michael D. Chamberlain	59	President and Chief Executive Officer of the Company since January 2002; President and Chief Operating Officer of the Company from October 2001 to January 2002; President, SCT Global Operations from July 1999 to October 2001; President, SCT Software Group from May 1994 to July 1999. From September 1986 to May 1994, Mr. Chamberlain served as President of the Company’s education solutions business.	1989	2004

61

Name Age Positions with the Company, Principal
Occupation and Other Directorships Has Been
a Director
Since Expiration of
Current Term

Thomas I. Unterberg	72	Co-Founder and Chairman of C.E. Unterberg, Towbin since June 1989. Mr. Unterberg is also a director of: Rumson-Fairhaven Bank & Trust, where he serves on the Compensation Committee; Electronics For Imaging, Inc., where he also serves on the Compensation Committee; and ServiceWare Technologies, Inc.	1982	2004
Allen R. Freedman*#	63	Non-executive Chairman of the Board of the Company since January 2002; Principal of A.R. Freedman and Company since 2000. Mr. Freedman is also a director of Fortis, Inc., where he serves on the Compensation Committee. He was Managing Director, Fortis International N.V. from January 1987 until he retired on July 31, 2000, and Chairman and Chief Executive Officer of Fortis, Inc. from November 1990 until he retired on July 31, 2000.	1982	2005
Eric Haskell	57	Executive Vice President, Finance and Administration, Treasurer and Chief Financial Officer of the Company since October 2002; Senior Vice President, Finance and Administration, Treasurer and Chief Financial Officer of the Company from July 1990 to October 2002; Vice President, Finance and Administration, Treasurer and Chief Financial Officer of the Company from March 1989 to July 1990. Mr. Haskell also serves as a director of Triton PCS Holdings, Inc.	2002	2005
Martin Ringle#+	54	Chief Technology Officer for Reed College since 1989.	2003	2004
Debra Isenberg*	52	Associate Partner of EMM Group since July 2003; Managing Director and Chief Marketing Officer of CSFBdirect from 2000-2002; Managing Director of Americas Marketing for UBS AG from 1999-2000; Principal of Isenberg Consulting from 1998-1999; Senior Vice President of Global Marketing for Dow Jones & Company, Inc. from 1997-1998.	2003	2004

* Member of the Audit Committee

# Member of the Nominating and Governance Committee

+ Member of the Compensation Committee

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EXECUTIVE OFFICERS

Name	Age	Positions with the Company, Principal Occupation and Other Directorships
Michael D. Chamberlain	59	See Information in Directors’ Table
Eric Haskell	57	See Information in Directors’ Table
Richard Blumenthal	55	Executive Vice President, General Counsel and Secretary of the Company since October 2002; Senior Vice President, General Counsel and Secretary of the Company from July 1990 to October 2002; Vice President, General Counsel and Secretary of the Company from July 1987 to July 1990; General Counsel of the Company since December 1985
Brian Madocks	47	Executive Vice President, Field Operations since October 2003; Senior Vice President of Sales for the Company from August 2003 through September 2003; Senior Vice President & General Manager for Financial Services & Telecommunications for SAP America, Inc. from January 2003 until April 2003; Senior Vice President & General Manager for the Services Sector for SAP America, Inc. from 2001 to 2002; Senior Vice President & General Manager for Financial Services for SAP America, Inc. from April 2000 through December 2000; President, North America Operations, for Princeton Financial Systems from 1998 to 2000

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities (collectively, “Reporting Persons”), to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the common stock and other equity securities of the Company. Reporting Persons are also required to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely upon review of the copies of Section 16(a) reports furnished to us and written representations of Reporting Persons that no other reports were required with respect to fiscal 2003, all Section 16(a) filing requirements applicable to the Reporting Persons were met.

CODE OF ETHICS

The Board of Directors has a adopted a Code of Business Conduct and Ethics, which has been filed as an exhibit to this Form 10-K. The Company intends to satisfy the amendment and waiver disclosure requirements under applicable securities regulations by posting any amendments of or waivers to the Code of Business Conduct and Ethics on the Company’s web site.

Audit Committee Financial Expert.

The Board of Directors has determined that the Audit Committee does not have an “audit committee financial expert” as that term is defined in the Securities and Exchange Commission rules and regulations. However, the Board of Directors believes that each of the members of the Audit Committee has demonstrated that he or she is capable of analyzing and evaluating the Company’s financial statements and understanding internal controls and procedures for financial reporting. As the Board of Directors believes that the current members of the Audit Committee are qualified to carry out all of the duties and responsibilities of the Company’s Audit Committee, the Board does not believe that it is necessary at this time to actively search for an outside person to serve on the Board of Directors who would qualify as an audit committee financial expert.

ITEM 11.     EXECUTIVE COMPENSATION.

Cash and Non-Cash Compensation Paid to Certain Executive Officers

The following table sets forth, for the fiscal years ended September 30, 2001, 2002 and 2003, respectively, certain compensation information with respect to: (a) the Company’s Chief Executive Officer; and (b) each of the four other most highly compensated executive officers of the Company whose total annual salary and bonus for fiscal 2003 exceeded $100,000 and who (except as noted below) were serving at the end of fiscal 2003, based on the salary and bonus earned by such executive officers during fiscal 2003 (collectively, the “named executive officers”):

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SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Long-Term Compensation Awards Securities Underlying Options (#)	All Other Compensation ($)(2)
Michael D. Chamberlain	2003	$	478,604	$	455,869	150,000	$	6,528
President and Chief	2002	$	447,050	$	392,600	20,000	$	33,161
Executive Officer	2001	$	369,550	$	109,500	40,000	$	28,572
Eric Haskell	2003	$	350,000	$	260,307	50,000	$	6,528
Executive Vice President,	2002	$	345,200	$	243,840	15,000	$	20,392
Finance and Administration, Treasurer and Chief Financial Officer	2001	$	325,800	$	80,000	30,000	$	19,161
Richard A. Blumenthal	2003	$	270,500	$	199,977	42,500	$	6,371
Executive Vice President,	2002	$	266,825	$	186,410	12,500	$	18,192
General Counsel and Secretary	2001	$	252,050	$	61,250	25,000	$	16,457
Roy Zatcoff (3)	2003	$	252,633	$	-0-	42,500	$	5,691
Executive Vice President,
Product and Marketing Operations
Robert L. Moul (4)	2003	$	265,800	$	-0-	42,500	$	5,628
President,
Field Operations

(1) The amounts shown for fiscal 2003 represent the sum of transaction bonuses (discussed below) for Messrs. Chamberlain, Haskell and Blumenthal in the amounts of $124,269, $85,607, and $66,277, respectively; and performance bonuses for Messrs. Chamberlain, Haskell and Blumenthal in the amounts of $331,600, $174,700 and $133,700, respectively.

(2) The amounts shown for fiscal 2003 represent the sum of the following: (a) Company matching contributions to each of the named executive’s accounts in the Company’s 401(k) retirement plan in the following amounts: Mr. Chamberlain, $6,000; Mr. Haskell, $6,000; Mr. Blumenthal, $5,843; Mr. Moul, $5,100; and Mr. Zatcoff, $5,241; (b) the following premiums paid by the Company on life insurance policies under which each named executive officer is the named insured and has the right to name the beneficiary: Mr. Chamberlain, $528; Mr. Haskell, $528; Mr. Blumenthal, $528; Mr. Moul, $528; and Mr. Zatcoff, $450.

(3) Mr. Zatcoff first became an executive officer of the Company in October 2002 and resigned from the Company on August 6, 2003.

(4) Mr. Moul first became an executive officer of the Company in October 2002 and resigned from the Company on September 30, 2003.

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Stock Options Granted to Certain Executive Officers During Last Fiscal Year

The following table sets forth certain information regarding options for the purchase of the Company’s common stock that were awarded to the named executive officers during fiscal 2003:

OPTION GRANTS IN FISCAL YEAR ENDED SEPTEMBER 30, 2003

	Individual Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation For Option Term (1)(2)
Name	Number of Securities Underlying Options Granted (#)	% of Total Options Granted to Employees in Fiscal Year		Exercise or Base Price ($/ Sh)		Expiration Date	5% ($)		10% ($)
Michael D. Chamberlain	100,000	8.3	%	$	10.14	11/18/12	$	655,617	$	1,644,586
Michael D. Chamberlain	50,000	4.1	%	$	7.15	10/16/12	$	240,712	$	595,052
Richard A. Blumenthal	42,500	3.5	%	$	10.14	11/18/12	$	278,637	$	698,949
Eric Haskell	50,000	4.1	%	$	10.14	11/18/12	$	327,809	$	822,293
Robert L. Moul(3)	42,500	3.5	%	$	10.14	11/18/12	$	278,637	$	628,949
Roy Zatcoff(3)	42,500	3.5	%	$	10.14	11/18/12	$	278,637	$	628,949

(1) The potential realizable value portion of the foregoing table illustrates value that might be realized upon the exercise of the options immediately prior to the expiration of their term, assuming the specified compounded rates of appreciation on the common stock over the term of the options. These numbers do not take into account provisions of certain options providing for termination of the option following termination of employment, non-transferability or vesting over a period of years.

(2) All options reported in this table were granted pursuant to the Company’s 1994 Long-Term Incentive Plan, pursuant to which one-third (1/3) of the options granted become exercisable on the first anniversary of the grant date, and an additional one-third (1/3) become exercisable on each of the second and third anniversaries of the grant date. The right to exercise the options expires ten (10) years after the grant date. All of the options were granted on November 18, 2002, excepting that 50,000 options were granted to Mr. Chamberlain on October 16, 2002.

(3) Mr. Zatcoff resigned on August 6, 2003 and Mr. Moul resigned on September 30, 2003. These options terminated as a result of the resignations.

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Stock Options Exercised by Certain Executive Officers During Fiscal 2003 and Held by Certain Executive Officers at September 30, 2003

The following table sets forth certain information regarding options for the purchase of the Company’s common stock that were exercised and/or held by the named executive officers during fiscal 2003:

AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED SEPTEMBER 30, 2003 AND FISCAL YEAR-END 2003 OPTION VALUES

Name	Shares Acquired on Exercise (#)	Value Realized		Number of Securities Underlying Unexercised Options at FY-End (#) Exercisable/Unexercisable	Value of Unexercised In-the-Money Options at FY-End ($) Exercisable/ Unexercisable(1)
Michael D. Chamberlain	37,438	$	232,396	188,148/176,668	$	42,383/194,500
Eric Haskell	0	$	-0-	290,800/70,000	$	168,737/15,000
Richard A. Blumenthal	0	$	-0-	278,532/59,168	$	178,965/12,750
Robert L. Moul	33,333	$	106,425	17,998/70,169	$	-0-/28,550
Roy Zatcoff	65,000	$	127,887	-0-/-0-	$	-0-/-0-

(1) The values in this column are based on the closing price of the Company’s common stock of $10.44 on September 30, 2003, the last trading day of fiscal 2003.

Transaction Bonus Compensation Arrangements

Messrs. Chamberlain, Haskell and Blumenthal are each a party to an agreement with the Company pursuant to which the named executive is entitled to a bonus upon the sale of all or substantially all of the assets of any of the Company’s business units, or upon a change in control of the Company in its entirety. Upon the occurrence of such a transaction, the Company will establish a transaction bonus pool, equal to .8% of the gross value of all cash, securities and other property paid to the Company or its stockholders as the purchase price for the transaction in question. Under the terms of their respective agreements with the Company, Mr. Chamberlain is entitled to 45%, Mr. Haskell is entitled to 31%, and Mr. Blumenthal is entitled to 24% of the applicable transaction bonus pool.

Based upon the terms of its agreement with each of the named executives, the Company paid transaction bonuses to Messrs. Chamberlain, Haskell and Blumenthal during fiscal 2003 in connection with the Company’s sale of its utilities software and services business.

Severance Agreements

The Company has Severance Agreements with Messrs. Chamberlain, Haskell, and Blumenthal (the “Executives”) in order to reinforce and encourage the continued attention and dedication of the Executives to their assigned duties without the distraction which may arise in the event of a change of control. Under the Severance Agreements, the Company agrees to pay the Executives certain specified severance payments and benefits in the event that their employment with the Company is terminated in connection with a change in control. Each Executive, in turn, agrees, for a one-year period following the date of his or her termination resulting from a change in control, not to solicit or take away any customers or employees of the Company that are or were customers or employees during his employment with the Company.

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Among the benefits conferred, the Severance Agreements provide for the payment to the Executives of a specified multiplier times the sum of: (i) the higher of the Executive’s annual base salary in effect immediately prior to the notice of termination or immediately prior to the change in control; and (ii) the higher of the target bonus for the year in which the termination occurs or the highest bonus paid or payable to the applicable Executive for any of the previous five years. With respect to this calculation, the applicable multiplier for Messrs. Chamberlain, Haskell, and Blumenthal is three. In addition to the payment described above, the Severance Agreement requires the Company, for a period of 36 months after the date of a covered termination, to provide the named executive officers with life, disability, accident and health insurance benefits substantially similar to those which the named executive officer received immediately prior to the notice of termination, unless the named executive officer is otherwise offered or provided comparable benefits without cost during such period. The Severance Agreement also provides that the Company will indemnify the Executives from certain legal and other expenses incurred in connection with a termination of his employment, as well as from certain excise taxes which may be levied upon the severance payments and other benefits conferred to the Executive upon a change of control.

Messrs. Chamberlain, Haskell and Blumenthal also have agreements with the Company that provide, among other things, that if such executive were terminated without cause (other than in connection with a change in control of the Company), he would receive the following benefits: (1) two times his annual base salary as in effect on the date of termination of employment; (2) continuation of all employer-provided insurance coverage for two years following the date of termination of employment; (3) all options to purchase securities of the Company held by him on the date of termination of his employment immediately vest and may be exercised for two years following the date of termination of employment; and (4) if applicable, an additional sum of cash which compensates him in full for the imposition of any additional income tax and/or excise tax or penalty which may be levied upon the severance payments and other benefits conferred to him under the agreement.

In addition to the above, the stock option agreements held by Messrs. Chamberlain, Haskell and Blumenthal provide for accelerated vesting of options upon a change of control.

Retirement Arrangement

Effective January 2, 2002, Michael J. Emmi retired from the Company and resigned as the Company’s Chairman of the Board, President and Chief Executive Officer, as a member of the Company’s Board of Directors and as an officer and director of all the Company’s subsidiaries. In connection with his retirement, Mr. Emmi agreed not to compete with the Company’s education business for three years or with the Company’s remaining businesses for two years, and Mr. Emmi in turn received certain compensation during fiscal 2002 which was discussed in the Company’s Proxy Statement for the 2003 Annual Meeting of Stockholders. The Company also agreed to continue to provide Mr. Emmi with life and health insurance and other fringe benefits for periods ranging from two to five years, as well as to assign life insurance policies covering Mr. Emmi, and Mr. Emmi. In addition to the above, all Company stock options held by Mr. Emmi became vested and were amended to permit Mr. Emmi to exercise them by the earlier of their original expiration date or two years from the date of his resignation.

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During the fiscal year ending September 30, 2003, the Company paid Mr. Emmi $155,428 for life and health insurance policies as well as other fringe benefits required to be paid by the Company pursuant to his retirement arrangement. In addition, effective October 1, 2003, Mr. Emmi’s Retirement Agreement was amended to provide that, in discharge of the Company’s obligations to pay premiums for certain split dollar life insurance policies through the fifth anniversary of Mr. Emmi’s retirement, the Company will pay him $343,793 by January 1, 2004.

Separation Arrangements

On September 15, 2003, the Company entered into an employment separation agreement with Robert L. Moul, the former President, Field Operations for the Company. Under the terms of the separation agreement, in exchange for a release of all claims, the Company agreed to pay Mr. Moul severance compensation in the amount of $22,150 per month for the period from October 1, 2003 through March 31, 2004, inclusive; and thereafter, to continue to pay Mr. Moul severance compensation in the amount of $22,150 per month through September 30, 2004, unless, prior to that date, Mr. Moul accepted a full-time position with another employer. During the period that Mr. Moul is receiving the severance compensation from the Company: (a) the Company is required to allow Mr. Moul to participate in the Company’s medical and dental insurance plans, provided that he pays the premiums he would otherwise have paid for such coverage as an employee of the Company; and further, (b) the Company is required to pay the premiums for an executive life insurance policy that the Company provided to Mr. Moul during his term as the Company’s President, Field Operations. In return for the consideration described above, Mr. Moul agreed not to compete with certain competitors of SCT during the period in which severance compensation is paid to him, and further agreed not to solicit or take away employees from SCT through March 31, 2005.

Compensation of Directors

Members of the Board of Directors who are officers of the Company are not separately compensated for serving on the Board of Directors. Mr. Freedman receives a monthly fee of $13,000 from the Company for his services as the Company’s non-executive Chairman of the Board. Each non-employee director (including Mr. Freedman) receives an annual cash retainer of $40,000, payable in four equal quarterly installments. All directors are reimbursed for reasonable expenses incurred in connection with their attendance at Board and committee meetings. Pursuant to the 1994 Non-Employee Director Plan, as amended (the “Plan”), the Board of Directors is authorized to grant options to non-employee directors in such amounts as the Board may determine, subject to the limitation that no non-employee director will be eligible to receive an option grant any sooner than five years after the date that such director was last granted options under the Plan. One-fifth (1/5) of the options granted under the Plan become exercisable on the first anniversary of the grant date, and an additional one-fifth (1/5) become exercisable on each of the second, third, fourth and fifth anniversaries of the grant date. The right to exercise the options granted under the Plan expires ten (10) years after the grant date. On July 7, 2003, Mr. Ringle and Ms. Isenberg were each granted an option under the Plan to purchase 30,000 shares of Company common stock at $9.45 per share.

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In addition to the above, the 1994 Non-Employee Director Stock Option Plan provides for accelerated vesting of the directors’ options upon a change of control.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of December 15, 2003, information as to the beneficial ownership of the Company’s common stock (the only class of outstanding voting security of the Company) by each person or group known by the Company, based upon filings pursuant to Section 13(d) or (g) under the Securities Exchange Act of 1934, as amended, to own beneficially more than 5% of the outstanding shares of the Company’s common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class
ICM Asset Management, L.P.	3,799,308	(2)	10.9	%
W. 601 Main Ave., Suite 600
Spokane, WA 99201
Liberty Wanger Asset Management, L.P.	3,682,500		10.6	%
227 West Monroe Street, Suite 3000
Chicago, IL 60606
Lord, Abbett & Co.	2,096,427		6.0	%
90 Hudson Street
Jersey City, NJ 07302

(1) Information with respect to beneficial ownership is based upon information furnished by each beneficial holder, director and officer to our Company or the Securities and Exchange Commission. Unless otherwise specified, the named stockholders have sole voting and investment power with respect to all of the shares indicated.

(2) The named beneficial owner has shared voting power with respect to 2,097,832 shares and no voting power with respect to the balance of the shares; and shared dispositive power with respect to 3,799,308 shares.

Employee Stock Ownership Trust

While, as of December 15, 2003, 1,528,241 shares were owned of record by the Company’s Employee Stock Ownership Trust, and Mr. Haskell, Mr. Chamberlain and Mr. Blumenthal are members of the committee that administers the Company’s Employee Stock Ownership Plan, that committee does not have investment power with respect to the shares held by the Employee Stock Ownership Trust.

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Security Ownership of Management

The following table sets forth information, as of December 15, 2003, with respect to the beneficial ownership of the Company’s common stock by each director, each of the executive officers identified under the Summary Compensation Table and by all directors and executive officers as a group:

Name	Amount and Nature of Beneficial Ownership(1)		Percent of Class
Michael D. Chamberlain	315,464	(2)	*
Thomas I. Unterberg	378,000	(3)	1.08	%
Gabriel A. Battista	40,000	(4)	*
Allen R. Freedman	389,143	(5)	1.12	%
Robert M. Gavin, Jr.	12,000	(6)	*
Eric Haskell	462,878	(7)	1.33	%
Richard A. Blumenthal	401,776	(8)	1.15	%
Debra Isenberg	0		*
Martin Ringle	0		*
Robert Moul	0		*
Roy Zatcoff	98	(9)	*
All directors and executive officers as a group (10 persons)	2,002,761	(10)	5.76	%

(1) Information with respect to beneficial ownership is based upon information furnished by each director and officer. Unless otherwise specified, the named stockholders have sole voting and investment power with respect to all of the shares indicated.

(2) Includes options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 225,998 shares.

(3) Includes 6,000 shares owned by Mr. Unterberg’s wife and options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 92,000 shares.

(4) Represents options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 40,000 shares.

(5) Includes 10,900 shares owned by Mr. Freedman’s wife and options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 92,000 shares.

(6) Represents options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 12,000 shares.

(7) Includes 12,000 shares owned by Mr. Haskell as custodian for his children and options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 287,666 shares.

(8) Includes 30,000 shares owned by Mr. Blumenthal’s wife, 176 shares with respect to which Mr. Blumenthal does not have investment power, 36 shares owned by Mr. Blumenthal as custodian for his daughter, and options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 270,865 shares.

(9) Represents shares with respect to which Mr. Zatcoff does not have investment power.

(10) Includes options currently exercisable, or which can be exercised within sixty days of December 15, 2003, to purchase 1,020,529 shares, and 176 shares with respect to which the group does not have investment power. Does not include ownership interests and option exercise rights of Mr. Zatcoff or Mr. Moul. Includes share ownership interests and option exercise rights of executive officers and directors as of December 15, 2003.

* Designates that the individual owns less than one percent of the Common Stock of the Company.

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SUMMARY OF EQUITY COMPENSATION PLANS

      The following table summarizes information about the Company’s equity compensation plans as of September 30, 2003. All outstanding awards relate to the Company’s common stock. For additional information about the Company’s equity compensation plans, see note K of Notes to Consolidated Financial Statements under Item 8:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)	(c)
Equity compensation plans approved by security holders	4,638,000	$	12.73	1,828,000
Equity compensation plans not approved by security holders	-0-		-0-	-0-
Total	4,638,000	$	12.73	1,828,000

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Mr. Unterberg is a director of the Company and Chairman of C.E. Unterberg, Towbin. During fiscal 2003, the Company paid C.E. Unterberg, Towbin fees for investment banking services rendered in connection with the divestiture by the Company of its utilities software and services business. In addition, during fiscal 2003, the Company entered into an agreement with C.E. Unterberg, Towbin to pay the firm for services provided in connection with a transaction resulting in a change of control of the Company. Subject to the terms of the agreement, the fee which would be due to the firm in connection with a transaction involving a change of the control of the Company would be 0.75% of the gross value of the transaction.

The Company has confirmed, based upon a review of its internal records, that from October 1, 2002 to the date of this 10-K, there have not been any transactions and there are currently no proposed transactions, between the Company and any executive officer, director, 5% beneficial owner of the Company’s common stock, or member of the immediate family of the foregoing persons in which the amount involved exceeded $60,000 and in which one of the foregoing individuals or entities had a direct or indirect material interest, except as described above. Both the Audit Committee and the Board of Directors have reviewed and approved the related party transactions described above involving C.E. Unterberg, Towbin and believe such transactions were on terms that were reasonable and fair to the Company. No related party transaction had a material effect on the Company’s consolidated financial position, results of operations or cash flows for fiscal 2003.

ITEM 14.     ACCOUNTANT FEES AND SERVICES.

Not applicable. Disclosure requirement applicable only with respect to fiscal years ending after December 15, 2003.

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PART IV

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) Financial Statements, Financial Statement Schedule and Exhibits.

(1) The following consolidated financial statements of the Registrant and its subsidiaries are included herein:

Consolidated Balance Sheets—September 30, 2003 and 2002

Consolidated Statements of Operations—Years Ended September 30, 2003, 2002 and 2001

Consolidated Statements of Cash Flows—Years Ended September 30, 2003, 2002 and 2001

Consolidated Statements of Stockholders’ Equity—Years Ended September 30, 2003, 2002 and 2001

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

(2) The following consolidated financial statement schedule of the Registrant and its subsidiaries is included herein:

Schedule II—Valuation and Qualifying Accounts

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES

For the Three Years in the Period Ended September 30, 2003

			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts			Deductions			Balance at End of Period
For the year ended September 30, 2003
Reserves and allowances deducted from other assets and deferred charges:
Reserves for non-interest bearing loans to employees
Short-term	$	56									$	56
Long-term												—
Allowance for doubtful accounts		4,789	$	412	$	50	(1)	$	3,050	(2)		2,201
Total	$	4,845	$	412	$	50		$	3,050		$	2,257
For the year ended September 30, 2002
Reserves and allowances deducted from other assets and deferred charges:
Reserves for non-interest bearing loans to employees
Short-term	$	56									$	56
Long-term												—
Allowance for doubtful accounts		5,528	$	839	$	155	(1)	$	1,733	(2)		4,789
Total	$	5,584	$	839	$	155		$	1,733		$	4,845
For the year ended September 30, 2001
Reserves and allowances deducted from other assets and deferred charges:
Reserves for non-interest bearing loans to employees
Short-term	$	56									$	56
Long-term												—
Allowance for doubtful accounts		1,375	$	4,531	$	—		$	378	(2)		5,528
Total	$	1,431	$	4,531	$	—		$	378		$	5,584

(1)	Allowance added through acquisition
(2)	Uncollectible accounts written-off during the year, including certain accounts retained by the Company relating to its discontinued operations.

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All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(3) Exhibits (not included in the copies of the Form 10-K sent to stockholders).

No.	Exhibits
2.1	Agreement and Plan of Merger dated December 9, 2003 for the Acquisition of Systems & Computer Technology Corporation by SunGard Data Systems Inc. In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this Agreement have not been filed as a part of this Exhibit. The Company agrees to furnish supplementally a copy of any such schedules and exhibits to the Securities and Exchange Commission upon request. (Exhibit 2.1 to the Registrant’s Form 8-K dated December 10, 2003) 1
3.1	Certificate of Amendment and Restated Certificate of Incorporation (Exhibit 3 to Registrant’s Form 10-Q for the quarterly period ended March 31, 1998) 1
3.2	Bylaws (Exhibit 3.2 to the Registrant’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 1, 1993) 1
3.3	Amendment to Bylaws adopted March 18, 1999 (Exhibit 3.3 to Registrant’s Form 10-Q for the quarterly period ended March 31, 1999) 1
4.1	Form of Indenture under which the Registrant’s 5% Convertible Subordinated Debentures due 2004 are issued (Exhibit 4 to the Registrant’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 9, 1997) 1
4.2	Rights Agreement, dated as of April 13, 1999, between Systems & Computer Technology Corporation and ChaseMellon Shareholder Services L.L.C., including Terms of Series A Participating Preferred Stock, which is attached as Exhibit A and Form of Right Certificate, which is attached as Exhibit B to the Rights Agreement (Exhibit 4.1 to the Registrant’s Form 8-K dated April 15, 1999) 1
4.3	December 9, 2003 Amendment to Rights Agreement dated as of April 13, 1999, between Systems & Computer Technology Corporation and ChaseMellon Shareholder Services L.L.C., including Terms of Series A Participating Preferred Stock, which is attached as Exhibit A and Form of Right Certificate, which is attached as Exhibit B to the Rights Agreement (Exhibit 4 to the Registrant’s Form 8-A-A Amendment No. 1 dated December 10, 2003) 1
10.1	Credit Agreement dated as of June 20, 1994 among the Registrant and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank (Exhibit 10.4 to the Registrant’s Form 10-K for the fiscal year ended September 30, 1994) 1
10.2	Subsidiary Guaranty Agreement dated as of June 20, 1994 entered into by SCT Utility Systems, Inc. in favor of Mellon Bank. (Identical Subsidiary Guaranties, except as to the identity of the guarantor, were entered into by SCT Public Sector, Inc., SCT Financial Corporation, SCT International Limited, SCT Software & Technology Services, Inc., and SCT Property, Inc.) (Exhibit 10.5 to the Registrant’s Form 10-K for the fiscal year ended September 30, 1994) 1

¹ Incorporated by reference

² Filed with this Annual Report on Form 10-K

³ Compensatory plan, contract or arrangement

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10.3	Extension Agreement dated June 20, 1996 among Systems & Computer Technology Corporation, SCT Software & Resource Management Corporation and Mellon Bank, N.A. (Exhibit 10.12 to the Registrant’s Form 10-K for the fiscal year ended September 30, 1996) 1
10.4	Amendment and Modification to Credit Agreement dated as of April 8, 1997 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1997) 1
10.5	Second Amendment and Modification to Credit Agreement dated as of April 8, 1997 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1997) 1
10.6	Third Amendment and Modification to Credit Agreement dated as of June 4, 1997 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 1997) 1
10.7	Fourth Amendment and Modification to Credit Agreement dated as of May 6, 1998 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.8 to the Registrant’s Form 10-K for the fiscal year ended September 30, 1998) 1
10.8	Fifth Amendment and Modification to Credit Agreement dated as of October 9, 1998 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.9 to the Registrant’s Form 10-K for the fiscal year ended September 30, 1998) 1
10.9	Letter Amendment to Credit Agreement dated as of August 30, 1999 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.10 to the Registrant’s Form 10-K for the fiscal year ended September 30, 1999) 1
10.10	Sixth Amendment and Modification to Credit Agreement dated as of July 7, 2000 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.11 to the Registrant’s Form 10-K for the fiscal year ended September 30, 2000) 1
10.11	Seventh Amendment and Modification to Credit Agreement dated as of September 7, 2000 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.12 to the Registrant’s Form 10-K for the fiscal year ended September 30, 2000) 1
10.12	Eighth Amendment and Modification to Credit Agreement dated as of June 20, 2001 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.13 to Registrant’s Form 10-K for the fiscal year ended September 30, 2001) 1

¹ Incorporated by reference

² Filed with this Annual Report on Form 10-K

³ Compensatory plan, contract or arrangement

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10.13	Ninth Amendment and Modification to Credit Agreement dated as of February 19, 2002 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2002) 1
10.14	Tenth Amendment and Modification to Credit Agreement dated as of May 30, 2002 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended June 30, 2002) 1
10.15	Eleventh Amendment and Modification to Credit Agreement dated as of October 18, 2002 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterly period ended December 31, 2002) 1
10.16	Twelfth Amendment and Modification to Credit Agreement dated as of March 5, 2003 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. (Exhibit 10.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2003) 1
10.17	Thirteenth Amendment and Modification to Credit Agreement dated as of November 3, 2003 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A. 2
10.18	Systems & Computer Technology Corporation 1994 Long-Term Incentive Plan, as amended through November 18, 1997 (Exhibit 10 to Registrant’s Form 10- Q for the quarterly period ended March 31, 1998) 1,3
10.19	Systems & Computer Technology Corporation 1994 Non-Employee Director Stock Option Plan (Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 30, 1995) 1,3
10.20	Amendment One to the Systems & Computer Technology Corporation 1994 Non-Employee Director Stock Option Plan (Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterly period ended December 31, 1998) 1,3
10.21	Release and Separation Letter Agreement dated as of September 15, 2003 by and between Robert L. Moul and Systems & Computer Technology Corporation 2,3
10.22	Severance Agreement dated as of April 21, 1999 by and between the Registrant and Richard A. Blumenthal 2,3
10.23	Severance Agreement dated as of April 21, 1999 by and between the Registrant and Michael D. Chamberlain 2,3
10.24	Severance Agreement dated as of April 21, 1999 by and between the Registrant and Eric Haskell 2,3
10.25	Severance Agreement dated as of October 21, 2003 by and between the Registrant and Brian Madocks 2,3

¹ Incorporated by reference

² Filed with this Annual Report on Form 10-K

³ Compensatory plan, contract or arrangement

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10.26	Executive Severance Agreement dated as of June 1, 2001 by and between the Registrant and Richard A. Blumenthal 2,3
10.27	Executive Severance Agreement dated as of June 1, 2001 by and between the Registrant and Michael D. Chamberlain 2,3
10.28	Executive Severance Agreement dated as of June 1, 2001 by and between the Registrant and Eric Haskell 2,3
10.29	Transaction Bonus Agreement dated as of June 1, 2001 by and between the Registrant and Richard A. Blumenthal 2,3
10.30	Transaction Bonus Agreement dated as of June 1, 2001 by and between the Registrant and Michael D. Chamberlain 2,3
10.31	Transaction Bonus Agreement dated as of June 1, 2001 by and between the Registrant and Eric Haskell 2,3
10.32	Retirement Agreement dated as of January, 2, 2002 by and between Michael J. Emmi and Systems & Computer Technology Corporation (Exhibit 10.19 to the Registrant’s Form 10-K for the fiscal year ended September 30, 2000) 1,3
10.33	Letter Amendment dated as of October 1, 2003 to Retirement Agreement dated as of January, 2, 2002 by and between Michael J. Emmi and Systems & Computer Technology Corporation 2,3
10.34	Stock Purchase Agreement dated June 23, 2001 by and among Systems & Computer Technology Corporation, SCT Technologies (Canada), Inc., SCT Financial Corporation, SCT Property, Inc., SCT Government Systems, Inc., Omni-Tech Systems, LTD., Affiliated Computer Services, Inc., ACS Enterprise Solutions, Inc. and ACS-Alberta, Inc. In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this Agreement have not been filed as a part of this Exhibit. The Company agrees to furnish supplementally a copy of any such schedules and exhibits to the Securities and Exchange Commission upon request. (Exhibit 2.1 to Registrant’s Form 8-K dated June 29, 2001) 1
10.35	Amendment No. 1 to Stock Purchase Agreement dated June 29, 2001 by and among Systems & Computer Technology Corporation, SCT Technologies (Canada), Inc., SCT Financial Corporation, SCT Property, Inc., SCT Government Systems, Inc., Omni-Tech Systems, LTD., Affiliated Computer Services, Inc., ACS Enterprise Solutions, Inc. and ACS-Alberta, Inc. (Exhibit 2.2 to Registrant’s Form 8-K dated June 29, 2001) 1
10.36	Asset Purchase Agreement dated as of April 10, 2002, by and between Systems & Computer Technology Corporation and High Process Technology, Inc. In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this Agreement have not been filed as a part of this Exhibit. The Company agrees to furnish supplementally a copy of any such schedules and exhibits to the Securities and Exchange Commission upon request. (Exhibit 2.1 to Registrant’s Form 8-K dated May 31, 2002) 1
10.37	Amendment No. 1 to Asset Purchase Agreement dated May 31, 2002, by and between Systems & Computer Technology Corporation and Agilisys International Limited. (Exhibit 2.2 to Registrant’s Form 8-K dated May 31, 2002) 1
10.38	Royalty Agreement dated as of May 31, 2002, by and between Systems & Computer Technology Corporation and Agilisys, Inc (Exhibit 2.3 to Registrant’s Form 8-K dated May 31, 2002) 1
10.39	Agreement and Plan of Merger dated September 30, 2002 by and among Systems & Computer Technology Corporation, Campus Pipeline, Inc. and CPI Acquisition Company, Inc. In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this Agreement have not been filed as a part of this Exhibit. The Company agrees to furnish supplementally a copy of any such schedules and exhibits to the Securities and Exchange Commission upon request. (Exhibit 2.5 to Registrant’s Form 8-K dated October 23, 2002) 1

¹ Incorporated by reference

² Filed with this Annual Report on Form 10-K

³ Compensatory plan, contract or arrangement

77

10.40	Escrow Agreement dated October 23, 2002 by and among Systems & Computer Technology Corporation, Tyler Thatcher, as Stockholder Representative and J.P. Morgan, Trust Company, National Association (Exhibit 2.6 to Registrant’s Form 8-K dated October 23, 2002) 1
10.41	Agreement and Plan of Merger dated January 29, 2002 by and among SCT Software and Resource Management Corporation, ABT Acquisition Corp., Applied Business Technologies, Inc. and the security holders of Applied Business Technologies, Inc. In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this Agreement have not been filed as a part of this Exhibit. The Company agrees to furnish supplementally a copy of any such schedules and exhibits to the Securities and Exchange Commission upon request. (Exhibit 10.30 to Registrant’s Form 10-K for the fiscal year ended September 30, 2002) 1
10.42	Asset and Stock Purchase Agreement dated January 10, 2002 by and among Sallie Mae, Inc., Exeter Educational Management Systems, Inc., Sallie Mae Solutions (India) Private, Ltd. and Systems & Computer Technology Corporation .(Exhibit 10.31 to Registrant’s Form 10-K for the fiscal year ended September 30, 2002) 1
10.43	Amendment No. 1 dated September 30, 2002 to Asset and Stock Purchase Agreement by and among Sallie Mae, Inc., Exeter Educational Management Systems, Inc., Sallie Mae Solutions (India) Private, Ltd. and Systems & Computer Technology Corporation .(Exhibit 10.32 to Registrant’s Form 10-K for the fiscal year ended September 30, 2002) 1
10.44	Subsidiary Guaranty Agreement dated as of October 18, 2002, between Campus Pipeline, Inc. as Guarantor and Citizens Bank of Pennsylvania, successor to Mellon Bank, N.A. (Exhibit 10.2 to the Registrant’s Form 10-Q for the quarterly period ended December 31, 2002) 1
10.45	Explanation and Waiver of Rights Regarding Confession of Judgment (Surety) dated as of October 23, 2002, between Campus Pipeline, Inc. as Obligor and Citizens Bank of Pennsylvania, successor to Mellon Bank, N.A.. (Exhibit 10.3 to the Registrant’s Form 10-Q for the quarterly period ended December 31, 2002) 1
10.46	Oracle PartnerNetwork Agreement dated August 1, 2003 by and between the Registrant and Oracle Corporation, as amended of even date 2
10.47	Oracle PartnerNetwork Application Specific Full Use Program Distribution Agreement dated August 1, 2003 by and between the Registrant and Oracle Corporation, as amended of even date 2
10.48	Oracle PartnerNetwork Full Use Program Agreement dated August 1, 2003 by and between the Registrant and Oracle Corporation, as amended of even date 2
10.49	Asset Purchase Agreement dated as of September 11, 2003 by and among the Registrant, Sanjeev Kale and Newfront Software, Inc. In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this Agreement have not been filed as a part of this Exhibit. The Company agrees to furnish supplementally a copy of any such schedules and exhibits to the Securities and Exchange Commission upon request. 2
14.	Systems & Computer Technology Corporation Code of Business Conduct and Ethics 2
21.	Subsidiaries of the Registrant 2

¹ Incorporated by reference

² Filed with this Annual Report on Form 10-K

³ Compensatory plan, contract or arrangement

78

23.	Consent of Ernst & Young LLP. 2
31.1	Certification of Chief Executive Officer pursuant Section 302 of the Sarbanes Oxley Act of 2002. 2
31.2	Certification of Chief Financial Officer pursuant Section 302 of the Sarbanes Oxley Act of 2002. 2
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 2
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 2

¹ Incorporated by reference

² Filed with this Annual Report on Form 10-K

³ Compensatory plan, contract or arrangement

SCT will furnish to any stockholder upon written request, any exhibit listed in the accompanying Index to Exhibits upon payment by such stockholder to SCT of SCT’s reasonable expenses in furnishing such exhibit.

(b) Reports on Form 8-K. The following are a list of current reports on Form 8-K that the Company filed or furnished since the end of the Company’s third quarter for fiscal 2003:

On July 23, 2003, the Company furnished a Report on Form 8-K in connection with a press release that the Company issued July 16, 2003 reporting financial results for Company’s third quarter ended June 30, 2003, and a broadly accessible conference call with investors that the Company held on July 16, 2003 to discuss the financial results announced in the press release. The press release was furnished as Exhibit 99.1 to the July 23, 2003 Report on Form 8-K, and certain information discussed during the conference call regarding one or more “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission’s Regulation G was furnished as Exhibit 99.2 to the July 23, 2003 Report on Form 8-K.

On October 7, 2003 the Company furnished a Report on Form 8-K in connection with a press release that the Company issued October 2, 2003 reporting estimated earnings and other estimated financial information for its fourth quarter ended September 30, 2003, and a broadly accessible conference call with investors that the Company held on October 3, 2003 to discuss the Company’s preliminary results announced in the press release. The press release was furnished as Exhibit 99.1 to the October 7, 2003 Report on Form 8-K, and certain information discussed during the conference was furnished as Exhibit 99.2 to the October 7, 2003 Report on Form 8-K.

On November 3, 2003 the Company furnished a Report on Form 8-K in connection with a press release that the Company issued October 28, 2003 reporting its earnings and other financial information for its fourth quarter ended September 30, 2003, and a broadly accessible conference call with investors that the Company held on October 28, 2003 to discuss the Company’s results announced in the press release. The press release was furnished as Annex 1 to the November 3, 2003 Report on Form 8-K, and certain information discussed during the conference call regarding one or more “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission’s Regulation G was furnished as Annex 2 to the November 3, 2003 Report on Form 8-K.

79

On December 10, 2003 the Company filed a Report on Form 8-K in connection with the December 9, 2003 Agreement and Plan of Merger (the “Merger Agreement”), dated the Company SunGard Data Systems, Inc. (“SunGard”), and Schoolhouse Acquisition Corp. Inc., a wholly owned subsidiary of SunGard (“Merger Sub”), and in connection with the Company’s announcement on December 10, 2003 that the Company is redeeming its outstanding 5% Convertible Debentures due 2004. The Merger Agreement was filed as Exhibit 2.1, the press release issued by the Company and SunGard on December 9, 2003 announcing the transactions contemplated by the Merger Agreement was filed as Exhibit 99.to the December 10, 2003 Report on Form 8-K.

80

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Registrant)

By: /s/ Michael D. Chamberlain                                                       
      Michael D. Chamberlain, President and Chief Executive Officer

Date: December 23, 2003

81

      Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title	Date
/s/	Michael D. Chamberlain Michael D. Chamberlain	President and Chief Executive Officer; Director (Principal Executive Officer)	December 23, 2003
/s/	Allen R. FreedmanAllen R. Freedman	Director	December 23, 2003
/s/	Thomas I. UnterbergThomas I. Unterberg	Director	December 23, 2003
/s/	Gabriel A. BattistaGabriel A. Battista	Director	December 23, 2003
/s/	Robert M. Gavin, Jr.Robert M. Gavin, Jr.	Director	December 23, 2003
/s/	Martin RingleMartin Ringle	Director	December 23, 2003
/s/	Debra IsenbergDebra Isenberg	Director	December 23, 2003
/s/	Eric HaskellEric Haskell	Executive Vice President, Finance and Administration, Treasurerand Chief Financial Officer; Director (Principal Financial and Accounting Officer)	December 23, 2003

82

SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

Index of Exhibits Filed Herewith

Exhibit No.	Exhibit	Page
10.17	Thirteenth Amendment and Modification to Credit Agreement dated as of November 3, 2003 among Systems & Computer Technology Corporation and SCT Software & Resource Management Corporation as Borrowers and Mellon Bank, N.A.
10.21	Release and Separation Letter Agreement dated as of September 15, 2003 by and between Robert L. Moul and Systems & Computer Technology Corporation
10.22	Severance Agreement dated as of April 21, 1999 by and between the Registrant and Richard A. Blumenthal
10.23	Severance Agreement dated as of April 21, 1999 by and between the Registrant and Michael D. Chamberlain
10.24	Severance Agreement dated as of April 21, 1999 by and between the Registrant and Eric Haskell
10.25	Severance Agreement dated as of October 21, 2003 by and between the Registrant and Brian Madocks
10.26	Executive Severance Agreement dated as of June 1, 2001 by and between the Registrant and Richard A. Blumenthal
10.27	Executive Severance Agreement dated as of June 1, 2001 by and between the Registrant and Michael D. Chamberlain
10.28	Executive Severance Agreement dated as of June 1, 2001 by and between the Registrant and Eric Haskell
10.29	Transaction Bonus Agreement dated as of June 1, 2001 by and between the Registrant and Richard A. Blumenthal
10.30	Transaction Bonus Agreement dated as of June 1, 2001 by and between the Registrant and Michael D. Chamberlain
10.31	Transaction Bonus Agreement dated as of June 1, 2001 by and between the Registrant and Eric Haskell

83

Exhibit No.	Exhibit	Page
10.32	Letter Amendment dated as of October 1, 2003 to Retirement Agreement dated as of January, 2, 2002 by and between Michael J. Emmi and Systems & Computer Technology Corporation
10.46	Oracle PartnerNetwork Agreement dated August 1, 2003 by and between the Registrant and Oracle Corporation, as amended of even date
10.47	Oracle PartnerNetwork Application Specific Full Use Program Distribution Agreement dated August 1, 2003 by and between the Registrant and Oracle Corporation, as amended of even date
10.48	Oracle PartnerNetwork Full Use Program Agreement dated August 1, 2003 by and between the Registrant and Oracle Corporation, as amended of even date
10.49	Asset Purchase Agreement dated as of September 11, 2003 by and among the Registrant, Sanjeev Kale and Newfront Software, Inc.
14.	Systems & Computer Technology Corporation Code of Business Conduct and Ethics
21.	Subsidiaries of the Registrant
23.	Consent of Ernst & Young LLP
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2.	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2.	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

84

EX-10

            THIRTEENTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT

         THIS THIRTEENTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the 3rd day of November, 2003, by and among
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION ("Company"), SCT SOFTWARE & RESOURCE
MANAGEMENT CORPORATION (collectively, "Borrowers" and individually a "Borrower")
and CITIZENS BANK OF PENNSYLVANIA, successor to Mellon Bank, N.A. ("Bank").

                                   BACKGROUND

         A. By a Credit Agreement dated June 20, 1994 among Bank and Borrowers,
as amended by that certain Amendment and Modification to Credit Agreement dated
April 8, 1997, that certain Second Amendment and Modification to Credit
Agreement dated April 8, 1997, that certain Third Amendment and Modification to
Credit Agreement dated June 4, 1997, that certain Fourth Amendment and
Modification to Credit Agreement dated May 6, 1998, that certain Fifth Amendment
and Modification to Credit Agreement dated October 9, 1998, that certain Sixth
Amendment and Modification to Credit Agreement dated July 7, 2000, that certain
Seventh Amendment and Modification to Credit Agreement dated September 7, 2000,
that certain Eighth Amendment and Modification to Credit Agreement dated June
20, 2001, that certain Ninth Amendment and Modification to Credit Agreement
dated February 19, 2002, that certain Tenth Amendment and Modification to Credit
Agreement dated May 30, 2002, that certain Eleventh Amendment and Modification
to Credit Agreement dated October 18, 2002 and that certain Twelfth Amendment
and Modification to Credit Agreement dated March 5, 2003 (as the same may be
further amended from time to time, the "Credit Agreement"), Bank agreed, inter
alia, to extend to Borrowers a revolving credit facility in the principal amount
of up to Thirty Million Dollars ($30,000,000.00), as further evidenced by that
certain Amended and Restated Promissory Note dated April 8, 1997 payable to Bank
in the original principal amount of Thirty Million Dollars ($30,000,000.00).

         B. On or about April, 2002, the Company issued a comfort letter to the
Royal Bank of Scotland on behalf of SCT International Ltd. (the "SCT
International Comfort Letter"). In connection with the SCT International Comfort
Letter, Bank established a reserve of Five Hundred Thousand Dollars
($500,000.00) against the sums otherwise available under the Revolving Credit.
SCT International Ltd. is currently in the process of winding up its business
and will be dissolving.

         C. On March, 2003, the Company issued a comfort letter to the Royal
Bank of Scotland on behalf of Systems & Computer Technology Limited (the "SCTL
Comfort Letter").

         D. Borrowers and Bank have agreed to amend the Credit Agreement,
subject to the terms set forth herein, in order to (a) extend the maturity date
of the Revolving Credit through June 20, 2005 and (b) establish a reserve in
connection with the SCTL Comfort Letter.

         E. Capitalized terms used herein and not otherwise defined shall have
the meanings provided for such terms in the Credit Agreement.

         NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:




         1. EXTENSION. The definition of "Maturity Date" set forth in Section 1
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:

            ""Maturity Date":  June 20, 2005, which date is subject to extension
            as provided in Section 2.01(f)."

         2. COMFORT LETTER RESERVE. In connection with the SCTL Comfort Letter,
Bank will establish a reserve against the sums otherwise available under the
Revolving Credit in an amount Bank deems sufficient. The initial amount of such
reserve will be One Million Dollars ($1,000,000.00). Such reserve shall replace
any other reserves previously established by Bank in connection with the SCT
International Comfort Letter.

         3. FURTHER ASSURANCES. Each Borrower covenants and agrees to execute
and deliver to Bank or to cause to be executed and delivered at the sole cost
and expense of Borrowers, from time to time, any and all other documents,
agreements, statements, certificates and information as Bank shall reasonably
request to evidence or effect the terms hereof, the Credit Agreement, as
amended, or any of the other Loan Documents.

         4. AMENDMENT/REFERENCES. The Credit Agreement and the other Loan
Documents are hereby amended to be consistent with the terms of this Amendment.
All references in the Credit Agreement and the other Loan Documents to (i) the
"Credit Agreement" shall mean the Credit Agreement as amended hereby; and (ii)
the "Loan Documents" shall include this Amendment and all other instruments or
agreements executed pursuant to or in connection with the terms hereof.

         5. FURTHER AGREEMENTS AND REPRESENTATIONS. Each Borrower does hereby:

            (a) ratify, confirm and acknowledge that the statements contained in
the foregoing Background are true and complete and that, as amended hereby, the
Credit Agreement and the other Loan Documents are in full force and effect and
are valid, binding and enforceable against each Borrower and each Guarantor and
their respective assets and properties, all in accordance with the terms
thereof, as amended hereby;

            (b) covenant and agree to perform all of such Borrower's or
Guarantor's obligations under the Credit Agreement and the other Loan Documents,
as amended;

            (c) acknowledge and agree that as of the date hereof, such Borrower
or such Guarantor has no defense, set-off, counterclaim or challenge against the
payment of any sums owing under any of the Notes or any other obligations of
Borrowers under the Credit Agreement ("Bank Indebtedness"), or the enforcement
of any of the terms of the Credit Agreement or of the other Loan Documents, as
amended;

            (d) acknowledge and agree that except as heretofore disclosed to
Bank by Borrowers or Guarantors in writing, all representations and warranties
of Borrowers and Guarantors contained in the Credit Agreement and/or the other
Loan Documents, as amended are true, accurate and correct on and as of the date
hereof as if made on and as of the date hereof;

            (e) represent and warrant that, after giving effect to the terms and
conditions of this Amendment, no Event of Default exists;




            (f) covenant and agree that Borrowers' or Guarantors' failure to
comply with any of the terms of this Amendment or any other instrument or
agreement executed or delivered in connection herewith, shall constitute an
Event of Default under the Credit Agreement, subject to the notice and grace
periods provided therein, if applicable; and

            (g) acknowledge and agree that nothing contained herein, and no
actions taken pursuant to the terms hereof, are intended to constitute a
novation of any of the Notes, the Credit Agreement or of any of the other Loan
Documents and does not constitute a release, termination or waiver of any
existing Event of Default or of any of the rights or remedies granted to Bank in
any of the Loan Documents, which rights and remedies are hereby ratified,
confirmed, extended and continued as security for all Bank Indebtedness.

         6. COSTS AND EXPENSES. Borrowers shall pay to Bank all reasonable costs
and expenses incurred by Bank in connection with the review, preparation and
negotiation of this Amendment and all documents in connection therewith,
including, without limitation, Bank's reasonable attorneys' fees and costs.

         7. INCONSISTENCIES. To the extent of any inconsistency between the
terms, conditions and provisions of this Amendment and the terms, conditions and
provisions of the Credit Agreement or the other Loan Documents, the terms,
conditions and provisions of this Amendment shall prevail. All terms, conditions
and provisions of the Credit Agreement and the other Loan Documents not
inconsistent herewith shall remain in full force and effect and are hereby
ratified and confirmed by Borrowers.

         8. NO WAIVER. Nothing contained herein and no actions taken pursuant to
the terms hereof are intended to nor shall they constitute a waiver by the Bank
of any rights or remedies available to Bank at law or in equity or as provided
in the Credit Agreement or the other Loan Documents. Nothing contained herein
constitutes an agreement or obligation by Bank to grant any further amendments
or consents.

         9. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

         10. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

         11. HEADINGS. The headings of the sections of this Amendment are
inserted for convenience only and shall not be deemed to constitute a part of
this Amendment.

         12. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.


                          [SIGNATURE ON FOLLOWING PAGE]



         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Amendment to be executed the day and year first above
written.



                                          SYSTEMS & COMPUTER
                                          TECHNOLOGY CORPORATION

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


                                          SCT SOFTWARE & RESOURCE
                                          MANAGEMENT CORPORATION


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



                                          CITIZENS BANK OF PENNSYLVANIA


                                          By: /s/ Frank Mohap
                                              --------------------------------
                                          Name/Title:





                           ACKNOWLEDGMENT AND CONSENT

         The undersigned Guarantors hereby acknowledge and consent to the
foregoing Amendment and agree that the foregoing Amendment shall not constitute
a release or waiver of any of the obligations of the undersigned to the Bank
under the terms of their respective Subsidiary Guaranty Agreements dated June
20, 1994 or Subsidiary Guaranty Agreement dated October 18, 2002, as applicable,
all of which are hereby ratified and confirmed.

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed this Acknowledgment and Consent, effective as of the date
of the foregoing Agreement.

                                        SCT FINANCIAL CORPORATION


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



                                        SCT INTERNATIONAL LIMITED


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



                                        SCT PROPERTY, INC.


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


                                        CAMPUS PIPELINE, INC.


                                           By: /s/ Darin Gilson
                                              --------------------------------
                                        Name/Title:
                                                    --------------------------

EX-10

HAND DELIVERED
PERSONAL AND CONFIDENTIAL


                               September 15, 2003


Robert L. Moul
102 Mill Race Road
Kennett Square, PA   19348

           Re: Release and Separation Letter Agreement ("Agreement")
               -----------------------------------------------------

Dear Mr. Moul:

This will confirm that your employment with Systems & Computer Technology
Corporation and its subsidiaries (collectively and individually "SCT") will
terminate effective September 30, 2003. You and SCT wish to conclude the
employment relationship on an amicable basis, and to settle and terminate all
matters related to your employment with SCT. Accordingly, and without any
obligation whatsoever to do so, in consideration for the covenants, undertakings
and release provided for in this Agreement, and provided that you do not revoke
this Agreement as otherwise provided for below:

     -  From the date first set forth above through September 30, 2003 (the
        "Interim Period"), SCT will continue to pay you both your base salary
        (that is, the prorated portion of your current annual salary of
        $255,000), net of ordinary payroll deductions, advances, loans and other
        moneys that you are obligated to return or repay to SCT ("Base Salary"),
        and your car allowance of $450 per payroll installment, also net of
        ordinary payroll deductions, advances, loans and other moneys that you
        are obligated to return or repay to SCT, and both in regular consecutive
        SCT payroll installments (the "Interim Period Compensation"). During the
        Interim Period, you agree that you will execute the responsibilities of
        your position with SCT in the normal course, at the direction of SCT,
        and that you will remain subject to all SCT employment policies and
        procedures.

     -  For the period beginning October 1, 2003 and ending March 31, 2004,
        inclusive (the "Severance Period"), SCT will continue to pay you your
        Base Salary (the "Severance Payment") through consecutive regular SCT
        payroll installments, with the first installment to be paid to you on
        the first SCT pay day that occurs after the last date on which you can
        revoke this Agreement (as provided for below).

     -  If, as of March 31, 2004, you have not either begun to provide or
        accepted an offer to provide any person or entity with your services on
        a Full-Time Basis (as that term is defined below), then SCT will extend
        the Severance Period by the Severance Extension (as that term is defined
        below), and accordingly, will continue to pay your Base Salary, through
        the earlier of: (a) the date on which you have begun to provide or
        accepted an offer to provide your services on a Full-Time Basis to or
        for any person or entity; and (b) September 30, 2004 (the "Severance
        Extension"). By way of example and not limitation, if you were to accept
        employment with another company by March 31, 2004, but were not to begin
        employment with that entity until June 30, 2004, then SCT would not
        extend the Severance Period by the Severance Extension. "Full-Time
        Basis" means, alternatively: (i) that you are receiving or are or will
        be entitled to receive from any person or entity compensation for
        services that you render in your capacity as an owner or employee of
        such person or entity; or (ii) you are rendering on average thirty (30)
        hours of services per week during a period of thirty (30) days, as an
        independent contractor or in any capacity not described in subsection
        (i), to any one or more persons or entities. For purposes of assisting
        SCT in determining whether you are entitled to the Severance Extension,
        you agree to provide SCT with written notice when you are providing your
        services on a Full-Time Basis, and further, you will provide SCT with
        such records (such as time sheets, pay stubs and other evidence of
        payment) as SCT may request from you from time-to-time.



     -  All of your SCT employment benefits, including any rights to make
        contributions to the SCT 401(K) Plan, as well as your medical, dental
        and flexible spending benefits, will terminate on September 30, 2003.
        Under separate cover, a COBRA letter will be mailed to you from SCT's
        COBRA vendor, Benefit Concepts. In the period before you return your
        COBRA election information, unless you otherwise direct SCT in writing,
        SCT will make your COBRA election for you, therefore your medical/dental
        payroll deduction and coverage will continue during the Severance
        Period. COBRA costs will be deducted from your first Severance Payment
        check of each month. SCT will waive your full premium cost during the
        Severance Period. You agree that, from the date first set forth above in
        this Agreement and continuing through the Severance Period, except to
        the extent of the amount of your then-current per paycheck contribution
        for the health care coverage you had elected to obtain while you were an
        SCT employee. If you obtain new employment before the expiration of the
        Severance Period, and as a result you are entitled by your new employer
        to receive healthcare coverage before the expiration of the Severance
        Period, SCT will immediately cease such premium waiver. Your election of
        COBRA benefits, and the requisite payments following the Severance
        Period, should be sent directly to the Benefit Concepts. Further
        instructions and costs will be outlined in your COBRA materials.

     -  During the Severance Period, SCT will continue to pay your premiums, at
        the current coverage level, for the Executive Life Insurance Policy
        issued by Principal Life Insurance Company, Policy No. 4077967 that the
        Company has provided to you as of the date first set forth above in this
        Agreement. If you obtain new employment before the expiration of the
        Severance Period, and as a result you are entitled by your new employer
        to receive life insurance coverage before the expiration of the
        Severance Period, then thereupon, SCT will immediately cease to pay the
        premiums for the Company-provided Executive Life Insurance Policy.

     -  Prior to the date first set forth in this Agreement, you were granted
        certain options to purchase shares of the common stock of Systems &
        Computer Technology Corporation ("Options"). Your right to exercise any
        of the Options will expire on September 30, 2003, and further, as of
        that date, you will only have the right to exercise those Options that
        are vested as of September 30, 2003. After September 30, 2003, you will
        have no rights in connection with the Options.

     -  You acknowledge that you will not be entitled to receive any bonus
        awards that the Company may distribute in connection with SCT's fiscal
        year ending September 30, 2003 or any other matter whatsoever.

The Severance Payment and the other consideration provided for in this Agreement
are collectively referred to as the "Settlement Compensation."

In consideration of the Settlement Compensation and for other good and valuable
consideration, and intending to be legally bound, you, for yourself, your heirs,
beneficiaries, assigns and legal successors in interest, agree to fully and
forever release, discharge, indemnify and hold harmless SCT, its subsidiaries,
affiliates and their respective directors, officers, shareholders, employees and
successors in interest (collectively "SCT Entities") of and from, and you hereby
waive, any and all claims, suits, demands, actions and/or other causes of
action, whether for contribution or indemnification, debts or other sums of
money, covenants, contracts, agreements, promises, damages, judgments,
settlements, fines, penalties or any other demands whatsoever, in law or at
equity, asserted or unasserted, known or unknown, which you now have, ever had,
ever claimed to have had, or may ever have (collectively "Claims") against any
of the SCT Entities arising out of or in any way connected with or related to
your employment with SCT and/or the termination thereof. You acknowledge and
agree that this release, discharge, indemnification and waiver includes, without
limitation, any Claim based on any principles of tort or common law or on any
local, state or federal statute, including those relating to age, sex, race,
disability, religion, national origin, or other form of discrimination or any
other employment related matter, including without limitation any Claims under


                                       2


the National Labor Relations Act; the Fair Labor Standards Act; the Occupational
Safety and Health Act; the Employee Retirement Income Security Act of 1974;
Title VII of the Civil Rights Act of 1964; the Racketeer Influenced and Corrupt
Organizations Act; the Age Discrimination in Employment Act of 1967; the Vietnam
Era Veterans' Readjustment Assistance Act of 1972; the Older Workers Benefits
Protection Act of 1989; the Americans with Disabilities Act of 1990; the Family
Medical Leave Act of 1993; collection law; and any other statutes or common law
principles. You also agree that you will not hereafter seek re-employment with
any SCT Entity. You represent that you have not and agree that you will not
file, charge, claim, sue or cause or permit to be filed, charged or claimed, any
action for legal or equitable relief (including damages, injunctive,
declaratory, monetary or other relief) involving any Claim or other matter
released in this Agreement. If any such suit is filed in breach of this covenant
not to sue, this covenant will, in each instance, constitute a complete defense
to such suit. You further agree that you will not be entitled to and will
disclaim and refuse relief from, or sought by, any administrative agency based
upon or investigating any Claim or other matter released in this Agreement.
Without limiting the foregoing, however, this release will not prevent you from
filing a charge with the Equal Employment Opportunity Commission (or similar
state agency) or participating in any investigation conducted by the Equal
Employment Opportunity Commission (or similar state agency); provided, however,
that any claims by you for personal relief in connection with such a charge or
investigation (such as reinstatement or monetary damages) would be barred by
this release. If you violate any provision of this paragraph, SCT will be
entitled to recover from you the reasonable costs and attorneys' fees incurred
by SCT in defending such action.

Except in the context of a privileged communication to your accountant, your
attorney or other engaged professional who is obligated to maintain client
confidences, you agree to refrain from communicating in any form whatsoever,
whether orally or in writing, under your own name, by pseudonym or anonymously,
directly or indirectly, with any person or entity, including without limitation
SCT personnel, personnel of SCT clients or prospects and representatives of the
print and electronic media regarding any and all proprietary information of SCT,
unless you are compelled to do so under order of a court of competent
jurisdiction or other agency, entity or tribunal with subpoena authority, in
which event you will only disclose such information as you are so compelled to
disclose and you will promptly notify SCT so that SCT may take any action SCT
deems necessary. "Proprietary information of SCT" includes, without limitation,
the following types of information relating to any of the SCT Entities, SCT
clients or prospects: Trade secrets; customer and prospect lists; financial
information; and the terms and conditions of this Agreement. "Proprietary
information of SCT" does not include information that is or becomes known to the
public without your breach of this covenant; information SCT regularly discloses
to third parties without restriction on disclosure; or information that you
receive from a third party without restriction on disclosure and without breach
of a non-disclosure obligation. However, nothing in this Agreement will be
deemed to prohibit you from disclosing to any potential client or employer, or
to any employment agency or employment counselor, the fact that you have entered
into this Agreement with SCT and/or that the terms and conditions of this
Agreement prohibit you from disclosing certain confidential information and/or
contacting certain persons.

You agree that, from the date first set forth above in this Agreement and
continuing through the Severance Period (the "Non-Compete Period"), you will
not, for your personal benefit or as an employee or agent of any other person or
entity, directly or indirectly: (a) Solicit, divert, take away or induce any
employee of any of the SCT Entities to leave the employ thereof; (b) otherwise
engage or employ any such employee; or (c) yourself enter into any employment,
independent contractor, consulting and/or other similar engagement or
relationship, directly or indirectly, with any person or entity that is a
competitor of SCT. You further agree to make yourself reasonably available to
and cooperate with SCT from time-to-time at such times as SCT requests your
assistance, in connection with any matter related, directly or indirectly, with
your employment with SCT, including without limitation to assist in
transitioning the responsibilities of your former position at SCT to others, and
any litigation or other legal proceeding which exists as of the date of this
Agreement, or may arise in the future, without additional consideration for any
such assistance. SCT will work to ensure that the cooperation and assistance
requested from you will not unreasonably interfere with any subsequent
employment you obtain.

You acknowledge that the types and period of restriction imposed in this
Agreement are fair and reasonable, and that such restrictions are intended
solely to protect the legitimate interests of SCT. You recognize that SCT
competes on a worldwide basis and that your access to confidential information
makes it necessary for SCT to restrict your post-employment activities as
provided herein since your access to confidential information and other
proprietary information could be used to SCT's detriment. You also acknowledge
and agree that if you should breach the covenants, restrictions or agreements
contained in this Agreement, irreparable loss and injury would result to SCT and
that damage arising out of such a breach would be difficult to ascertain.
Accordingly, you agree that in addition to all other remedies provided at law or
in equity, SCT will have the right to petition and obtain from a court of law or
equity all appropriate temporary, preliminary and permanent injunctive relief to
prevent a breach by you of any covenant contained in this Agreement.

                                       3


Upon inquiry from a prospective employer regarding a former SCT employee, SCT
confirms the dates of employment for the former SCT employee in question and
does not provide any other information or opinion regarding the former employee.
However, at your written request, upon inquiry, SCT will advise third parties
that you voluntarily terminated your employment with SCT. You and SCT agree that
at all times each will refrain from negative commentary about the other. Neither
SCT's agreement to pay to you the amounts provided for in this Agreement nor any
other covenant or agreement of SCT under this Agreement constitutes, and will
not be deemed, construed or interpreted in whole or in part to constitute, an
admission of guilt, culpability or liability on the part of the SCT Entities in
connection with any Claims against any of the SCT Entities.

By providing you with this Agreement, SCT is informing you that you have the
right to consider the terms and conditions of this Agreement for a period not to
exceed twenty-one (21) days, prior to entering into this Agreement. You also
understand that you have the right to revoke this Agreement for a period of
seven (7) days following your execution of the Agreement by giving SCT written
notice of your revocation. SCT must receive the written notice of your
revocation at its Malvern, Pennsylvania headquarters by not later than seven (7)
days following your execution of this Agreement. By signing this Agreement, you
certify that you have read the terms of this Agreement, that you have been
advised by SCT to consult an attorney of your own choice prior to executing this
Agreement, that you have had an opportunity to do so and that you understand the
Agreement's terms and effects.

This Agreement, which you and SCT have executed in duplicate original copies,
constitutes your entire understanding with SCT as regards its subject matter,
and supersedes and extinguishes all prior and/or contemporaneous oral and/or
written understandings between you and SCT regarding the subject matter. This
Agreement will be interpreted in accordance with Pennsylvania law, without
regard to the conflicts of laws provisions thereof, and any unenforceable
provision will be deemed stricken in the interpretation of this Agreement. Any
waiver by either party of any right to receive the benefit of or enforce any
term or condition of this Agreement will not be deemed a continuing waiver of
such right.

                                                          SCT
Agreed and understood this ___ day
of _____________, 2003:
                                        By: /s/ Jeffrey N. Cottle
                                           ------------------------------------
/s/ Robert L. Moul                         Jeffrey N. Cottle
- -------------------------------            Sr. Vice President, Human Resources
     Robert L. Moul


                                       4

EX-10

                               SEVERANCE AGREEMENT


         THIS AGREEMENT dated as of April 21, 1999 is made by and between
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION, a Delaware corporation (the
"Company"), and Richard A. Blumenthal (the "Executive").

         WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continuous employment of key management
personnel; and

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that, as is the case with many publicly held corporations, the possibility of a
Change in Control (as defined in the last Section hereof) exists and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:

         1. Defined Terms. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof.

         2. Term of Agreement.

                  2.1. This Agreement shall commence on the date hereof and
shall continue in effect through December 31, 2000; provided, however, that
commencing on January 1, 2001 and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company or the Executive
shall have given notice not to extend this Agreement or a Change in Control
shall have occurred prior to such January 1; and further provided, however, if a
Change in Control shall have occurred during the term of this Agreement, this
Agreement shall continue in effect for a period ending on the last day of the
twenty-fourth calendar month beginning after the month in which such Change in
Control occurred.






                  2.2. During the initial term of this Agreement or any
subsequent renewal term of this Agreement, if, prior to a Change in Control, the
Executive ceases to be employed in the position of Senior Vice President and
General Counsel, but remains employed by the Company in a non-executive
position, this Agreement shall be deemed to have terminated as of the date the
Executive ceases to be employed in an executive position; provided, however, the
Board, in its sole discretion, may designate that this Agreement shall remain in
effect with respect to the Executive's subsequent position with the Company,
and, as a result of this designation, the Company and the Executive shall
continue to be bound by the terms of this Agreement. Notwithstanding the
foregoing, this Section 2.2 shall not apply if the Executive ceases to be
employed in an executive position as the result of any action taken by the
Company in consultation with a Person with whom the Company has entered into an
agreement the consummation of which will constitute a Change in Control or if
the Executive terminates his employment with Good Reason prior to a Change in
Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(M)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.

         3. Company's Covenants Summarized. To induce the Executive to remain in
the employ of the Company and in consideration of the Executive's covenants set
forth in Section 4 hereof, the Company agrees, under the conditions described
herein, to pay the Executive the Severance Payments described in Section 6.1
hereof and the other payments and benefits described herein in the event the
Executive's employment with the Company is terminated following a Change in
Control and during the term of this Agreement. Except as provided in Section 9.1
hereof or Section 6.2 hereof, no amount or benefit shall be payable under this
Agreement unless there shall have been (or, pursuant to Section 6.1 hereof,
there shall be deemed to have been) a termination of the Executive's employment
with the Company following a Change in Control. This Agreement shall not be
construed as creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and the Company, the
Executive shall not have any right to be retained in the employ of the Company.

         4. The Executive's Covenants.

                  4.1. The Executive agrees that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control
during the term of this Agreement, the Executive will remain in the employ of
the Company until the earliest of (i) a date which is six (6) months from the
date of such Potential Change in Control, (ii) the date of a Change in Control,
(iii) the date of termination by the Executive of the Executive's employment for
Good Reason (determined by treating the Potential Change in Control as a Change
in Control in applying the definition of Good Reason under Section 15(M)(i)
through (vii) hereof) or by reason of death, Disability or retirement, or (iv)
the termination by the Company of the Executive's employment for any reason.



                                      -2-



                  4.2. While the Executive is employed by the Company and for a
period of one year after the effective date of Executive's termination of
employment if Executive's employment is terminated following a Change in Control
and Executive becomes entitled to receive any payment under Section 6.1 of this
Agreement, the Executive covenants and agrees that he will not, whether for
himself or for any other person, business, partnership, association, firm,
company or corporation, directly or indirectly, call upon, solicit, divert or
take away or attempt to solicit, divert or take away, any of the customers or
employees of the Company that are or were customers or employees at any time
during his employment with the Company. The Executive acknowledges that the
Company would be irreparably injured by a violation of this Section 4.2, and
agrees that the Company, in addition to other remedies available to it for such
breach or threatened breach, shall be entitled to a preliminary injunction,
temporary restraining order or other equitable relief restraining the Executive
from any actual or threatened breach of this Section 4.2 without any bond or
other security being required.

         5. Compensation Other Than Severance Payments.

                  5.1. Following a Change in Control and during the term of this
Agreement, during any period that the Executive fails to perform the Executive's
full-time duties with the Company as a result of incapacity due to physical or
mental illness, the Company shall pay the Executive's full salary to the
Executive at the rate in effect at the commencement of any such period, together
with all compensation and benefits payable to the Executive under the terms of
any compensation or benefit plan, program or arrangement maintained by the
Company during such period, until the Executive's employment is terminated by
the Company for Disability.

                  5.2. If the Executive's employment shall be terminated for any
reason following a Change in Control and during the term of this Agreement, the
Company shall pay the Executive's full salary to the Executive through the Date
of Termination at the rate in effect at the time the Notice of Termination is
given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program or arrangement maintained by the Company during such period.

                  5.3. If the Executive's employment shall be terminated for any
reason following a Change in Control and during the term of this Agreement the
Company shall pay the Executive's normal post-termination compensation and
benefits to the Executive when such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, this Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements.

         6. Severance Payments.

                  6.1. The Company shall pay the Executive the payments
described in this Section 6.1 (the "Severance Payments") upon the termination of
the Executive's employment following a Change in Control and during the term of
this Agreement, in addition to the payments and benefits described in Section 5
hereof, unless such termination is (i) by the Company for Cause, (ii) by reason
of death or Disability, or (iii) by the Executive without Good Reason. The
Executive's employment shall be deemed to have been terminated, following a
Change in Control by the Company without Cause or by the Executive with Good
Reason if the Executive's employment is terminated prior to a Change in Control
without Cause after consultation with a Person who has entered into an agreement
with the Company the consummation of which will constitute a Change in Control
or if the Executive terminates his employment with Good Reason prior to a Change
in Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(M)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.

                                      -3-


                           (A) In lieu of any further salary payments to the
Executive for periods subsequent to the Date of Termination and in lieu of any
severance benefit otherwise payable to the Executive, the Company shall pay to
the Executive a lump sum severance payment, in cash, equal to the Applicable
Multiplier times the sum of (i) the higher of the Executive's annual base salary
in effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or such salary in effect immediately
prior to the Change in Control, and (ii) the higher of (x) the target bonus for
the year in which the Notice of Termination is provided or (y) the highest
actual bonus paid or payable to the Executive pursuant to the Company's Bonus
Plan or any successor thereto (the "Bonus Plan") for any of the five years
completed immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based.

                           (B) Notwithstanding any provision of the Bonus Plan,
the Company shall pay to the Executive a lump sum amount, in cash, equal to the
sum of (i) any bonus amount which has been allocated or awarded to the Executive
for a completed fiscal year or other measuring period preceding the Date of
Termination under the Bonus Plan but has not yet been paid (pursuant to Section
5.2 hereof or otherwise) and (ii) a pro rata portion to the Date of Termination
of the aggregate value of all contingent bonus awards to the Executive for all
uncompleted periods under the Bonus Plan calculated as to each such award by
assuming the achievement of the target performance level within the performance
range established with respect to such award and basing such pro-rata portion
upon the portion of the award period that has elapsed as of the Date of
Termination;

                           (C) For a thirty-six (36) month period after the Date
of Termination the Company shall arrange to provide the Executive with life,
disability, accident and health insurance benefits substantially similar to
those which the Executive is receiving immediately prior to the Notice of
Termination (without giving effect to any reduction in such benefits subsequent
to a Change in Control if such reduction constitutes Good Reason). Benefits
otherwise receivable by the Executive pursuant to this Section 6.1(C) shall be
reduced to the extent comparable benefits are actually received by or made
available to the Executive without cost during the above-referenced period. In
addition, any such benefits actually received by the Executive shall be reported
to the Company by the Executive.

                                      -4-


                  6.2. (A) Whether or not the Executive becomes entitled to the
Severance Payments, if any of the Total Payments will be subject to the Excise
Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Executive, after deduction of
any Excise Tax on the Total Payments and any federal, state and local income tax
and Excise Tax upon the payment provided for by this Section 6.2, shall be equal
to the excess of the Total Payments over the payment provided for by this
Section 6.2.

                           (B) For purposes of determining whether any of the
Total Payments will be subject to the Excise Tax and the amount of such Excise
Tax, (i) any payments or benefits received or to be received by the Executive in
connection with a Change in Control or the Executive's termination of
employment, whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any Person whose actions result in a
Change in Control or any Person affiliated with the Company or such Person (the
"Total Payments") shall be treated as "parachute payments" (within the meaning
of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel
selected by the Company's independent auditors and reasonably acceptable to the
Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of section 280G(b)(4)(A) of the Code,
and all "excess parachute payments" (within the meaning of section 280G(b)(1) of
the Code) shall be treated as subject to the Excise Tax unless, in the opinion
of such tax counsel, such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered (within the
meaning of section 280G(b)(4)(B) of the Code), or are otherwise not subject to
the Excise Tax, and (ii) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, the Executive shall
be deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be
made, FICA taxes at the highest rate applicable with respect to wages in excess
of the Social Security taxable wage base in effect for the year of payment, and
state and local income taxes at the highest marginal rate of taxation in the
state and locality of the Executive's residence on the Date of Termination (or
such other time as is hereinafter described), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.

                           (C) In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of termination of the Executive's employment (or such other time as is
hereinafter described), the Executive shall repay to the Company, at the time
that the amount of such reduction in Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income tax imposed on the Gross-Up Payment being repaid by the
Executive to the extent that such repayment results in a reduction in Excise Tax
or a federal, state or local income tax deduction) plus interest on the amount
of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder at the time of the termination of the Executive's employment
(or such other time as is hereinafter described) (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or addition payable by the
Executive with respect to such excess) at the time that the amount of such
excess is finally determined. The Executive and the Company shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Total Payments. If an Executive who remains in the
employ of the Company becomes entitled to the payment provided for by this
paragraph, such payment shall be made no later than the later of (i) the fifth
day following the date on which the Executive notifies the Company that he is
subject to the Excise Tax and (ii) twenty days prior to the date on which the
Excise Tax is initially due.

                                      -5-


                  6.3. The payments provided for in section 6.1 hereof (other
than Section 6.1(C)) and in Section 6.2 hereof shall be made not later than the
fifth day following the Date of Termination; provided, however, that, if the
amounts of such payments cannot be finally determined on or before such day, the
Company shall pay to the Executive on such day an estimate, as determined in
good faith by the Company of the minimum amount of such payments to which the
Executive is clearly entitled and shall pay the remainder of such payments
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined but in no event later than
the thirtieth (30th) day after the Date of Termination. In the event that the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, such excess shall constitute a loan by the Company to the
Executive, payable on the fifth (5th) business day after demand by the Company
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code). At the time that payments are made under this section, the Company shall
provide the Executive with a written statement setting forth the manner in which
such payments were calculated and the basis for such calculations including,
without limitation, any opinions or other advice the Company has received from
outside counsel, auditors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

                  6.4. The Company also shall pay to the Executive all legal
fees and expenses incurred in good faith by the Executive as a result of a
termination of the Executive's employment following a Change in Control and
during the term of this Agreement (including all such fees and expenses, if any,
incurred in disputing in good faith any such termination or in seeking in good
faith to obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of section 4999 of the Code to any payment or benefit provided
hereunder). For purposes of this Section 6.4, an Executive shall be deemed to
have acted in good faith unless an arbitrator finds that the Executive's action
resulting in such legal fees and expenses was frivolous. Such payments shall be
made within five (5) business days after delivery of the Executive's written
request for payment accompanied with such evidence of fees and expenses incurred
as the Company reasonably may require.


                                      -6-


         7. Termination Procedures and Compensation During Dispute.

                  7.1. After a Change in Control and during the term of this
Agreement, any purported termination of the Executive's employment (other than
by reason of death) shall be communicated by written Notice of Termination from
one party hereto to the other party hereto in accordance with Section 10 hereof.
For purposes of this Agreement, a "Notice of Termination" shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated. Further, a Notice of Termination for Cause is
required to include a copy of a resolution duly adopted by the affirmative vote
of not less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board which was called and held for the purpose of considering
such termination (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive's Counsel, to be heard before the
Board) finding that, in the good faith opinion of the Board, the Executive
engaged in conduct set forth in clause (i) or (ii) of the definition of Cause
herein, and specifying the particulars thereof in detail.

                  7.2. "Date of Termination," with respect to any purported
termination of the Executive's employment after a Change in Control and during
the term of this Agreement, shall mean (i) If the Executive's employment is
terminated for Disability, thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the full-time
performance of the Executive's duties during such thirty (30) day period), and
(ii) if the Executive's employment is terminated for any other reason, the date
specified in the Notice of Termination (which, in the case of a termination by
the Company, shall not be less than thirty (30) days (except in the case of a
termination for Cause) and, in the case of a termination by the Executive, shall
not be less than fifteen (15) days nor more than sixty (60) days from the date
such Notice of Termination is given).

                  7.3. If prior to the Date of Termination (as determined
without regard to this Section 7.3), either party notifies the other party that
a dispute exists concerning the termination, the Date of Termination shall be
the date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that the Date of Termination shall be extended by a notice of
dispute provided by the Executive only if such notice in given in good faith and
the Executive pursues the resolution of such dispute with reasonable diligence.


                                      -7-


                  7.4. If a purported termination occurs following a Change in
Control and during the term of this Agreement, and such termination is disputed
in accordance with Section 7.3 hereof, the Company shall continue to pay the
Executive the full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given until the Date of Termination, determined in accordance with Section
7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other
amounts due under this Agreement (other than those due under Section 5.2 hereof)
and shall not be offset against or reduce any other amounts due under this
Agreement.

         8. No Mitigation. The Company agrees that if the Executive's employment
by the Company is terminated during the term of this Agreement, the Executive is
not required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to this Agreement.
Further, the amount of any payment or benefit provided for in this Agreement
(other than Section 6.1(C)) shall not be reduced by any compensation earned by
the Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.

         9. Successors; Binding Agreement.

                  9.1. In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as the Executive would be entitled to hereunder if the
Executive were to terminate the Executive's employment for Good Reason after a
Change in Control, except that, for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.

                  9.2. This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.


                                      -8-



         10. Notices. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or mailed by United
states registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth below, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon actual receipt:

                  To the Company:

                  Systems & Computer Technology Corporation
                  4 Country View Road
                  Malvern, PA 19355
                  Attention:  Chairman and Chief Executive Officer

                  To the Executive:

                  Richard A. Blumenthal
                  432 Roundhill Road
                  St. Davids, PA 19087

         11. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction this Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law and any
additional withholding to which the Executive has agreed. The obligations of the
Company and the Executive under Sections 4.2, 6 and 7 shall survive the
expiration of the term of this Agreement.

         12. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


                                      -9-



         13. Counterparts; Coordination with Employment Agreement.

                  13.1. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instruments.

                  13.2. The terms of this Agreement shall be coordinated with
and applied in conjunction with the terms of the Executive's employment
agreement, if any, with the Company. In general, it is the intent of the parties
that, subsequent to a Change in Control and during the term of this Agreement,
the provisions of this Agreement shall supersede and substitute for those
provisions of the employment agreement relating to the Executive's entitlement
to benefits in connection with any termination of the Executive's employment,
but shall not supersede for any period the provisions of such employment
agreement pertaining to the terms of the Executive's employment. Except for
circumstances relating to a termination of employment following a Change in
Control during the term of this Agreement, as provided for herein, all terms and
conditions of the Executive's employment with the Company shall be governed by
the terms of the Executive's employment agreement (including but not limited to
any such term granting additional years of service to the Executive for purposes
of any of the Company's employee benefit plans).

         14. Settlement of Disputes; Arbitration. All claims by the Executive
for benefits under this Agreement shall be directed to and determined by the
Board and shall be in writing. Any denial by the Board of a claim for benefits
under this Agreement shall be delivered to the Executive in writing and shall
set forth the specific reasons for the denial and the specific provisions of
this Agreement relied upon. The Board shall afford a reasonable opportunity to
the Executive for a review of the decision denying a claim and shall further
allow the Executive to appeal to the Board a decision of the Board within sixty
(60) days after notification by the Board that the Executive's claim has been
denied. Any further dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in Philadelphia,
Pennsylvania in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that the Executive shall be
entitled to seek specific performance of the Executive's right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

         15. Definitions. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

                           (A) "Applicable Multiplier" means 3.

                           (B) "Base Amount" shall have the meaning defined in
section 280G(b)(3) of the Code.



                                      -10-


                           (C) "Board" shall mean the Board of Directors of the
Company.

                           (D) "Cause" for termination by the Company of the
Executive's employment, after any Change in Control, shall mean (i) the willful
and continued failure by the Executive to substantially perform the Executive's
duties with the Company (other than any such failure resulting from the
Executive's incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 7.1 hereof) after a written demand
for substantial performance is delivered to the Executive by the Board, which
demand specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be "Willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company.

                           (E) A "Change in Control" shall be deemed to have
occurred if the events set forth in any one of the following paragraphs shall
have occurred:

                                    (i) The acquisition in one or more
transactions by any "Person" (as the term person is used for purposes of
Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) of "Beneficial Ownership" (as the term beneficial ownership is used
for purposes of Rule 13d-3 promulgated under the 1934 Act) of fifty percent
(50%) or more of the combined voting power of the Company's then outstanding
voting securities (the "Voting Securities"), provided that for purposes of this
Section 15(E)(i), the Voting Securities acquired directly from the Company by
any Person shall be excluded from the determination of such Person's Beneficial
Ownership of Voting Securities (but such Voting Securities shall be included in
the calculation of the total number of Voting Securities then outstanding); or


                                      -11-


                                    (ii) Approval by shareholders of the Company
of (A) a merger, reorganization or consolidation involving the Company if the
shareholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or

                                    (iii) Acceptance by shareholders of the
Company of shares in a share exchange if the shareholders of the Company
immediately before such share exchange do not or will not own directly or
indirectly immediately following such share exchange more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from or surviving such share exchange in substantially the
same proportion as the ownership of the Voting Securities outstanding
immediately before such share exchange.

         Notwithstanding the foregoing, a Change in Control shall not include
any event, circumstance or transaction occurring during the six-month period
following a Potential Change in Control which Potential Change in Control
results from the action of any entity or group which includes the Executive (a
"Management Group"); provided, however, that such action shall not be taken into
account for this purpose if it occurs within a six-month period following a
Potential Change in Control resulting from the action of any Person which is not
a member of the Management Group.

                           (F) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time. References to specific sections of the code
shall include any successors thereto.

                           (G) "Company" shall mean SYSTEMS & COMPUTER
TECHNOLOGY CORPORATION, a Delaware corporation, and any successor to its
business or assets which assumes and agrees to perform this Agreement by
operation of law, or otherwise (except in determining, under Section 15(E)
hereof, whether or not any Change in Control of the Company has occurred in
connection with such succession).

                           (H) "Date of Termination" shall have the meaning
stated in Section 7.2 hereof.



                                      -12-



                           (I) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the Executive's duties with
the Company for a period of six (6) consecutive months, the Company shall have
given the Executive a Notice of Termination for Disability and, within thirty
(30) days after such Notice of Termination is given, the Executive shall not
have returned to the full-time performance of the Executive's duties.

                           (J) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.

                           (K) "Excise Tax" shall mean any excise tax imposed
under section 4999 of the Code.

                           (L) "Executive" shall mean the individual named in
the first paragraph of this Agreement.

                           (M) "Good Reason" for termination by the Executive of
the Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act
described in paragraph (i), (v), (vi) or (vii) hereof, such act or failure to
act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:

                                    (i) the assignment by the Company to the
Executive of any duties inconsistent with the Executive's status as an executive
of the Company or a substantial adverse alteration in the nature or status of
the Executive's responsibilities from those in effect immediately prior to the
Change in Control;

                                    (ii) a reduction by the Company in the
Executive's annual base salary as in effect on the date hereof or as the same
may be increased from time to time;

                                    (iii) the relocation by the Company of its
principal executive offices to a location more than 30 miles from the location
of such office immediately prior to the Change in Control or the Company's
requiring the Executive to be based anywhere other than the Company's principal
executive offices except for required travel on the Company's business to an
extent substantially consistent with the Executive's present business travel
obligations;

                                    (iv) the failure by the Company to pay to
the Executive any portion of the Executive's current compensation, or to pay to
the Executive any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days of the date
such compensation is due;


                                      -13-



                                    (v) the failure by the Company to continue
in effect any compensation plan in which the Executive participates immediately
prior to the Change in Control which is material to the Executive's total
compensation, including but not limited to the Bonus Plan and any similar or
substitute plan adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Company to continue the
Executive's participation therein (or in such substitute or alternative plan) on
a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to other
participants, as existed at the time of the Change in Control;

                                    (vi) the failure by the Company to continue
to provide the Executive with benefits substantially similar to those enjoyed by
the Executive under any of the Company's pension, life insurance medical, health
and accident, or disability plans in which the Executive was participating at
the time of the Change in Control, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed by the Executive at the
time of the Change in Control, or the failure by the Company to provide the
Executive with the number of paid vacation days to which the Executive is
entitled on the basis of years of service with the Company in accordance, with
the Company's normal vacation policy in effect at the time of the Change in
Control; or

                                    (vii) any purported termination by the
Company of the Executive's employment which is not effected pursuant to a Notice
of Termination satisfying the requirements of Section 7.1; for purposes of this
Agreement, no such purported termination shall be effective.

         In addition, Good Reason for termination by the Executive shall exist
during a thirty (30) day period commencing on the first anniversary of a Change
in Control if the Executive continues in service as an employee during the year
preceding the first anniversary of the Change in Control. For this purpose, the
term "Change in Control" shall not include any "Potential Change in Control,"
notwithstanding any provision of this Agreement to the contrary.

         The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness. The Executive's continued employment shall not constitute
consent to, or a waiver of rights with respect to, any act or failure to act
constituting Good Reason hereunder.

                           (N) "Gross-Up Payment" shall have the meaning stated
in Section 6.2 hereof.

                           (O) "Notice of Termination" shall have the meaning
stated in Section 7.1 hereof.



                                      -14-



                           (P) "Person" shall have the meaning given in section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof; provided, however, that a Person shall not include (i) the Company or
any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries, (iii)
an underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                           (Q) "Potential Change in Control" shall be deemed to
have occurred if the events set forth in any one of the following paragraphs
shall have occurred:

                                    (i) the Company enters into an agreement,
the consummation of which would result in the occurrence of a Change in Control;

                                    (ii) the Company or any Person publicly
announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;

                                    (iii) any Person who both (x) is on the date
hereof or subsequently becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing at least 10% or more of the combined
voting power of the Company's then outstanding securities and (y) increases his
or her beneficial ownership of such securities by 5% or more over the percentage
so owned by such Person on the date hereof; or

                                    (iv) the Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control has
occurred.

                           (R) "Severance Payments" shall have the meaning
stated in Section 6.1 hereof.

                           (S) "Total Payments" shall have the meaning stated in
Section 6.2 hereof. (A)

                                      -15-




         IN WITNESS WHEREOF, this Agreement has been executed, as of the date
first above written, on behalf of this Company by its duly authorized officer
and by the Executive.

ATTEST:                             SYSTEMS & COMPUTER TECHNOLOGY CORPORATION




/s/ Michael F. McCarthy             By:  /s/ Michael J. Emmi
    -----------------------              ------------------------------------
    Assistant Secretary                  Michael J. Emmi
                                         Chairman & CEO


                                    EXECUTIVE



                                    By:  /s/ Richard A. Blumenthal
                                         ------------------------------------
                                         Richard A. Blumenthal

EX-10

                           SEVERANCE AGREEMENT
                           -------------------

                  THIS AGREEMENT dated as of April 21, 1999 is made by and
between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION, a Delaware corporation (the
"Company"), and Michael D. Chamberlain (the "Executive").

                  WHEREAS, the Company considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel; and

                  WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control (as defined in the last Section hereof)
exists and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders; and

                  WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change in Control;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Company and the Executive hereby agree as
follows:

                  1. Defined Terms. The definition of capitalized terms used in
this Agreement is provided in the last Section hereof.

                  2. Term of Agreement.

                       2.1. This Agreement shall commence on the date hereof and
shall continue in effect through December 31, 2000; provided, however, that
commencing on January 1, 2001 and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company or the Executive
shall have given notice not to extend this Agreement or a Change in Control
shall have occurred prior to such January 1; and further provided, however, if a
Change in Control shall have occurred during the term of this Agreement, this
Agreement shall continue in effect for a period ending on the last day of the
twenty-fourth calendar month beginning after the month in which such Change in
Control occurred.

                       2.2. During the initial term of this Agreement or any
subsequent renewal term of this Agreement, if, prior to a Change in Control, the
Executive ceases to be employed in the position of President, Global Operations,
but remains employed by the Company in a non-executive position, this Agreement
shall be deemed to have terminated as of the date the Executive ceases to be
employed in an executive position; provided, however, the Board, in its sole




discretion, may designate that this Agreement shall remain in effect with
respect to the Executive's subsequent position with the Company, and, as a
result of this designation, the Company and the Executive shall continue to be
bound by the terms of this Agreement. Notwithstanding the foregoing, this
Section 2.2 shall not apply if the Executive ceases to be employed in an
executive position as the result of any action taken by the Company in
consultation with a Person with whom the Company has entered into an agreement
the consummation of which will constitute a Change in Control or if the
Executive terminates his employment with Good Reason prior to a Change in
Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(M)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.

                  3. Company's Covenants Summarized. To induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control and during the term of this Agreement. Except as
provided in Section 9.1 hereof or Section 6.2 hereof, no amount or benefit shall
be payable under this Agreement unless there shall have been (or, pursuant to
Section 6.1 hereof, there shall be deemed to have been) a termination of the
Executive's employment with the Company following a Change in Control. This
Agreement shall not be construed as creating an express or implied contract of
employment and, except as otherwise agreed in writing between the Executive and
the Company, the Executive shall not have any right to be retained in the employ
of the Company.

                  4. The Executive's Covenants.

                       4.1. The Executive agrees that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control
during the term of this Agreement, the Executive will remain in the employ of
the Company until the earliest of (i) a date which is six (6) months from the
date of such Potential Change in Control, (ii) the date of a Change in Control,
(iii) the date of termination by the Executive of the Executive's employment for
Good Reason (determined by treating the Potential Change in Control as a Change
in Control in applying the definition of Good Reason under Section 15(M)(i)
through (vii) hereof) or by reason of death, Disability or retirement, or (iv)
the termination by the Company of the Executive's employment for any reason.


                                      -2-



                       4.2. While the Executive is employed by the Company and
for a period of one year after the effective date of Executive's termination of
employment if Executive's employment is terminated following a Change in Control
and Executive becomes entitled to receive any payment under Section 6.1 of this
Agreement, the Executive covenants and agrees that he will not, whether for
himself or for any other person, business, partnership, association, firm,
company or corporation, directly or indirectly, call upon, solicit, divert or
take away or attempt to solicit, divert or take away, any of the customers or
employees of the Company that are or were customers or employees at any time
during his employment with the Company. The Executive acknowledges that the
Company would be irreparably injured by a violation of this Section 4.2, and
agrees that the Company, in addition to other remedies available to it for such
breach or threatened breach, shall be entitled to a preliminary injunction,
temporary restraining order or other equitable relief restraining the Executive
from any actual or threatened breach of this Section 4.2 without any bond or
other security being required.

                  5. Compensation Other Than Severance Payments.

                       5.1. Following a Change in Control and during the term of
this Agreement, during any period that the Executive fails to perform the
Executive's full-time duties with the Company as a result of incapacity due to
physical or mental illness, the Company shall pay the Executive's full salary to
the Executive at the rate in effect at the commencement of any such period,
together with all compensation and benefits payable to the Executive under the
terms of any compensation or benefit plan, program or arrangement maintained by
the Company during such period, until the Executive's employment is terminated
by the Company for Disability.

                       5.2. If the Executive's employment shall be terminated
for any reason following a Change in Control and during the term of this
Agreement, the Company shall pay the Executive's full salary to the Executive
through the Date of Termination at the rate in effect at the time the Notice of
Termination is given, together with all compensation and benefits payable to the
Executive through the Date of Termination under the terms of any compensation or
benefit plan, program or arrangement maintained by the Company during such
period.

                       5.3. If the Executive's employment shall be terminated
for any reason following a Change in Control and during the term of this
Agreement the Company shall pay the Executive's normal post-termination
compensation and benefits to the Executive when such payments become due. Such
post-termination compensation and benefits shall be determined under, and paid
in accordance with, this Company's retirement, insurance and other compensation
or benefit plans, programs and arrangements.

                                       -3-



                  6. Severance Payments.

                       6.1. The Company shall pay the Executive the payments
described in this Section 6.1 (the "Severance Payments") upon the termination of
the Executive's employment following a Change in Control and during the term of
this Agreement, in addition to the payments and benefits described in Section 5
hereof, unless such termination is (i) by the Company for Cause, (ii) by reason
of death or Disability, or (iii) by the Executive without Good Reason. The
Executive's employment shall be deemed to have been terminated, following a
Change in Control by the Company without Cause or by the Executive with Good
Reason if the Executive's employment is terminated prior to a Change in Control
without Cause after consultation with a Person who has entered into an agreement
with the Company the consummation of which will constitute a Change in Control
or if the Executive terminates his employment with Good Reason prior to a Change
in Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(M)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.

                            (A) In lieu of any further salary payments to the
Executive for periods subsequent to the Date of Termination and in lieu of any
severance benefit otherwise payable to the Executive, the Company shall pay to
the Executive a lump sum severance payment, in cash, equal to the Applicable
Multiplier times the sum of (i) the higher of the Executive's annual base salary
in effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or such salary in effect immediately
prior to the Change in Control, and (ii) the higher of (x) the target bonus for
the year in which the Notice of Termination is provided or (y) the highest
actual bonus paid or payable to the Executive pursuant to the Company's Bonus
Plan or any successor thereto (the "Bonus Plan") for any of the five years
completed immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based.

                            (B) Notwithstanding any provision of the Bonus Plan,
the Company shall pay to the Executive a lump sum amount, in cash, equal to the
sum of (i) any bonus amount which has been allocated or awarded to the Executive
for a completed fiscal year or other measuring period preceding the Date of
Termination under the Bonus Plan but has not yet been paid (pursuant to Section
5.2 hereof or otherwise) and (ii) a pro rata portion to the Date of Termination
of the aggregate value of all contingent bonus awards to the Executive for all
uncompleted periods under the Bonus Plan calculated as to each such award by
assuming the achievement of the target performance level within the performance
range established with respect to such award and basing such pro-rata portion
upon the portion of the award period that has elapsed as of the Date of
Termination;

                            (C) For a thirty-six (36) month period after the
Date of Termination the Company shall arrange to provide the Executive with
life, disability, accident and health insurance benefits substantially similar
to those which the Executive is receiving immediately prior to the Notice of
Termination (without giving effect to any reduction in such benefits subsequent
to a Change in Control if such reduction constitutes Good Reason). Benefits
otherwise receivable by the Executive pursuant to this Section 6.1(C) shall be
reduced to the extent comparable benefits are actually received by or made
available to the Executive without cost during the above-referenced period. In
addition, any such benefits actually received by the Executive shall be reported
to the Company by the Executive.


                                      -4-



                       6.2. (A) Whether or not the Executive becomes entitled to
the Severance Payments, if any of the Total Payments will be subject to the
Excise Tax, the Company shall pay to the Executive an additional amount (the
"Gross-Up Payment") such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Total Payments and any federal, state and
local income tax and Excise Tax upon the payment provided for by this Section
6.2, shall be equal to the excess of the Total Payments over the payment
provided for by this Section 6.2.

                            (B) For purposes of determining whether any of the
Total Payments will be subject to the Excise Tax and the amount of such Excise
Tax, (i) any payments or benefits received or to be received by the Executive in
connection with a Change in Control or the Executive's termination of
employment, whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any Person whose actions result in a
Change in Control or any Person affiliated with the Company or such Person (the
"Total Payments") shall be treated as "parachute payments" (within the meaning
of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel
selected by the Company's independent auditors and reasonably acceptable to the
Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of section 280G(b)(4)(A) of the Code,
and all "excess parachute payments" (within the meaning of section 280G(b)(1) of
the Code) shall be treated as subject to the Excise Tax unless, in the opinion
of such tax counsel, such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered (within the
meaning of section 280G(b)(4)(B) of the Code), or are otherwise not subject to
the Excise Tax, and (ii) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, the Executive shall
be deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be
made, FICA taxes at the highest rate applicable with respect to wages in excess
of the Social Security taxable wage base in effect for the year of payment, and
state and local income taxes at the highest marginal rate of taxation in the
state and locality of the Executive's residence on the Date of Termination (or
such other time as is hereinafter described), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.

                            (C) In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of termination of the Executive's employment (or such other time as is
hereinafter described), the Executive shall repay to the Company, at the time
that the amount of such reduction in Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income tax imposed on the Gross-Up Payment being repaid by the
Executive to the extent that such repayment results in a reduction in Excise Tax

                                      -5-



or a federal, state or local income tax deduction) plus interest on the amount
of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder at the time of the termination of the Executive's employment
(or such other time as is hereinafter described) (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or addition payable by the
Executive with respect to such excess) at the time that the amount of such
excess is finally determined. The Executive and the Company shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Total Payments. If an Executive who remains in the
employ of the Company becomes entitled to the payment provided for by this
paragraph, such payment shall be made no later than the later of (i) the fifth
day following the date on which the Executive notifies the Company that he is
subject to the Excise Tax and (ii) twenty days prior to the date on which the
Excise Tax is initially due.

                       6.3. The payments provided for in section 6.1 hereof
(other than Section 6.1(C)) and in Section 6.2 hereof shall be made not later
than the fifth day following the Date of Termination; provided, however, that,
if the amounts of such payments cannot be finally determined on or before such
day, the Company shall pay to the Executive on such day an estimate, as
determined in good faith by the Company of the minimum amount of such payments
to which the Executive is clearly entitled and shall pay the remainder of such
payments (together with interest at the rate provided in section 1274(b)(2)(B)
of the Code) as soon as the amount thereof can be determined but in no event
later than the thirtieth (30th) day after the Date of Termination. In the event
that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the Company
to the Executive, payable on the fifth (5th) business day after demand by the
Company (together with interest at the rate provided in section 1274(b)(2)(B) of
the Code). At the time that payments are made under this section, the Company
shall provide the Executive with a written statement setting forth the manner in
which such payments were calculated and the basis for such calculations
including, without limitation, any opinions or other advice the Company has
received from outside counsel, auditors or consultants (and any such opinions or
advice which are in writing shall be attached to the statement).

                       6.4. The Company also shall pay to the Executive all
legal fees and expenses incurred in good faith by the Executive as a result of a
termination of the Executive's employment following a Change in Control and
during the term of this Agreement (including all such fees and expenses, if any,
incurred in disputing in good faith any such termination or in seeking in good
faith to obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of section 4999 of the Code to any payment or benefit provided
hereunder). For purposes of this Section 6.4, an Executive shall be deemed to
have acted in good faith unless an arbitrator finds that the Executive's action
resulting in such legal fees and expenses was frivolous. Such payments shall be
made within five (5) business days after delivery of the Executive's written
request for payment accompanied with such evidence of fees and expenses incurred
as the Company reasonably may require.


                                      -6-




                  7. Termination Procedures and Compensation During Dispute.

                         7.1. After a Change in Control and during the term of
this Agreement, any purported termination of the Executive's employment (other
than by reason of death) shall be communicated by written Notice of Termination
from one party hereto to the other party hereto in accordance with Section 10
hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated. Further, a Notice of Termination for Cause is
required to include a copy of a resolution duly adopted by the affirmative vote
of not less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board which was called and held for the purpose of considering
such termination (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive's Counsel, to be heard before the
Board) finding that, in the good faith opinion of the Board, the Executive
engaged in conduct set forth in clause (i) or (ii) of the definition of Cause
herein, and specifying the particulars thereof in detail.

                         7.2. "Date of Termination," with respect to any
purported termination of the Executive's employment after a Change in Control
and during the term of this Agreement, shall mean (i) If the Executive's
employment is terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that the Executive shall not have returned to the
full-time performance of the Executive's duties during such thirty (30) day
period), and (ii) if the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days (except in
the case of a termination for Cause) and, in the case of a termination by the
Executive, shall not be less than fifteen (15) days nor more than sixty (60)
days from the date such Notice of Termination is given).

                         7.3. If prior to the Date of Termination (as determined
without regard to this Section 7.3), either party notifies the other party that
a dispute exists concerning the termination, the Date of Termination shall be
the date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that the Date of Termination shall be extended by a notice of
dispute provided by the Executive only if such notice in given in good faith and
the Executive pursues the resolution of such dispute with reasonable diligence.

                         7.4. If a purported termination occurs following a
Change in Control and during the term of this Agreement, and such termination is
disputed in accordance with Section 7.3 hereof, the Company shall continue to
pay the Executive the full compensation in effect when the notice giving rise to
the dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given until the Date of Termination, determined in accordance with Section
7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other
amounts due under this Agreement (other than those due under Section 5.2 hereof)
and shall not be offset against or reduce any other amounts due under this
Agreement.

                                      -7-



                  8. No Mitigation. The Company agrees that if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to this
Agreement. Further, the amount of any payment or benefit provided for in this
Agreement (other than Section 6.1(C)) shall not be reduced by any compensation
earned by the Executive as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by the
Executive to the Company, or otherwise.

                  9. Successors; Binding Agreement.

                         9.1. In addition to any obligations imposed by law upon
any successor to the Company, the Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as the Executive would be entitled to hereunder if the
Executive were to terminate the Executive's employment for Good Reason after a
Change in Control, except that, for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.

                         9.2. This Agreement shall inure to the benefit of and
be enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.

                  10. Notices. For the purpose of this Agreement, notices and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered or mailed by
United states registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:


                                      -8-



                  To the Company:

                  Systems & Computer Technology Corporation
                  4 Country View Road
                  Malvern, PA 19355
                  Attention: Chairman and Chief Executive Officer

                  To the Executive:

                  Michael D. Chamberlain
                  4 Country View Road
                  Malvern, PA 19355

                  11. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction this Agreement shall be
governed by the laws of the Commonwealth of Pennsylvania. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under Sections 4.2, 6 and 7 shall
survive the expiration of the term of this Agreement.

                  12. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


                                      -9-



                  13. Counterparts; Coordination with Employment Agreement.

                         13.1. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instruments.

                         13.2. The terms of this Agreement shall be coordinated
with and applied in conjunction with the terms of the Executive's employment
agreement, if any, with the Company. In general, it is the intent of the parties
that, subsequent to a Change in Control and during the term of this Agreement,
the provisions of this Agreement shall supersede and substitute for those
provisions of the employment agreement relating to the Executive's entitlement
to benefits in connection with any termination of the Executive's employment,
but shall not supersede for any period the provisions of such employment
agreement pertaining to the terms of the Executive's employment. Except for
circumstances relating to a termination of employment following a Change in
Control during the term of this Agreement, as provided for herein, all terms and
conditions of the Executive's employment with the Company shall be governed by
the terms of the Executive's employment agreement (including but not limited to
any such term granting additional years of service to the Executive for purposes
of any of the Company's employee benefit plans).

                  14. Settlement of Disputes; Arbitration. All claims by the
Executive for benefits under this Agreement shall be directed to and determined
by the Board and shall be in writing. Any denial by the Board of a claim for
benefits under this Agreement shall be delivered to the Executive in writing and
shall set forth the specific reasons for the denial and the specific provisions
of this Agreement relied upon. The Board shall afford a reasonable opportunity
to the Executive for a review of the decision denying a claim and shall further
allow the Executive to appeal to the Board a decision of the Board within sixty
(60) days after notification by the Board that the Executive's claim has been
denied. Any further dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in Philadelphia,
Pennsylvania in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that the Executive shall be
entitled to seek specific performance of the Executive's right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

                  15. Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated below:

                            (A) "Applicable Multiplier" means 3.

                            (B) "Base Amount" shall have the meaning defined in
section 280G(b)(3) of the Code.

                            (C) "Board" shall mean the Board of Directors of the
Company.


                                      -10-



                            (D) "Cause" for termination by the Company of the
Executive's employment, after any Change in Control, shall mean (i) the willful
and continued failure by the Executive to substantially perform the Executive's
duties with the Company (other than any such failure resulting from the
Executive's incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 7.1 hereof) after a written demand
for substantial performance is delivered to the Executive by the Board, which
demand specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be "Willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company.

                            (E) A "Change in Control" shall be deemed to have
occurred if the events set forth in any one of the following paragraphs shall
have occurred:

                                (i) The acquisition in one or more transactions
by any "Person" (as the term person is used for purposes of Sections 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) of
"Beneficial Ownership" (as the term beneficial ownership is used for purposes of
Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the
combined voting power of the Company's then outstanding voting securities (the
"Voting Securities"), provided that for purposes of this Section 15(E)(i), the
Voting Securities acquired directly from the Company by any Person shall be
excluded from the determination of such Person's Beneficial Ownership of Voting
Securities (but such Voting Securities shall be included in the calculation of
the total number of Voting Securities then outstanding); or

                                (ii) Approval by shareholders of the Company of
(A) a merger, reorganization or consolidation involving the Company if the
shareholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or



                                      -11-



                                (iii) Acceptance by shareholders of the Company
of shares in a share exchange if the shareholders of the Company immediately
before such share exchange do not or will not own directly or indirectly
immediately following such share exchange more than fifty percent (50%) of the
combined voting power of the outstanding voting securities of the corporation
resulting from or surviving such share exchange in substantially the same
proportion as the ownership of the Voting Securities outstanding immediately
before such share exchange.

                  Notwithstanding the foregoing, a Change in Control shall not
include any event, circumstance or transaction occurring during the six-month
period following a Potential Change in Control which Potential Change in Control
results from the action of any entity or group which includes the Executive (a
"Management Group"); provided, however, that such action shall not be taken into
account for this purpose if it occurs within a six-month period following a
Potential Change in Control resulting from the action of any Person which is not
a member of the Management Group.

                       (F) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time. References to specific sections of the code shall
include any successors thereto.

                       (G) "Company" shall mean SYSTEMS & COMPUTER TECHNOLOGY
CORPORATION, a Delaware corporation, and any successor to its business or assets
which assumes and agrees to perform this Agreement by operation of law, or
otherwise (except in determining, under Section 15(E) hereof, whether or not any
Change in Control of the Company has occurred in connection with such
succession).

                       (H) "Date of Termination" shall have the meaning stated
in Section 7.2 hereof.

                       (I) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the Executive's duties with
the Company for a period of six (6) consecutive months, the Company shall have
given the Executive a Notice of Termination for Disability and, within thirty
(30) days after such Notice of Termination is given, the Executive shall not
have returned to the full-time performance of the Executive's duties.

                       (J) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.


                                      -12-



                       (K) "Excise Tax" shall mean any excise tax imposed under
section 4999 of the Code.

                       (L) "Executive" shall mean the individual named in the
first paragraph of this Agreement.

                       (M) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act
described in paragraph (i), (v), (vi) or (vii) hereof, such act or failure to
act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:

                            (i) the assignment by the Company to the Executive
of any duties inconsistent with the Executive's status as an executive of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those in effect immediately prior to the
Change in Control;

                            (ii) a reduction by the Company in the Executive's
annual base salary as in effect on the date hereof or as the same may be
increased from time to time;

                            (iii) the relocation by the Company of its principal
executive offices to a location more than 30 miles from the location of such
office immediately prior to the Change in Control or the Company's requiring the
Executive to be based anywhere other than the Company's principal executive
offices except for required travel on the Company's business to an extent
substantially consistent with the Executive's present business travel
obligations;

                            (iv) the failure by the Company to pay to the
Executive any portion of the Executive's current compensation, or to pay to the
Executive any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days of the date
such compensation is due;

                            (v) the failure by the Company to continue in effect
any compensation plan in which the Executive participates immediately prior to
the Change in Control which is material to the Executive's total compensation,
including but not limited to the Bonus Plan and any similar or substitute plan
adopted prior to the Change in Control, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan, or the failure by the Company to continue the Executive's
participation therein (or in such substitute or alternative plan) on a basis not
materially less favorable, both in terms of the amount of benefits provided and
the level of the Executive's participation relative to other participants, as
existed at the time of the Change in Control;


                                      -13-



                            (vi) the failure by the Company to continue to
provide the Executive with benefits substantially similar to those enjoyed by
the Executive under any of the Company's pension, life insurance medical, health
and accident, or disability plans in which the Executive was participating at
the time of the Change in Control, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed by the Executive at the
time of the Change in Control, or the failure by the Company to provide the
Executive with the number of paid vacation days to which the Executive is
entitled on the basis of years of service with the Company in accordance, with
the Company's normal vacation policy in effect at the time of the Change in
Control; or

                            (vii) any purported termination by the Company of
the Executive's employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 7.1; for purposes of this
Agreement, no such purported termination shall be effective.

                  In addition, Good Reason for termination by the Executive
shall exist during a thirty (30) day period commencing on the first anniversary
of a Change in Control if the Executive continues in service as an employee
during the year preceding the first anniversary of the Change in Control. For
this purpose, the term "Change in Control" shall not include any "Potential
Change in Control," notwithstanding any provision of this Agreement to the
contrary.

                  The Executive's right to terminate the Executive's employment
for Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. The Executive's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.

                       (N) "Gross-Up Payment" shall have the meaning stated in
Section 6.2 hereof.

                       (O) "Notice of Termination" shall have the meaning stated
in Section 7.1 hereof.


                       (P) "Person" shall have the meaning given in section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof; provided, however, that a Person shall not include (i) the Company or
any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries, (iii)
an underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


                                      -14-



                       (Q) "Potential Change in Control" shall be deemed to have
occurred if the events set forth in any one of the following paragraphs shall
have occurred:

                            (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control;

                            (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which, if consummated, would
constitute a Change in Control;

                            (iii) any Person who both (x) is on the date hereof
or subsequently becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing at least 10% or more of the combined
voting power of the Company's then outstanding securities and (y) increases his
or her beneficial ownership of such securities by 5% or more over the percentage
so owned by such Person on the date hereof; or

                            (iv) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control has
occurred.

                         (R) "Severance Payments" shall have the meaning stated
in Section 6.1 hereof.

                         (S) "Total Payments" shall have the meaning stated in
Section 6.2 hereof. (A)

                  IN WITNESS WHEREOF, this Agreement has been executed, as of
the date first above written, on behalf of this Company by its duly authorized
officer and by the Executive.

ATTEST:                            SYSTEMS & COMPUTER TECHNOLOGY
                                   CORPORATION



/s/ Richard A. Blumenthal           By: /s/ Michael J. Emmi
    -----------------------             ------------------------------------
    Secretary                           Michael J. Emmi
                                        Chairman & CEO


                                    EXECUTIVE



                                    By: /s/ Michael D. Chamberlain
                                        -------------------------------------
                                        Michael D. Chamberlain


                                      -15-

EX-10

                               SEVERANCE AGREEMENT


                  THIS AGREEMENT dated as of April 21, 1999 is made by and
between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION, a Delaware corporation (the
"Company"), and Eric Haskell (the "Executive").

                  WHEREAS, the Company considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel; and

                  WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control (as defined in the last Section hereof)
exists and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders; and

                  WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change in Control;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Company and the Executive hereby agree as
follows:

         1. Defined Terms. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof.

         2. Term of Agreement.

                  2.1. This Agreement shall commence on the date hereof and
shall continue in effect through December 31, 2000; provided, however, that
commencing on January 1, 2001 and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company or the Executive
shall have given notice not to extend this Agreement or a Change in Control
shall have occurred prior to such January 1; and further provided, however, if a
Change in Control shall have occurred during the term of this Agreement, this
Agreement shall continue in effect for a period ending on the last day of the
twenty-fourth calendar month beginning after the month in which such Change in
Control occurred.






                  2.2. During the initial term of this Agreement or any
subsequent renewal term of this Agreement, if, prior to a Change in Control, the
Executive ceases to be employed in the position of Senior Vice President and
Chief Financial Officer, but remains employed by the Company in a non-executive
position, this Agreement shall be deemed to have terminated as of the date the
Executive ceases to be employed in an executive position; provided, however, the
Board, in its sole discretion, may designate that this Agreement shall remain in
effect with respect to the Executive's subsequent position with the Company,
and, as a result of this designation, the Company and the Executive shall
continue to be bound by the terms of this Agreement. Notwithstanding the
foregoing, this Section 2.2 shall not apply if the Executive ceases to be
employed in an executive position as the result of any action taken by the
Company in consultation with a Person with whom the Company has entered into an
agreement the consummation of which will constitute a Change in Control or if
the Executive terminates his employment with Good Reason prior to a Change in
Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(M)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.

         3. Company's Covenants Summarized. To induce the Executive to remain in
the employ of the Company and in consideration of the Executive's covenants set
forth in Section 4 hereof, the Company agrees, under the conditions described
herein, to pay the Executive the Severance Payments described in Section 6.1
hereof and the other payments and benefits described herein in the event the
Executive's employment with the Company is terminated following a Change in
Control and during the term of this Agreement. Except as provided in Section 9.1
hereof or Section 6.2 hereof, no amount or benefit shall be payable under this
Agreement unless there shall have been (or, pursuant to Section 6.1 hereof,
there shall be deemed to have been) a termination of the Executive's employment
with the Company following a Change in Control. This Agreement shall not be
construed as creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and the Company, the
Executive shall not have any right to be retained in the employ of the Company.

         4. The Executive's Covenants.

                  4.1. The Executive agrees that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control
during the term of this Agreement, the Executive will remain in the employ of
the Company until the earliest of (i) a date which is six (6) months from the
date of such Potential Change in Control, (ii) the date of a Change in Control,
(iii) the date of termination by the Executive of the Executive's employment for
Good Reason (determined by treating the Potential Change in Control as a Change
in Control in applying the definition of Good Reason under Section 15(M)(i)
through (vii) hereof) or by reason of death, Disability or retirement, or (iv)
the termination by the Company of the Executive's employment for any reason.



                                      -2-



                  4.2. While the Executive is employed by the Company and for a
period of one year after the effective date of Executive's termination of
employment if Executive's employment is terminated following a Change in Control
and Executive becomes entitled to receive any payment under Section 6.1 of this
Agreement, the Executive covenants and agrees that he will not, whether for
himself or for any other person, business, partnership, association, firm,
company or corporation, directly or indirectly, call upon, solicit, divert or
take away or attempt to solicit, divert or take away, any of the customers or
employees of the Company that are or were customers or employees at any time
during his employment with the Company. The Executive acknowledges that the
Company would be irreparably injured by a violation of this Section 4.2, and
agrees that the Company, in addition to other remedies available to it for such
breach or threatened breach, shall be entitled to a preliminary injunction,
temporary restraining order or other equitable relief restraining the Executive
from any actual or threatened breach of this Section 4.2 without any bond or
other security being required.

         5. Compensation Other Than Severance Payments.

                  5.1. Following a Change in Control and during the term of this
Agreement, during any period that the Executive fails to perform the Executive's
full-time duties with the Company as a result of incapacity due to physical or
mental illness, the Company shall pay the Executive's full salary to the
Executive at the rate in effect at the commencement of any such period, together
with all compensation and benefits payable to the Executive under the terms of
any compensation or benefit plan, program or arrangement maintained by the
Company during such period, until the Executive's employment is terminated by
the Company for Disability.

                  5.2. If the Executive's employment shall be terminated for any
reason following a Change in Control and during the term of this Agreement, the
Company shall pay the Executive's full salary to the Executive through the Date
of Termination at the rate in effect at the time the Notice of Termination is
given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program or arrangement maintained by the Company during such period.

                  5.3. If the Executive's employment shall be terminated for any
reason following a Change in Control and during the term of this Agreement the
Company shall pay the Executive's normal post-termination compensation and
benefits to the Executive when such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, this Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements.

         6. Severance Payments.

                  6.1. The Company shall pay the Executive the payments
described in this Section 6.1 (the "Severance Payments") upon the termination of
the Executive's employment following a Change in Control and during the term of
this Agreement, in addition to the payments and benefits described in Section 5
hereof, unless such termination is (i) by the Company for Cause, (ii) by reason
of death or Disability, or (iii) by the Executive without Good Reason. The
Executive's employment shall be deemed to have been terminated, following a
Change in Control by the Company without Cause or by the Executive with Good
Reason if the Executive's employment is terminated prior to a Change in Control
without Cause after consultation with a Person who has entered into an agreement
with the Company the consummation of which will constitute a Change in Control
or if the Executive terminates his employment with Good Reason prior to a Change
in Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(M)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.



                                      -3-


                           (A) In lieu of any further salary payments to the
Executive for periods subsequent to the Date of Termination and in lieu of any
severance benefit otherwise payable to the Executive, the Company shall pay to
the Executive a lump sum severance payment, in cash, equal to the Applicable
Multiplier times the sum of (i) the higher of the Executive's annual base salary
in effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or such salary in effect immediately
prior to the Change in Control, and (ii) the higher of (x) the target bonus for
the year in which the Notice of Termination is provided or (y) the highest
actual bonus paid or payable to the Executive pursuant to the Company's Bonus
Plan or any successor thereto (the "Bonus Plan") for any of the five years
completed immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based.

                           (B) Notwithstanding any provision of the Bonus Plan,
the Company shall pay to the Executive a lump sum amount, in cash, equal to the
sum of (i) any bonus amount which has been allocated or awarded to the Executive
for a completed fiscal year or other measuring period preceding the Date of
Termination under the Bonus Plan but has not yet been paid (pursuant to Section
5.2 hereof or otherwise) and (ii) a pro rata portion to the Date of Termination
of the aggregate value of all contingent bonus awards to the Executive for all
uncompleted periods under the Bonus Plan calculated as to each such award by
assuming the achievement of the target performance level within the performance
range established with respect to such award and basing such pro-rata portion
upon the portion of the award period that has elapsed as of the Date of
Termination;

                           (C) For a thirty-six (36) month period after the Date
of Termination the Company shall arrange to provide the Executive with life,
disability, accident and health insurance benefits substantially similar to
those which the Executive is receiving immediately prior to the Notice of
Termination (without giving effect to any reduction in such benefits subsequent
to a Change in Control if such reduction constitutes Good Reason). Benefits
otherwise receivable by the Executive pursuant to this Section 6.1(C) shall be
reduced to the extent comparable benefits are actually received by or made
available to the Executive without cost during the above-referenced period. In
addition, any such benefits actually received by the Executive shall be reported
to the Company by the Executive.

                                      -4-


                  6.2. (A) Whether or not the Executive becomes entitled to the
Severance Payments, if any of the Total Payments will be subject to the Excise
Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Executive, after deduction of
any Excise Tax on the Total Payments and any federal, state and local income tax
and Excise Tax upon the payment provided for by this Section 6.2, shall be equal
to the excess of the Total Payments over the payment provided for by this
Section 6.2.

                           (B) For purposes of determining whether any of the
Total Payments will be subject to the Excise Tax and the amount of such Excise
Tax, (i) any payments or benefits received or to be received by the Executive in
connection with a Change in Control or the Executive's termination of
employment, whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any Person whose actions result in a
Change in Control or any Person affiliated with the Company or such Person (the
"Total Payments") shall be treated as "parachute payments" (within the meaning
of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel
selected by the Company's independent auditors and reasonably acceptable to the
Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of section 280G(b)(4)(A) of the Code,
and all "excess parachute payments" (within the meaning of section 280G(b)(1) of
the Code) shall be treated as subject to the Excise Tax unless, in the opinion
of such tax counsel, such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered (within the
meaning of section 280G(b)(4)(B) of the Code), or are otherwise not subject to
the Excise Tax, and (ii) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, the Executive shall
be deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be
made, FICA taxes at the highest rate applicable with respect to wages in excess
of the Social Security taxable wage base in effect for the year of payment, and
state and local income taxes at the highest marginal rate of taxation in the
state and locality of the Executive's residence on the Date of Termination (or
such other time as is hereinafter described), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.



                                      -5-



                           (C) In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of termination of the Executive's employment (or such other time as is
hereinafter described), the Executive shall repay to the Company, at the time
that the amount of such reduction in Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income tax imposed on the Gross-Up Payment being repaid by the
Executive to the extent that such repayment results in a reduction in Excise Tax
or a federal, state or local income tax deduction) plus interest on the amount
of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder at the time of the termination of the Executive's employment
(or such other time as is hereinafter described) (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or addition payable by the
Executive with respect to such excess) at the time that the amount of such
excess is finally determined. The Executive and the Company shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Total Payments. If an Executive who remains in the
employ of the Company becomes entitled to the payment provided for by this
paragraph, such payment shall be made no later than the later of (i) the fifth
day following the date on which the Executive notifies the Company that he is
subject to the Excise Tax and (ii) twenty days prior to the date on which the
Excise Tax is initially due.

                  6.3. The payments provided for in section 6.1 hereof (other
than Section 6.1(C)) and in Section 6.2 hereof shall be made not later than the
fifth day following the Date of Termination; provided, however, that, if the
amounts of such payments cannot be finally determined on or before such day, the
Company shall pay to the Executive on such day an estimate, as determined in
good faith by the Company of the minimum amount of such payments to which the
Executive is clearly entitled and shall pay the remainder of such payments
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined but in no event later than
the thirtieth (30th) day after the Date of Termination. In the event that the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, such excess shall constitute a loan by the Company to the
Executive, payable on the fifth (5th) business day after demand by the Company
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code). At the time that payments are made under this section, the Company shall
provide the Executive with a written statement setting forth the manner in which
such payments were calculated and the basis for such calculations including,
without limitation, any opinions or other advice the Company has received from
outside counsel, auditors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

                  6.4. The Company also shall pay to the Executive all legal
fees and expenses incurred in good faith by the Executive as a result of a
termination of the Executive's employment following a Change in Control and
during the term of this Agreement (including all such fees and expenses, if any,
incurred in disputing in good faith any such termination or in seeking in good
faith to obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of section 4999 of the Code to any payment or benefit provided
hereunder). For purposes of this Section 6.4, an Executive shall be deemed to
have acted in good faith unless an arbitrator finds that the Executive's action
resulting in such legal fees and expenses was frivolous. Such payments shall be
made within five (5) business days after delivery of the Executive's written
request for payment accompanied with such evidence of fees and expenses incurred
as the Company reasonably may require.



                                      -6-



         7. Termination Procedures and Compensation During Dispute.

                  7.1. After a Change in Control and during the term of this
Agreement, any purported termination of the Executive's employment (other than
by reason of death) shall be communicated by written Notice of Termination from
one party hereto to the other party hereto in accordance with Section 10 hereof.
For purposes of this Agreement, a "Notice of Termination" shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated. Further, a Notice of Termination for Cause is
required to include a copy of a resolution duly adopted by the affirmative vote
of not less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board which was called and held for the purpose of considering
such termination (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive's Counsel, to be heard before the
Board) finding that, in the good faith opinion of the Board, the Executive
engaged in conduct set forth in clause (i) or (ii) of the definition of Cause
herein, and specifying the particulars thereof in detail.

                  7.2. "Date of Termination," with respect to any purported
termination of the Executive's employment after a Change in Control and during
the term of this Agreement, shall mean (i) If the Executive's employment is
terminated for Disability, thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the full-time
performance of the Executive's duties during such thirty (30) day period), and
(ii) if the Executive's employment is terminated for any other reason, the date
specified in the Notice of Termination (which, in the case of a termination by
the Company, shall not be less than thirty (30) days (except in the case of a
termination for Cause) and, in the case of a termination by the Executive, shall
not be less than fifteen (15) days nor more than sixty (60) days from the date
such Notice of Termination is given).

                  7.3. If prior to the Date of Termination (as determined
without regard to this Section 7.3), either party notifies the other party that
a dispute exists concerning the termination, the Date of Termination shall be
the date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that the Date of Termination shall be extended by a notice of
dispute provided by the Executive only if such notice in given in good faith and
the Executive pursues the resolution of such dispute with reasonable diligence.




                                      -7-



                  7.4. If a purported termination occurs following a Change in
Control and during the term of this Agreement, and such termination is disputed
in accordance with Section 7.3 hereof, the Company shall continue to pay the
Executive the full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given until the Date of Termination, determined in accordance with Section
7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other
amounts due under this Agreement (other than those due under Section 5.2 hereof)
and shall not be offset against or reduce any other amounts due under this
Agreement.

         8. No Mitigation. The Company agrees that if the Executive's employment
by the Company is terminated during the term of this Agreement, the Executive is
not required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to this Agreement.
Further, the amount of any payment or benefit provided for in this Agreement
(other than Section 6.1(C)) shall not be reduced by any compensation earned by
the Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.

         9. Successors; Binding Agreement.

                  9.1. In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as the Executive would be entitled to hereunder if the
Executive were to terminate the Executive's employment for Good Reason after a
Change in Control, except that, for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.

                  9.2. This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.




                                      -8-



         10. Notices. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or mailed by United
states registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth below, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon actual receipt:

                  To the Company:

                  Systems & Computer Technology Corporation
                  4 Country View Road
                  Malvern, PA 19355
                  Attention:  Chairman and Chief Executive Officer

                  To the Executive:

                  Eric Haskell
                  518 Candace Road
                  Villanova, PA 19085

         11. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction this Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law and any
additional withholding to which the Executive has agreed. The obligations of the
Company and the Executive under Sections 4.2, 6 and 7 shall survive the
expiration of the term of this Agreement.

         12. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.



                                      -9-



         13. Counterparts; Coordination with Employment Agreement.

                  13.1. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instruments.

                  13.2. The terms of this Agreement shall be coordinated with
and applied in conjunction with the terms of the Executive's employment
agreement, if any, with the Company. In general, it is the intent of the parties
that, subsequent to a Change in Control and during the term of this Agreement,
the provisions of this Agreement shall supersede and substitute for those
provisions of the employment agreement relating to the Executive's entitlement
to benefits in connection with any termination of the Executive's employment,
but shall not supersede for any period the provisions of such employment
agreement pertaining to the terms of the Executive's employment. Except for
circumstances relating to a termination of employment following a Change in
Control during the term of this Agreement, as provided for herein, all terms and
conditions of the Executive's employment with the Company shall be governed by
the terms of the Executive's employment agreement (including but not limited to
any such term granting additional years of service to the Executive for purposes
of any of the Company's employee benefit plans).

         14. Settlement of Disputes; Arbitration. All claims by the Executive
for benefits under this Agreement shall be directed to and determined by the
Board and shall be in writing. Any denial by the Board of a claim for benefits
under this Agreement shall be delivered to the Executive in writing and shall
set forth the specific reasons for the denial and the specific provisions of
this Agreement relied upon. The Board shall afford a reasonable opportunity to
the Executive for a review of the decision denying a claim and shall further
allow the Executive to appeal to the Board a decision of the Board within sixty
(60) days after notification by the Board that the Executive's claim has been
denied. Any further dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in Philadelphia,
Pennsylvania in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that the Executive shall be
entitled to seek specific performance of the Executive's right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

         15. Definitions. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

                           (A) "Applicable Multiplier" means 3.

                           (B) "Base Amount" shall have the meaning defined in
section 280G(b)(3) of the Code.



                                      -10-


                           (C) "Board" shall mean the Board of Directors of the
Company.

                           (D) "Cause" for termination by the Company of the
Executive's employment, after any Change in Control, shall mean (i) the willful
and continued failure by the Executive to substantially perform the Executive's
duties with the Company (other than any such failure resulting from the
Executive's incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 7.1 hereof) after a written demand
for substantial performance is delivered to the Executive by the Board, which
demand specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be "Willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company.

                           (E) A "Change in Control" shall be deemed to have
occurred if the events set forth in any one of the following paragraphs shall
have occurred:

                                    (i) The acquisition in one or more
transactions by any "Person" (as the term person is used for purposes of
Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) of "Beneficial Ownership" (as the term beneficial ownership is used
for purposes of Rule 13d-3 promulgated under the 1934 Act) of fifty percent
(50%) or more of the combined voting power of the Company's then outstanding
voting securities (the "Voting Securities"), provided that for purposes of this
Section 15(E)(i), the Voting Securities acquired directly from the Company by
any Person shall be excluded from the determination of such Person's Beneficial
Ownership of Voting Securities (but such Voting Securities shall be included in
the calculation of the total number of Voting Securities then outstanding); or


                                      -11-



                                    (ii) Approval by shareholders of the Company
of (A) a merger, reorganization or consolidation involving the Company if the
shareholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or

                                    (iii) Acceptance by shareholders of the
Company of shares in a share exchange if the shareholders of the Company
immediately before such share exchange do not or will not own directly or
indirectly immediately following such share exchange more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from or surviving such share exchange in substantially the
same proportion as the ownership of the Voting Securities outstanding
immediately before such share exchange.

         Notwithstanding the foregoing, a Change in Control shall not include
any event, circumstance or transaction occurring during the six-month period
following a Potential Change in Control which Potential Change in Control
results from the action of any entity or group which includes the Executive (a
"Management Group"); provided, however, that such action shall not be taken into
account for this purpose if it occurs within a six-month period following a
Potential Change in Control resulting from the action of any Person which is not
a member of the Management Group.

                           (F) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time. References to specific sections of the code
shall include any successors thereto.

                           (G) "Company" shall mean SYSTEMS & COMPUTER
TECHNOLOGY CORPORATION, a Delaware corporation, and any successor to its
business or assets which assumes and agrees to perform this Agreement by
operation of law, or otherwise (except in determining, under Section 15(E)
hereof, whether or not any Change in Control of the Company has occurred in
connection with such succession).

                           (H) "Date of Termination" shall have the meaning
stated in Section 7.2 hereof.

                           (I) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the Executive's duties with
the Company for a period of six (6) consecutive months, the Company shall have
given the Executive a Notice of Termination for Disability and, within thirty
(30) days after such Notice of Termination is given, the Executive shall not
have returned to the full-time performance of the Executive's duties.

                           (J) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.


                                      -12-



                           (K) "Excise Tax" shall mean any excise tax imposed
under section 4999 of the Code.

                           (L) "Executive" shall mean the individual named in
the first paragraph of this Agreement.

                           (M) "Good Reason" for termination by the Executive of
the Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act
described in paragraph (i), (v), (vi) or (vii) hereof, such act or failure to
act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:

                                    (i) the assignment by the Company to the
Executive of any duties inconsistent with the Executive's status as an executive
of the Company or a substantial adverse alteration in the nature or status of
the Executive's responsibilities from those in effect immediately prior to the
Change in Control;

                                    (ii) a reduction by the Company in the
Executive's annual base salary as in effect on the date hereof or as the same
may be increased from time to time;

                                    (iii) the relocation by the Company of its
principal executive offices to a location more than 30 miles from the location
of such office immediately prior to the Change in Control or the Company's
requiring the Executive to be based anywhere other than the Company's principal
executive offices except for required travel on the Company's business to an
extent substantially consistent with the Executive's present business travel
obligations;

                                    (iv) the failure by the Company to pay to
the Executive any portion of the Executive's current compensation, or to pay to
the Executive any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days of the date
such compensation is due;

                                    (v) the failure by the Company to continue
in effect any compensation plan in which the Executive participates immediately
prior to the Change in Control which is material to the Executive's total
compensation, including but not limited to the Bonus Plan and any similar or
substitute plan adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Company to continue the
Executive's participation therein (or in such substitute or alternative plan) on
a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to other
participants, as existed at the time of the Change in Control;



                                      -13-


                                    (vi) the failure by the Company to continue
to provide the Executive with benefits substantially similar to those enjoyed by
the Executive under any of the Company's pension, life insurance medical, health
and accident, or disability plans in which the Executive was participating at
the time of the Change in Control, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed by the Executive at the
time of the Change in Control, or the failure by the Company to provide the
Executive with the number of paid vacation days to which the Executive is
entitled on the basis of years of service with the Company in accordance, with
the Company's normal vacation policy in effect at the time of the Change in
Control; or

                                    (vii) any purported termination by the
Company of the Executive's employment which is not effected pursuant to a Notice
of Termination satisfying the requirements of Section 7.1; for purposes of this
Agreement, no such purported termination shall be effective.

         In addition, Good Reason for termination by the Executive shall exist
during a thirty (30) day period commencing on the first anniversary of a Change
in Control if the Executive continues in service as an employee during the year
preceding the first anniversary of the Change in Control. For this purpose, the
term "Change in Control" shall not include any "Potential Change in Control,"
notwithstanding any provision of this Agreement to the contrary.

         The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness. The Executive's continued employment shall not constitute
consent to, or a waiver of rights with respect to, any act or failure to act
constituting Good Reason hereunder.

                           (N) "Gross-Up Payment" shall have the meaning stated
in Section 6.2 hereof.

                           (O) "Notice of Termination" shall have the meaning
stated in Section 7.1 hereof.

                           (P) "Person" shall have the meaning given in section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof; provided, however, that a Person shall not include (i) the Company or
any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries, (iii)
an underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                                      -14-


                           (Q) "Potential Change in Control" shall be deemed to
have occurred if the events set forth in any one of the following paragraphs
shall have occurred:

                                    (i) the Company enters into an agreement,
the consummation of which would result in the occurrence of a Change in Control;

                                    (ii) the Company or any Person publicly
announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;

                                    (iii) any Person who both (x) is on the date
hereof or subsequently becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing at least 10% or more of the combined
voting power of the Company's then outstanding securities and (y) increases his
or her beneficial ownership of such securities by 5% or more over the percentage
so owned by such Person on the date hereof; or

                                    (iv) the Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control has
occurred.

                           (R) "Severance Payments" shall have the meaning
stated in Section 6.1 hereof.

                           (S) "Total Payments" shall have the meaning stated in
Section 6.2 hereof. (A)

                                      -15-



         IN WITNESS WHEREOF, this Agreement has been executed, as of the date
first above written, on behalf of this Company by its duly authorized officer
and by the Executive.

ATTEST:                             SYSTEMS & COMPUTER TECHNOLOGY CORPORATION




/s/ Richard A. Blumenthal           By:  /s/ Michael J. Emmi
    -------------------------            ---------------------------------
    Secretary                            Michael J. Emmi
                                         Chairman & CEO


                                    EXECUTIVE



                                    By:  /s/ Eric Haskell
                                         ---------------------------------
                                         Eric Haskell




                                      -16-

EX-10

                               SEVERANCE AGREEMENT
                               -------------------


                  THIS AGREEMENT dated as of October 21, 2003 is made by and
between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION, a Delaware corporation (the
"Company"), and Brian Madocks (the "Executive").

                  WHEREAS, the Company considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel; and

                  WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control (as defined in the last Section hereof)
exists and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders; and

                  WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change in Control;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Company and the Executive hereby agree as
follows:

                  1. Defined Terms. The definition of capitalized terms used in
this Agreement is provided in the last Section hereof.

                  2. Term of Agreement.

                     2.1. This Agreement shall commence on the date hereof and
shall continue in effect through December 31, 2004; provided, however, that
commencing on January 1, 2005 and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company or the Executive
shall have given notice not to extend this Agreement or a Change in Control
shall have occurred prior to such January 1; and further provided, however, if a
Change in Control shall have occurred during the term of this Agreement, this
Agreement shall continue in effect for a period ending on the last day of the
twenty-fourth calendar month beginning after the month in which such Change in
Control occurred.






                                       -1-


                     2.2. During the initial term of this Agreement or any
subsequent renewal term of this Agreement, if, prior to a Change in Control, the
Executive ceases to be employed in the position of Executive Vice President,
Field Operations, but remains employed by the Company in a non-executive
position, this Agreement shall be deemed to have terminated as of the date the
Executive ceases to be employed in an executive position; provided, however, the
Board, in its sole discretion, may designate that this Agreement shall remain in
effect with respect to the Executive's subsequent position with the Company,
and, in the event of this designation, the Company and the Executive shall
continue to be bound by the terms of this Agreement. Notwithstanding the
foregoing, this Section 2.2 shall not apply if the Executive ceases to be
employed in an executive position as a result of any action taken by the Company
in consultation with a Person with whom the Company has entered into an
agreement the consummation of which will constitute a Change in Control or if
the Executive terminates his employment with Good Reason prior to a Change in
Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(I)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.

                  3. Company's Covenants Summarized. To induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control and during the term of this Agreement. Except as
provided in Section 9.1 hereof, no amount or benefit shall be payable under this
Agreement unless there shall have been (or, pursuant to Section 6.1 hereof,
there shall be deemed to have been) a termination of the Executive's employment
with the Company following a Change in Control. This Agreement shall not be
construed as creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and the Company, the
Executive shall not have any right to be retained in the employ of the Company.

                  4. The Executive's Covenants.

                     4.1. The Executive agrees that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control
during the term of this Agreement, the Executive will remain in the employ of
the Company until the earliest of (i) a date which is six (6) months from the
date of such Potential Change in Control, (ii) the date of a Change in Control,
(iii) the date of termination by the Executive of the Executive's employment for
Good Reason (determined by treating the Potential Change in Control as a Change
in Control in applying the definition of Good Reason under Section 15(I)(i)
through (vii) hereof) or by reason of death, Disability or retirement, or (iv)
the termination by the Company of the Executive's employment for any reason.






                                       -2-


                     4.2. While the Executive is employed by the Company and for
a period of one year after the effective date of Executive's termination of
employment if Executive's employment is terminated following a Change in Control
and Executive becomes entitled to receive any payment under Section 6.1 of this
Agreement, the Executive covenants and agrees that he will not, whether for
himself or for any other person, business, partnership, association, firm,
company or corporation, directly or indirectly, call upon, solicit, divert or
take away or attempt to solicit, divert or take away, any of the customers or
employees of the Company that are or were customers or employees at any time
during his employment with the Company. The Executive acknowledges that the
Company would be irreparably injured by a violation of this Section 4.2, and
agrees that the Company, in addition to other remedies available to it for such
breach or threatened breach, shall be entitled to a preliminary injunction,
temporary restraining order or other equitable relief restraining the Executive
from any actual or threatened breach of this Section 4.2 without any bond or
other security being required.

                  5. Compensation Other Than Severance Payments.

                     5.1. Following a Change in Control and during the term of
this Agreement, during any period that the Executive fails to perform the
Executive's full-time duties with the Company as a result of incapacity due to
physical or mental illness, the Company shall pay the Executive's full salary to
the Executive at the rate in effect at the commencement of any such period,
together with all compensation and benefits payable to the Executive under the
terms of any compensation or benefit plan, program or arrangement maintained by
the Company during such period, until the Executive's employment is terminated
by the Company for Disability.

                     5.2. If the Executive's employment shall be terminated for
any reason following a Change in Control and during the term of this Agreement,
the Company shall pay the Executive's full salary to the Executive through the
Date of Termination at the rate in effect at the time the Notice of Termination
is given, together with all compensation and benefits (other than severance and
comparable benefits and payments) payable to the Executive through the Date of
Termination under the terms of any compensation or benefit plan, program or
arrangement maintained by the Company during such period.

                     5.3. In the event of a Change in Control, all options to
purchase securities of the Company held by the Executive shall immediately vest
on such date and shall become immediately and fully exercisable.

                     5.4. If the Executive's employment shall be terminated for
any reason following a Change in Control and during the term of this Agreement,
the Company will provide the Executive with an executive outplacement counseling
program through an outplacement services firm designated by the Company for a
period of one year following the date of termination of employment at no fee to
the Executive.






                                       -3-


                     5.5. If the Executive's employment shall be terminated for
any reason following a Change in Control and during the term of this Agreement,
the Company shall pay the Executive's normal post-termination compensation and
benefits (other than severance and comparable benefits and payments) to the
Executive when such payments become due. Such post-termination compensation and
benefits shall be determined under, and paid in accordance with, the Company's
retirement, insurance and other similar programs and arrangements (other than
severance and comparable programs and arrangements).

                  6. Severance Payments.

                     6.1. The Company shall pay the Executive the payments
described in this Section 6.1 (the "Severance Payments") upon the termination of
the Executive's employment following a Change in Control and during the term of
this Agreement, in addition to the payments and benefits described in Section 5
hereof, unless such termination is (i) by the Company for Cause, (ii) by reason
of death or Disability, or (iii) by the Executive without Good Reason. The
Executive's employment shall be deemed to have been terminated, following a
Change in Control by the Company without Cause or by the Executive with Good
Reason if the Executive's employment is terminated prior to a Change in Control
without Cause after consultation with a Person who has entered into an agreement
with the Company the consummation of which will constitute a Change in Control
or if the Executive terminates his employment with Good Reason prior to a Change
in Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason under Section 15(I)(i) through
(vii) hereof) if the circumstance or event that constitutes Good Reason occurs
at the direction of such Person.

                          (A) In lieu of any further salary payments to the
Executive for periods subsequent to the Date of Termination and in lieu of any
severance benefit otherwise payable to the Executive, the Company shall pay to
the Executive a lump sum severance payment, in cash, equal to the sum of (i) the
higher of the Executive's annual base salary in effect immediately prior to the
occurrence of the event or circumstance upon which the Notice of Termination is
based or such salary in effect immediately prior to the Change in Control, and
(ii) the target bonus for the year in which the Notice of Termination is
provided pursuant to the Company's Bonus Plan or any successor thereto (the
"Bonus Plan"), less any portion thereof previously paid and less any portion
thereof payable pursuant to Section 6.1 (B) hereof.

                          (B) Notwithstanding any provision of the Bonus Plan,
the Company shall pay to the Executive a lump sum amount, in cash, equal to the
sum of (i) any bonus amount which has been allocated or awarded to the Executive
for a completed fiscal year or other measuring period preceding the Date of
Termination under the Bonus Plan but has not yet been paid (pursuant to Section
5.2 hereof or otherwise) and (ii) a pro rata portion to the Date of Termination
of the aggregate value of all contingent bonus awards to the Executive for all
uncompleted periods under the Bonus Plan calculated as to each such award by
assuming the achievement of the target performance level within the performance
range established with respect to such award and basing such pro-rata portion
upon the portion of the award period that has elapsed as of the Date of
Termination;






                                       -4-


                          (C) For a twelve (12) month period after the Date of
Termination the Company shall arrange to provide the Executive with life,
disability, accident and health insurance benefits substantially similar to
those which the Executive is receiving immediately prior to the Notice of
Termination (without giving effect to any reduction in such benefits subsequent
to a Change in Control if such reduction constitutes Good Reason). Benefits
otherwise receivable by the Executive pursuant to this Section 6.1(C) shall be
reduced to the extent comparable benefits are actually received by or made
available to the Executive without cost during the above-referenced period. In
addition, any such benefits actually received by the Executive shall be reported
to the Company by the Executive.

                     6.2. Payments under Section 6.1 will be made without regard
to whether the deductibility of such payments (or any other payments) would be
limited or precluded by Section 280G of the Internal Revenue Code of 1986 (the
"Code") and without regard to whether such payments would subject the Executive
to the federal excise tax levied on "excess parachute payments" under Section
4999 of the Code; provided, however, that if the Total After-Tax Payments (as
defined below) would be increased by the limitation or elimination of any amount
payable under Section 6.1, then the amount payable under Section 6.1 will be
reduced to the extent necessary to maximize the Total After-Tax Payments. For
purposes of this Agreement, "Total After-Tax Payments" means the total of all
"parachute payments" (as that term is defined in Section 280G(b)(2) of the Code)
made to or for the benefit of Executive (whether made hereunder or otherwise),
after reduction for all applicable federal taxes (including, without limitation,
the tax described in Section 4999 of the Code).

                     6.3. The payments provided for in Section 6.1 hereof (other
than Section 6.1(C)) shall be made not later than the fifth day following the
Date of Termination.

                     6.4. The Company also shall pay to the Executive all legal
fees and expenses incurred in good faith by the Executive as a result of a
termination of the Executive's employment following a Change in Control and
during the term of this Agreement. For purposes of this Section 6.4, an
Executive shall be deemed to have acted in good faith unless an arbitrator finds
that the Executive's action resulting in such legal fees and expenses was
frivolous. Such payments shall be made within five (5) business days after
delivery of the Executive's written request for payment accompanied with such
evidence of fees and expenses incurred as the Company reasonably may require.







                                       -5-


                  7. Termination Procedures and Compensation During Dispute.

                     7.1. After a Change in Control and during the term of this
Agreement, any purported termination of the Executive's employment (other than
by reason of death) shall be communicated by written Notice of Termination from
one party hereto to the other party hereto in accordance with Section 10 hereof.
For purposes of this Agreement, a "Notice of Termination" shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated.

                     7.2. "Date of Termination," with respect to any purported
termination of the Executive's employment after a Change in Control and during
the term of this Agreement, shall mean (i) If the Executive's employment is
terminated for Disability, thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the full-time
performance of the Executive's duties during such thirty (30) day period), and
(ii) if the Executive's employment is terminated for any other reason, the date
specified in the Notice of Termination (which, in the case of a termination by
the Company, shall not be less than thirty (30) days (except in the case of a
termination for Cause) and, in the case of a termination by the Executive, shall
not be less than fifteen (15) days nor more than sixty (60) days from the date
such Notice of Termination is given).

                     7.3. If prior to the Date of Termination (as determined
without regard to this Section 7.3), either party notifies the other party that
a dispute exists concerning the termination, the Date of Termination shall be
the date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that the Date of Termination shall be extended by a notice of
dispute provided by the Executive only if such notice is given in good faith and
the Executive pursues the resolution of such dispute with reasonable diligence.

                     7.4. If a purported termination occurs following a Change
in Control and during the term of this Agreement, and such termination is
disputed in accordance with Section 7.3 hereof, the Company shall continue to
pay the Executive the full compensation in effect when the notice giving rise to
the dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given until the Date of Termination, determined in accordance with Section
7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other
amounts due under this Agreement (other than those due under Section 5.2 hereof)
and shall not be offset against or reduce any other amounts due under this
Agreement.






                                       -6-


                  8. No Mitigation. The Company agrees that if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to this
Agreement. Further, the amount of any payment or benefit provided for in this
Agreement (other than Section 6.1(C)) shall not be reduced by any compensation
earned by the Executive as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by the
Executive to the Company, or otherwise.

                  9. Successors; Binding Agreement.

                     9.1. In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as the Executive would be entitled to hereunder if the
Executive were to terminate the Executive's employment for Good Reason after a
Change in Control, except that, for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.

                     9.2. This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.

                  10. Notices. For the purpose of this Agreement, notices and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered or mailed by
United states registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:

                  To the Company:

                  Systems & Computer Technology Corporation
                  4 Country View Road
                  Malvern, PA 19355
                  Attention:  Chairman and Chief Executive Officer

                  To the Executive:

                  Brian Madocks
                  1280 Farm Road
                  Berwyn, PA 19312





                                       -7-


                  11. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction this Agreement shall be
governed by the laws of the Commonwealth of Pennsylvania. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under Sections 4.2, 6 and 7 shall
survive the expiration of the term of this Agreement.

                  12. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

                  13. Counterparts; Coordination with Employment Agreement.

                      13.1. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instruments.

                      13.2. The terms of this Agreement shall be coordinated
with and applied in conjunction with the terms of the Executive's offer letter
dated August 1, 2003 and accepted by you on August 4, 2003 (the "Offer Letter")
with the Company. In general, it is the intent of the parties that, subsequent
to a Change in Control and during the term of this Agreement, the provisions of
this Agreement shall supersede and substitute for those provisions of the Offer
Letter relating to the Executive's entitlement to benefits in connection with
any termination of the Executive's employment (including without limitation such
provisions in the Offer Letter relating to a "Resignation for Change of Control"
as such term is defined in the Offer Letter), but shall not supersede for any
period the provisions of such Offer Letter pertaining to the terms of the
Executive's employment. Except for circumstances relating to a termination of
employment following a Change in Control during the term of this Agreement, as
provided for herein, all terms and conditions of the Executive's employment with
the Company shall be governed by the terms of the Executive's Offer Letter
(including but not limited to any such term granting additional years of service
to the Executive for purposes of any of the Company's employee benefit plans).





                                       -8-


                  14. Settlement of Disputes; Arbitration. All claims by the
Executive for benefits under this Agreement shall be directed to and determined
by the Board and shall be in writing. Any denial by the Board of a claim for
benefits under this Agreement shall be delivered to the Executive in writing and
shall set forth the specific reasons for the denial and the specific provisions
of this Agreement relied upon. The Board shall afford a reasonable opportunity
to the Executive for a review of the decision denying a claim and shall further
allow the Executive to appeal to the Board a decision of the Board within sixty
(60) days after notification by the Board that the Executive's claim has been
denied. Any further dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in Philadelphia,
Pennsylvania in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that the Executive shall be
entitled to seek specific performance of the Executive's right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

                  15. Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated below:

                          (A) "Board" shall mean the Board of Directors of the
Company.

                          (B) "Cause" for termination by the Company of the
Executive's employment, after any Change in Control, shall mean (i) the willful
and continued failure by the Executive to substantially perform the Executive's
duties with the Company (other than any such failure resulting from the
Executive's incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 7.1 hereof) after a written demand
for substantial performance is delivered to the Executive by the Board, which
demand specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be "Willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company.






                                       -9-


                          (C) A "Change in Control" shall be deemed to have
occurred if the events set forth in any one of the following paragraphs shall
have occurred:

                              (i) The acquisition in one or more transactions by
any "Person" (as the term person is used for purposes of Sections 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act")) of
"Beneficial Ownership" (as the term beneficial ownership is used for purposes of
Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the
combined voting power of the Company's then outstanding voting securities (the
"Voting Securities"), provided that for purposes of this Section 15(C)(i), the
Voting Securities acquired directly from the Company by any Person shall be
excluded from the determination of such Person's Beneficial Ownership of Voting
Securities (but such Voting Securities shall be included in the calculation of
the total number of Voting Securities then outstanding); or

                              (ii) Approval by shareholders of the Company of
(A) a merger, reorganization or consolidation involving the Company if the
shareholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or

                              (iii) Acceptance by shareholders of the Company of
shares in a share exchange if the shareholders of the Company immediately before
such share exchange do not or will not own directly or indirectly immediately
following such share exchange more than fifty percent (50%) of the combined
voting power of the outstanding voting securities of the corporation resulting
from or surviving such share exchange in substantially the same proportion as
the ownership of the Voting Securities outstanding immediately before such share
exchange.

                  Notwithstanding the foregoing, a Change in Control shall not
include any event, circumstance or transaction occurring during the six-month
period following a Potential Change in Control which Potential Change in Control
results from the action of any entity or group which includes the Executive (a
"Management Group"); provided, however, that such action shall not be taken into
account for this purpose if it occurs within a six-month period following a
Potential Change in Control resulting from the action of any Person which is not
a member of the Management Group.







                                      -10-


                          (D) "Company" shall mean SYSTEMS & COMPUTER TECHNOLOGY
CORPORATION, a Delaware corporation, and any successor to its business or assets
which assumes and agrees to perform this Agreement by operation of law, or
otherwise (except in determining, under Section 15(C) hereof, whether or not any
Change in Control of the Company has occurred in connection with such
succession).

                          (E) "Date of Termination" shall have the meaning
stated in Section 7.2 hereof.

                          (F) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the Executive's duties with
the Company for a period of six (6) consecutive months, the Company shall have
given the Executive a Notice of Termination for Disability and, within thirty
(30) days after such Notice of Termination is given, the Executive shall not
have returned to the full-time performance of the Executive's duties.

                          (G) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.

                          (H) "Executive" shall mean the individual named in the
first paragraph of this Agreement.

                          (I) "Good Reason" for termination by the Executive of
the Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act
described in paragraph (i), (v), (vi) or (vii) hereof, such act or failure to
act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:

                              (i) the assignment by the Company to the Executive
of any duties inconsistent with the Executive's status as an executive of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities or authority from those in effect immediately prior
to the Change in Control;

                              (ii) a reduction by the Company in the Executive's
annual base salary as in effect on the date hereof or as the same may be
increased from time to time;

                              (iii) the relocation by the Company of its
principal executive offices to a location more than 30 miles from the location
of such office immediately prior to the Change in Control or the Company's
requiring the Executive to be based anywhere other than the Company's principal
executive offices except for required travel on the Company's business to an
extent substantially consistent with the Executive's present business travel
obligations;






                                      -11-


                              (iv) the failure by the Company to pay to the
Executive any portion of the Executive's current compensation, or to pay to the
Executive any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days of the date
such compensation is due;

                              (v) the failure by the Company to continue in
effect any compensation plan in which the Executive participates immediately
prior to the Change in Control which is material to the Executive's total
compensation, including but not limited to the Bonus Plan and any similar or
substitute plan adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Company to continue the
Executive's participation therein (or in such substitute or alternative plan) on
a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to other
participants, as existed at the time of the Change in Control;

                              (vi) the failure by the Company to continue to
provide the Executive with benefits substantially similar to those enjoyed by
the Executive under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any action by
the Company which would directly or indirectly materially reduce any of such
benefits or deprive the Executive of any material fringe benefit enjoyed by the
Executive at the time of the Change in Control, or the failure by the Company to
provide the Executive with the number of paid vacation days to which the
Executive is entitled on the basis of years of service with the Company in
accordance with the Company's normal vacation policy in effect at the time of
the Change in Control; or

                              (vii) any purported termination by the Company of
the Executive's employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 7.1; for purposes of this
Agreement, no such purported termination shall be effective.

                  The Executive's right to terminate the Executive's employment
for Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. The Executive's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.

                          (J) "Notice of Termination" shall have the meaning
stated in Section 7.1 hereof.








                                      -12-




                          (K) "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof and shall include a partnership or other group as provided in Section
13(d)(3) thereof; provided, however, that a Person shall not include (i) the
Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

                          (L) "Potential Change in Control" shall be deemed to
have occurred if the events set forth in any one of the following paragraphs
shall have occurred:

                              (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control;

                              (ii) the Company or any Person publicly announces
an intention to take or to consider taking actions which, if consummated, would
constitute a Change in Control;

                              (iii) any Person who both (x) is on the date
hereof or subsequently becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing at least 10% or more of the combined
voting power of the Company's then outstanding securities and (y) increases his
or her beneficial ownership of such securities by 5% or more over the percentage
so owned by such Person on the date hereof; or

                              (iv) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control has
occurred.

                          (M) "Severance Payments" shall have the meaning stated
in Section 6.1 hereof.

                          (N) "Total After Tax Payments" shall have the meaning
stated in Section 6.2 hereof. (A)








                                      -13-





                  IN WITNESS WHEREOF, this Agreement has been executed, as of
the date first above written, on behalf of this Company by its duly authorized
officer and by the Executive.

ATTEST:                                     SYSTEMS & COMPUTER TECHNOLOGY
                                            CORPORATION




/s/ Richard A. Blumenthal             By: /s/ Michael D. Chamberlain
    -----------------------                   -------------------------------
    Secretary                                 Michael D. Chamberlain
                                              President and CEO


                                          EXECUTIVE



                                      By: /s/ Brian Madocks
                                              -------------------------------









                                      -14-

EX-10

                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

                          EXECUTIVE SEVERANCE AGREEMENT

                               SECTION 1: RECITAL

                  THIS AGREEMENT ("Agreement") is made as of June 1, 2001 (the
"Effective Date") by and between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (the
"Company") and Richard A. Blumenthal ("Executive").

                             SECTION 2: DEFINITIONS

                  The following terms, as used herein, shall have the meaning
specified:

                  "Cause" means Cause as defined in the Executive's employment
agreement with the Company or, in the absence of such a contract or definition,
(i) the willful and continued failure by the Executive to substantially perform
the Executive's duties with the Company (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a notice of termination for
Good Reason by the Executive pursuant to an employment agreement providing for
such Good Reason termination) after a written demand for substantial performance
is delivered to the Executive by the Company, which demand specifically
identifies the manner in which the Company believes that the Executive has not
substantially performed the Executive's duties, or (ii) the willful engaging by
the Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise.

                  "Change in Control" means any of the following to occur:

                       (i) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (as the term beneficial ownership is used for purposes of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding voting securities (the "Voting
Securities"); or

                       (ii) Approval by stockholders of the Company of (A) a
merger, reorganization or consolidation involving the Company if the
stockholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding Voting Securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or

                       (iii) Acceptance by stockholders of the Company of shares
in a share exchange if the stockholders of the Company immediately before such
share exchange do not or will not own directly or indirectly immediately
following such share exchange more than fifty percent (50%) of the combined
voting power of the outstanding Voting Securities of the corporation resulting
from or surviving such share exchange in substantially the same proportion as
the ownership of the Voting Securities outstanding immediately before such share
exchange.



                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Systems & Computer Technology Corporation and
its successors and shall include any subsidiaries of the Company, except where
the context indicates otherwise.

                  "Employee" means an employee of the Company.

                  "Good Reason" means, the occurrence (without Executive's
express written consent) of any one of the following acts by the Company or any
successor, or failures by the Company or any successor to act unless, in the
case of any act or failure to act, such act or failure to act is corrected
without any detriment to Executive within five (5) business days after notice by
the Executive to the Company:

                       (i) the assignment by the Company to the Executive of any
duties inconsistent with the Executive's status as an executive of the Company
or a substantial adverse alteration in the nature or status of the Executive's
responsibilities;

                       (ii) a reduction by the Company in the Executive's
compensation or benefits (unless the benefits are changed in a consistent manner
for all employees of the Company) on the date hereof or as may be increased from
time to time;

                       (iii) the relocation by the Company of its principal
executive offices to a location more than thirty (30) miles from the location of
such office as of the date hereof or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except for
required travel on the Company's business to the extent substantially consistent
with the Executive's present obligations;

                       (iv) the failure by the Company to pay the Executive any
portion of the Executive's current compensation, or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due;

                       (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates which is material to the
Executive's total compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan,
or the failure by the Company to continue the Executive's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of the
Executive's participation relative to other participants; or

                       (vi) the failure by the Company to continue to provide
the Executive with benefits substantially similar to those enjoyed by the
Executive under any of the Company's pension, life insurance, medical, health
and accident, or disability plans in which the Executive was participating
(unless the benefits are changed in a consistent manner for all employees of the
Company), the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive (unless the benefits are
changed in a consistent manner for all employees of the Company), or the failure
by the Company to provide the Executive with the number of paid vacation days to
which the Executive is entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation policy.


                                       2


                       SECTION 3: EMPLOYMENT AND SEVERANCE

                  (a) Retention. Executive shall continue to serve in his
current capacity. This Agreement supercedes any other agreement between
Executive and the Company relating to severance or termination of employment
with the Company other than the Change in Control Agreement described in Section
3(d), which agreement continues in full force and effect in accordance with its
terms.

                  (b) Severance. If Executive's employment by the Company
terminates for any reason prior to a Change in Control, except as provided
below, the Company shall pay Executive the severance benefits set forth in
paragraph (c) of this Section 3; provided, however, that such severance benefits
shall not be payable if Executive's employment is terminated prior to a Change
in Control by reason of Executive's death, by the Company for Cause or by the
Executive other than for Good Reason.

                  (c) Severance Benefits. The severance benefits payable
hereunder shall be: (1) a cash amount equal to two times the Executive's annual
base salary as in effect on the date of termination of employment; (2)
continuation of all employer-provided insurance coverage (or benefits
self-insured by the Company, if any), subject to any insurance policy
limitations and the additional limitations described below, for two years
following the date of termination of employment; (3) all options to purchase
securities of the Company held by the Executive on the date of termination of
his employment shall immediately vest on such date and Executive may exercise
the options for two years following the date of termination of employment; and
(4) if applicable, an additional sum of cash which compensates Executive in full
for the imposition of any additional income tax and/or excise tax or penalty
under Section 4999 of the Internal Revenue Code ("Code") or otherwise imposed on
account of any payment hereunder being determined by the Company or the Internal
Revenue Service to be a parachute payment under Section 280G of the Code. The
Company has determined that it cannot (without adverse tax consequences under
applicable Code requirements) allow Executive to continue in its health benefit
plans at the Company's expense after termination. In lieu of such health plan
continuation (as otherwise provided in clause (2)), the Company shall provide
Executive: (i) during the first 18 months, an amount of taxable compensation
sufficient to reimburse the Executive for his cost of healthcare continuation
coverage under the Company's health plan pursuant to the COBRA continuation
requirements (set forth in Section 4980B of the Code); and (ii) during months
19-24 an amount sufficient to purchase an individual health insurance policy (as
made available on a guaranteed issue basis in Executive's state of residence).
With respect to the payments for months 19-24 as set forth in (ii) above, the
Company shall also pay to Executive an additional amount ("gross-up") which,


                                       3


after payment of all taxes in connection with such gross-up, results in
Executive's being in the same after-tax position as if such individual health
insurance coverage had been provided on a wholly tax-free basis. Executive shall
be required to take any necessary steps to elect COBRA continuation coverage and
apply for individual health insurance coverage at the end of the COBRA
continuation period. If either COBRA or individual health insurance coverage is
or becomes unavailable (e.g., because the Executive receives coverage from
another employer) the Company shall continue to make monthly payments to the
Executive equal to the monthly COBRA amount hereunder, which shall be taxable to
the Executive with respect to the payments for months 1-18 and which shall be
grossed-up to the Executive with respect to the payments for months 19-24. If
the Company subsequently determines that it can allow Executive to participate
in its health benefit plans without adverse tax consequences to either itself or
Executive, it may elect to do so in lieu of reimbursing Executive for COBRA
and/or individual health insurance coverage as set forth herein; provided
however that if the Company's determination is incorrect and Executive is
subject to adverse tax consequences as a result, then the Company shall make
such additional payments to Executive so that Executive is in the same after-tax
position as if such benefits had been provided on a wholly tax-free basis.
Except as otherwise set forth herein, the cash amounts due under this Section 3
shall be paid in a single sum immediately upon the termination of Executive's
employment.

                  (d) Credit Against Change in Control Agreement. Executive and
the Company have previously entered into a separate Severance Agreement dated as
of April 21, 1999 (the "Change in Control Agreement"), which shall continue in
full force and effect in accordance with its terms. Any amount paid under this
Section 3 (or the value of any benefit provided hereunder, as reasonably
determined by the Company) shall be a credit against any amount otherwise
payable by the Company under the Change in Control Agreement. Payments made
under any other agreement between Executive and the Company shall not be
credited against payments made hereunder unless such other agreement
specifically provides for such a credit.

                  (e) Release. The payment of any severance amounts under this
Section 3 shall be conditioned on the execution by the Executive of a
then-current release of all claims against the Company, in form and substance
reasonably satisfactory to the Company.

                            SECTION 4: ADMINISTRATION

                  (a) In General. The Company shall have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under this Agreement, (ii) to construe, interpret and
implement this Agreement and any related document, (iii) to prescribe, amend and
rescind rules relating to this Agreement, (iv) to make all determinations
necessary or advisable in administering this Agreement, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in this Agreement.

                  (b) Appointment of Experts. The Company may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the administration of this Agreement.


                                       4


                  (c) Delegation. The Company may delegate to Employees the
authority to execute and deliver such instruments and documents, to do all such
acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of this Agreement in accordance with
its terms and purposes.

                  (d) Code Section 162(m). It is the intent of the Company that
this Agreement satisfy the applicable requirements of Code section 162(m) so
that the Company's tax deduction for remuneration in respect of this Agreement
for services performed by the Executive is not disallowed in whole or in part by
the operation of such Code section. If any provision of this Agreement would
otherwise frustrate or conflict with such intent, that provision to the extent
possible shall be interpreted and deemed amended so as to avoid such conflict,
but no such conflict shall serve to divest the Executive of any right otherwise
conferred by this Agreement.

                            SECTION 5: MISCELLANEOUS

                  (a) Nonassignability. No amount or right under this Agreement
will be assignable or transferable (including pursuant to a pledge or security
interest) other than by will or by laws of descent and distribution.

                  (b) Tax Withholding. Whenever payments are to be made
hereunder, the Company will withhold therefrom, or from any other amounts
payable to or in respect of the Executive, an amount sufficient to satisfy any
applicable governmental tax withholding requirements related thereto.

                  (c) Other Payments. Except as expressly set forth in section
3(d), nothing contained in this Agreement will be deemed in any way to limit or
restrict the Company from making any payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.

                  (d) Payments to Other Persons. If payments are legally
required to be made to any person other than the person to whom any amount is
payable under this Agreement, such payments will be made accordingly. Any such
payment will be a complete discharge of the liability of the Company under this
Agreement.

                  (e) No Right of Employment. Except as specifically set forth
herein, nothing in this Agreement will be construed as creating any contract of
employment or conferring upon the Executive or any other person any right to
continue in the employ or other service of the Company or limit in any way the
right of the Company to change such person's compensation or other benefits or
to terminate the employment or other service of such person with or without
Cause.

                  (f) Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of this
Agreement, rather than the section headings, will control.

                  (g) Notices. All notices and other communications required or
permitted under this Agreement must be in writing and will be deemed given when:
Delivered personally; sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile confirmed by United States first
class mail; or sent by overnight courier. Notices to the Company shall be sent
to 4 Country View Road, Malvern, PA 19355, Attention: General Counsel (FAX
number (610) 725-7457), and notices to Executive shall be sent to Executive's
last known residence address and/or fax number contained in the Company's
records, or to such other place as either party may subsequently designate for
its receipt of notices.



                                       5


                  (h) Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.

                  (i) Applicable Law. This Agreement will be governed by the
laws of the Commonwealth of Pennsylvania, as determined without regard to the
conflict of laws principles thereof.

                  (j) Effective Date. This Agreement shall be effective as of
June 1, 2001.

                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
the Company and Executive have executed this Agreement as of the date first
above written.


                                                   SYSTEMS & COMPUTER TECHNOLOGY
                                                   CORPORATION

                                                   By: /s/ Eric Haskell
                                                   -----------------------------

                                                   EXECUTIVE

                                                   /s/ Richard A. Blumenthal
                                                   -----------------------------


                                       6

EX-10

                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

                          EXECUTIVE SEVERANCE AGREEMENT

                               SECTION 1: RECITAL

                  THIS AGREEMENT ("Agreement") is made as of June 1, 2001 (the
"Effective Date") by and between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (the
"Company") and Michael D. Chamberlain ("Executive").

                             SECTION 2: DEFINITIONS

                  The following terms, as used herein, shall have the meaning
specified:

                  "Cause" means Cause as defined in the Executive's employment
agreement with the Company or, in the absence of such a contract or definition,
(i) the willful and continued failure by the Executive to substantially perform
the Executive's duties with the Company (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a notice of termination for
Good Reason by the Executive pursuant to an employment agreement providing for
such Good Reason termination) after a written demand for substantial performance
is delivered to the Executive by the Company, which demand specifically
identifies the manner in which the Company believes that the Executive has not
substantially performed the Executive's duties, or (ii) the willful engaging by
the Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise.

                  "Change in Control" means any of the following to occur:

                       (i) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (as the term beneficial ownership is used for purposes of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding voting securities (the "Voting
Securities"); or

                       (ii) Approval by stockholders of the Company of (A) a
merger, reorganization or consolidation involving the Company if the
stockholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding Voting Securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or






                       (iii) Acceptance by stockholders of the Company of shares
in a share exchange if the stockholders of the Company immediately before such
share exchange do not or will not own directly or indirectly immediately
following such share exchange more than fifty percent (50%) of the combined
voting power of the outstanding Voting Securities of the corporation resulting
from or surviving such share exchange in substantially the same proportion as
the ownership of the Voting Securities outstanding immediately before such share
exchange.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Systems & Computer Technology Corporation and
its successors and shall include any subsidiaries of the Company, except where
the context indicates otherwise.

                  "Employee" means an employee of the Company.

                  "Good Reason" means, the occurrence (without Executive's
express written consent) of any one of the following acts by the Company or any
successor, or failures by the Company or any successor to act unless, in the
case of any act or failure to act, such act or failure to act is corrected
without any detriment to Executive within five (5) business days after notice by
the Executive to the Company:

                       (i) the assignment by the Company to the Executive of any
duties inconsistent with the Executive's status as an executive of the Company
or a substantial adverse alteration in the nature or status of the Executive's
responsibilities;

                       (ii) a reduction by the Company in the Executive's
compensation or benefits (unless the benefits are changed in a consistent manner
for all employees of the Company) on the date hereof or as may be increased from
time to time;

                       (iii) the relocation by the Company of its principal
executive offices to a location more than thirty (30) miles from the location of
such office as of the date hereof or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except for
required travel on the Company's business to the extent substantially consistent
with the Executive's present obligations;

                       (iv) the failure by the Company to pay the Executive any
portion of the Executive's current compensation, or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due;

                       (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates which is material to the
Executive's total compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan,
or the failure by the Company to continue the Executive's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of the
Executive's participation relative to other participants; or







                                        2


                           (vi) the failure by the Company to continue to
provide the Executive with benefits substantially similar to those enjoyed by
the Executive under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Executive was
participating (unless the benefits are changed in a consistent manner for all
employees of the Company), the taking of any action by the Company which would
directly or indirectly materially reduce any of such benefits or deprive the
Executive of any material fringe benefit enjoyed by the Executive (unless the
benefits are changed in a consistent manner for all employees of the Company),
or the failure by the Company to provide the Executive with the number of paid
vacation days to which the Executive is entitled on the basis of years of
service with the Company in accordance with the Company's normal vacation
policy.

                  SECTION 3: EMPLOYMENT AND SEVERANCE

                  (a) Retention. Executive shall continue to serve in his
current capacity. This Agreement supercedes any other agreement between
Executive and the Company relating to severance or termination of employment
with the Company other than the Change in Control Agreement described in Section
3(d), which agreement continues in full force and effect in accordance with its
terms.

                  (b) Severance. If Executive's employment by the Company
terminates for any reason prior to a Change in Control, except as provided
below, the Company shall pay Executive the severance benefits set forth in
paragraph (c) of this Section 3; provided, however, that such severance benefits
shall not be payable if Executive's employment is terminated prior to a Change
in Control by reason of Executive's death, by the Company for Cause or by the
Executive other than for Good Reason.

                  (c) Severance Benefits. The severance benefits payable
hereunder shall be: (1) a cash amount equal to two times the Executive's annual
base salary as in effect on the date of termination of employment; (2)
continuation of all employer-provided insurance coverage (or benefits
self-insured by the Company, if any), subject to any insurance policy
limitations and the additional limitations described below, for two years
following the date of termination of employment; (3) all options to purchase
securities of the Company held by the Executive on the date of termination of
his employment shall immediately vest on such date and Executive may exercise
the options for two years following the date of termination of employment; and
(4) if applicable, an additional sum of cash which compensates Executive in full
for the imposition of any additional income tax and/or excise tax or penalty
under Section 4999 of the Internal Revenue Code ("Code") or otherwise imposed on
account of any payment hereunder being determined by the Company or the Internal
Revenue Service to be a parachute payment under Section 280G of the Code. The
Company has determined that it cannot (without adverse tax consequences under
applicable Code requirements) allow Executive to continue in its health benefit
plans at the Company's expense after termination. In lieu of such health plan
continuation (as otherwise provided in clause (2)), the Company shall provide
Executive: (i) during the first 18 months, an amount of taxable compensation
sufficient to reimburse the Executive for his cost of healthcare continuation
coverage under the Company's health plan pursuant to the COBRA continuation
requirements (set forth in Section 4980B of the Code); and (ii) during months
19-24 an amount sufficient to purchase an individual health insurance policy (as
made available on a guaranteed issue basis in Executive's state of residence).
With respect to the payments for months 19-24 as set forth in (ii) above, the
Company shall also pay to Executive an additional amount ("gross-up") which,





                                        3


after payment of all taxes in connection with such gross-up, results in
Executive's being in the same after-tax position as if such individual health
insurance coverage had been provided on a wholly tax-free basis. Executive shall
be required to take any necessary steps to elect COBRA continuation coverage and
apply for individual health insurance coverage at the end of the COBRA
continuation period. If either COBRA or individual health insurance coverage is
or becomes unavailable (e.g., because the Executive receives coverage from
another employer) the Company shall continue to make monthly payments to the
Executive equal to the monthly COBRA amount hereunder, which shall be taxable to
the Executive with respect to the payments for months 1-18 and which shall be
grossed-up to the Executive with respect to the payments for months 19-24. If
the Company subsequently determines that it can allow Executive to participate
in its health benefit plans without adverse tax consequences to either itself or
Executive, it may elect to do so in lieu of reimbursing Executive for COBRA
and/or individual health insurance coverage as set forth herein; provided
however that if the Company's determination is incorrect and Executive is
subject to adverse tax consequences as a result, then the Company shall make
such additional payments to Executive so that Executive is in the same after-tax
position as if such benefits had been provided on a wholly tax-free basis.
Except as otherwise set forth herein, the cash amounts due under this Section 3
shall be paid in a single sum immediately upon the termination of Executive's
employment.

                  (d) Credit Against Change in Control Agreement. Executive and
the Company have previously entered into a separate Severance Agreement dated as
of April 21, 1999 (the "Change in Control Agreement"), which shall continue in
full force and effect in accordance with its terms. Any amount paid under this
Section 3 (or the value of any benefit provided hereunder, as reasonably
determined by the Company) shall be a credit against any amount otherwise
payable by the Company under the Change in Control Agreement. Payments made
under any other agreement between Executive and the Company shall not be
credited against payments made hereunder unless such other agreement
specifically provides for such a credit.

                  (e) Release. The payment of any severance amounts under this
Section 3 shall be conditioned on the execution by the Executive of a
then-current release of all claims against the Company, in form and substance
reasonably satisfactory to the Company.

                            SECTION 4: ADMINISTRATION

                  (a) In General. The Company shall have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under this Agreement, (ii) to construe, interpret and
implement this Agreement and any related document, (iii) to prescribe, amend and
rescind rules relating to this Agreement, (iv) to make all determinations
necessary or advisable in administering this Agreement, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in this Agreement.

                  (b) Appointment of Experts. The Company may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the administration of this Agreement.






                                        4


                  (c) Delegation. The Company may delegate to Employees the
authority to execute and deliver such instruments and documents, to do all such
acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of this Agreement in accordance with
its terms and purposes.

                  (d) Code Section 162(m). It is the intent of the Company that
this Agreement satisfy the applicable requirements of Code section 162(m) so
that the Company's tax deduction for remuneration in respect of this Agreement
for services performed by the Executive is not disallowed in whole or in part by
the operation of such Code section. If any provision of this Agreement would
otherwise frustrate or conflict with such intent, that provision to the extent
possible shall be interpreted and deemed amended so as to avoid such conflict,
but no such conflict shall serve to divest the Executive of any right otherwise
conferred by this Agreement.

                            SECTION 5: MISCELLANEOUS

                  (a) Nonassignability. No amount or right under this Agreement
will be assignable or transferable (including pursuant to a pledge or security
interest) other than by will or by laws of descent and distribution.

                  (b) Tax Withholding. Whenever payments are to be made
hereunder, the Company will withhold therefrom, or from any other amounts
payable to or in respect of the Executive, an amount sufficient to satisfy any
applicable governmental tax withholding requirements related thereto.

                  (c) Other Payments. Except as expressly set forth in section
3(d), nothing contained in this Agreement will be deemed in any way to limit or
restrict the Company from making any payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.

                  (d) Payments to Other Persons. If payments are legally
required to be made to any person other than the person to whom any amount is
payable under this Agreement, such payments will be made accordingly. Any such
payment will be a complete discharge of the liability of the Company under this
Agreement.

                  (e) No Right of Employment. Except as specifically set forth
herein, nothing in this Agreement will be construed as creating any contract of
employment or conferring upon the Executive or any other person any right to
continue in the employ or other service of the Company or limit in any way the
right of the Company to change such person's compensation or other benefits or
to terminate the employment or other service of such person with or without
Cause.

                  (f) Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of this
Agreement, rather than the section headings, will control.







                                        5


                  (g) Notices. All notices and other communications required or
permitted under this Agreement must be in writing and will be deemed given when:
Delivered personally; sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile confirmed by United States first
class mail; or sent by overnight courier. Notices to the Company shall be sent
to 4 Country View Road, Malvern, PA 19355, Attention: General Counsel (FAX
number (610) 725-7457), and notices to Executive shall be sent to Executive's
last known residence address and/or fax number contained in the Company's
records, or to such other place as either party may subsequently designate for
its receipt of notices.

                  (h) Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.

                  (i) Applicable Law. This Agreement will be governed by the
laws of the Commonwealth of Pennsylvania, as determined without regard to the
conflict of laws principles thereof.

                  (j) Effective Date. This Agreement shall be effective as of
June 1, 2001.

                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
the Company and Executive have executed this Agreement as of the date first
above written.


                                                   SYSTEMS & COMPUTER TECHNOLOGY
                                                   CORPORATION

                                                   By: /s/ Eric Haskell
                                                       -------------------------

                                                   EXECUTIVE

                                                   /s/ Michael D. Chamberlain
                                                   -----------------------------











                                        6

EX-10

                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

                          EXECUTIVE SEVERANCE AGREEMENT

                               SECTION 1: RECITAL

                  THIS AGREEMENT ("Agreement") is made as of June 1, 2001 (the
"Effective Date") by and between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (the
"Company") and Eric Haskell ("Executive").

                             SECTION 2: DEFINITIONS

                  The following terms, as used herein, shall have the meaning
specified:

                  "Cause" means Cause as defined in the Executive's employment
agreement with the Company or, in the absence of such a contract or definition,
(i) the willful and continued failure by the Executive to substantially perform
the Executive's duties with the Company (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a notice of termination for
Good Reason by the Executive pursuant to an employment agreement providing for
such Good Reason termination) after a written demand for substantial performance
is delivered to the Executive by the Company, which demand specifically
identifies the manner in which the Company believes that the Executive has not
substantially performed the Executive's duties, or (ii) the willful engaging by
the Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise.

                  "Change in Control" means any of the following to occur:

                       (i) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (as the term beneficial ownership is used for purposes of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding voting securities (the "Voting
Securities"); or

                       (ii) Approval by stockholders of the Company of (A) a
merger, reorganization or consolidation involving the Company if the
stockholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding Voting Securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or

                       (iii) Acceptance by stockholders of the Company of shares
in a share exchange if the stockholders of the Company immediately before such
share exchange do not or will not own directly or indirectly immediately
following such share exchange more than fifty percent (50%) of the combined
voting power of the outstanding Voting Securities of the corporation resulting
from or surviving such share exchange in substantially the same proportion as
the ownership of the Voting Securities outstanding immediately before such share
exchange.




                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Systems & Computer Technology Corporation and
its successors and shall include any subsidiaries of the Company, except where
the context indicates otherwise.

                  "Employee" means an employee of the Company.

                  "Good Reason" means, the occurrence (without Executive's
express written consent) of any one of the following acts by the Company or any
successor, or failures by the Company or any successor to act unless, in the
case of any act or failure to act, such act or failure to act is corrected
without any detriment to Executive within five (5) business days after notice by
the Executive to the Company:

                       (i) the assignment by the Company to the Executive of any
duties inconsistent with the Executive's status as an executive of the Company
or a substantial adverse alteration in the nature or status of the Executive's
responsibilities;

                       (ii) a reduction by the Company in the Executive's
compensation or benefits (unless the benefits are changed in a consistent manner
for all employees of the Company) on the date hereof or as may be increased from
time to time;

                       (iii) the relocation by the Company of its principal
executive offices to a location more than thirty (30) miles from the location of
such office as of the date hereof or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except for
required travel on the Company's business to the extent substantially consistent
with the Executive's present obligations;

                       (iv) the failure by the Company to pay the Executive any
portion of the Executive's current compensation, or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due;

                       (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates which is material to the
Executive's total compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan,
or the failure by the Company to continue the Executive's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of the
Executive's participation relative to other participants; or


                                       2


                       (vi) the failure by the Company to continue to provide
the Executive with benefits substantially similar to those enjoyed by the
Executive under any of the Company's pension, life insurance, medical, health
and accident, or disability plans in which the Executive was participating
(unless the benefits are changed in a consistent manner for all employees of the
Company), the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive (unless the benefits are
changed in a consistent manner for all employees of the Company), or the failure
by the Company to provide the Executive with the number of paid vacation days to
which the Executive is entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation policy.

                       SECTION 3: EMPLOYMENT AND SEVERANCE

                  (a) Retention. Executive shall continue to serve in his
current capacity. This Agreement supercedes any other agreement between
Executive and the Company relating to severance or termination of employment
with the Company other than the Change in Control Agreement described in Section
3(d), which agreement continues in full force and effect in accordance with its
terms.

                  (b) Severance. If Executive's employment by the Company
terminates for any reason prior to a Change in Control, except as provided
below, the Company shall pay Executive the severance benefits set forth in
paragraph (c) of this Section 3; provided, however, that such severance benefits
shall not be payable if Executive's employment is terminated prior to a Change
in Control by reason of Executive's death, by the Company for Cause or by the
Executive other than for Good Reason.

                  (c) Severance Benefits. The severance benefits payable
hereunder shall be: (1) a cash amount equal to two times the Executive's annual
base salary as in effect on the date of termination of employment; (2)
continuation of all employer-provided insurance coverage (or benefits
self-insured by the Company, if any), subject to any insurance policy
limitations and the additional limitations described below, for two years
following the date of termination of employment; (3) all options to purchase
securities of the Company held by the Executive on the date of termination of
his employment shall immediately vest on such date and Executive may exercise
the options for two years following the date of termination of employment; and
(4) if applicable, an additional sum of cash which compensates Executive in full
for the imposition of any additional income tax and/or excise tax or penalty
under Section 4999 of the Internal Revenue Code ("Code") or otherwise imposed on
account of any payment hereunder being determined by the Company or the Internal
Revenue Service to be a parachute payment under Section 280G of the Code. The
Company has determined that it cannot (without adverse tax consequences under
applicable Code requirements) allow Executive to continue in its health benefit
plans at the Company's expense after termination. In lieu of such health plan
continuation (as otherwise provided in clause (2)), the Company shall provide
Executive: (i) during the first 18 months, an amount of taxable compensation
sufficient to reimburse the Executive for his cost of healthcare continuation
coverage under the Company's health plan pursuant to the COBRA continuation
requirements (set forth in Section 4980B of the Code); and (ii) during months
19-24 an amount sufficient to purchase an individual health insurance policy (as
made available on a guaranteed issue basis in Executive's state of residence).
With respect to the payments for months 19-24 as set forth in (ii) above, the
Company shall also pay to Executive an additional amount ("gross-up") which,


                                       3


after payment of all taxes in connection with such gross-up, results in
Executive's being in the same after-tax position as if such individual health
insurance coverage had been provided on a wholly tax-free basis. Executive shall
be required to take any necessary steps to elect COBRA continuation coverage and
apply for individual health insurance coverage at the end of the COBRA
continuation period. If either COBRA or individual health insurance coverage is
or becomes unavailable (e.g., because the Executive receives coverage from
another employer) the Company shall continue to make monthly payments to the
Executive equal to the monthly COBRA amount hereunder, which shall be taxable to
the Executive with respect to the payments for months 1-18 and which shall be
grossed-up to the Executive with respect to the payments for months 19-24. If
the Company subsequently determines that it can allow Executive to participate
in its health benefit plans without adverse tax consequences to either itself or
Executive, it may elect to do so in lieu of reimbursing Executive for COBRA
and/or individual health insurance coverage as set forth herein; provided
however that if the Company's determination is incorrect and Executive is
subject to adverse tax consequences as a result, then the Company shall make
such additional payments to Executive so that Executive is in the same after-tax
position as if such benefits had been provided on a wholly tax-free basis.
Except as otherwise set forth herein, the cash amounts due under this Section 3
shall be paid in a single sum immediately upon the termination of Executive's
employment.

                  (d) Credit Against Change in Control Agreement. Executive and
the Company have previously entered into a separate Severance Agreement dated as
of April 21, 1999 (the "Change in Control Agreement"), which shall continue in
full force and effect in accordance with its terms. Any amount paid under this
Section 3 (or the value of any benefit provided hereunder, as reasonably
determined by the Company) shall be a credit against any amount otherwise
payable by the Company under the Change in Control Agreement. Payments made
under any other agreement between Executive and the Company shall not be
credited against payments made hereunder unless such other agreement
specifically provides for such a credit.

                  (e) Release. The payment of any severance amounts under this
Section 3 shall be conditioned on the execution by the Executive of a
then-current release of all claims against the Company, in form and substance
reasonably satisfactory to the Company.

                            SECTION 4: ADMINISTRATION

                  (a) In General. The Company shall have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under this Agreement, (ii) to construe, interpret and
implement this Agreement and any related document, (iii) to prescribe, amend and
rescind rules relating to this Agreement, (iv) to make all determinations
necessary or advisable in administering this Agreement, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in this Agreement.

                  (b) Appointment of Experts. The Company may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the administration of this Agreement.



                                       4


                  (c) Delegation. The Company may delegate to Employees the
authority to execute and deliver such instruments and documents, to do all such
acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of this Agreement in accordance with
its terms and purposes.

                  (d) Code Section 162(m). It is the intent of the Company that
this Agreement satisfy the applicable requirements of Code section 162(m) so
that the Company's tax deduction for remuneration in respect of this Agreement
for services performed by the Executive is not disallowed in whole or in part by
the operation of such Code section. If any provision of this Agreement would
otherwise frustrate or conflict with such intent, that provision to the extent
possible shall be interpreted and deemed amended so as to avoid such conflict,
but no such conflict shall serve to divest the Executive of any right otherwise
conferred by this Agreement.

                            SECTION 5: MISCELLANEOUS

                  (a) Nonassignability. No amount or right under this Agreement
will be assignable or transferable (including pursuant to a pledge or security
interest) other than by will or by laws of descent and distribution.

                  (b) Tax Withholding. Whenever payments are to be made
hereunder, the Company will withhold therefrom, or from any other amounts
payable to or in respect of the Executive, an amount sufficient to satisfy any
applicable governmental tax withholding requirements related thereto.

                  (c) Other Payments. Except as expressly set forth in section
3(d), nothing contained in this Agreement will be deemed in any way to limit or
restrict the Company from making any payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.

                  (d) Payments to Other Persons. If payments are legally
required to be made to any person other than the person to whom any amount is
payable under this Agreement, such payments will be made accordingly. Any such
payment will be a complete discharge of the liability of the Company under this
Agreement.

                  (e) No Right of Employment. Except as specifically set forth
herein, nothing in this Agreement will be construed as creating any contract of
employment or conferring upon the Executive or any other person any right to
continue in the employ or other service of the Company or limit in any way the
right of the Company to change such person's compensation or other benefits or
to terminate the employment or other service of such person with or without
Cause.

                  (f) Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of this
Agreement, rather than the section headings, will control.

                  (g) Notices. All notices and other communications required or
permitted under this Agreement must be in writing and will be deemed given when:
Delivered personally; sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile confirmed by United States first
class mail; or sent by overnight courier. Notices to the Company shall be sent
to 4 Country View Road, Malvern, PA 19355, Attention: General Counsel (FAX
number (610) 725-7457), and notices to Executive shall be sent to Executive's
last known residence address and/or fax number contained in the Company's
records, or to such other place as either party may subsequently designate for
its receipt of notices.


                                       5


                  (h) Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.

                  (i) Applicable Law. This Agreement will be governed by the
laws of the Commonwealth of Pennsylvania, as determined without regard to the
conflict of laws principles thereof.

                  (j) Effective Date. This Agreement shall be effective as of
June 1, 2001.

                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
the Company and Executive have executed this Agreement as of the date first
above written.


                                                   SYSTEMS & COMPUTER TECHNOLOGY
                                                   CORPORATION

                                                  By: /s/ Richard A. Blumenthal
                                                       -------------------------

                                                   EXECUTIVE

                                                   /s/ Eric Haskell
                                                   -----------------------------

                                       6

EX-10

                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

                           TRANSACTION BONUS AGREEMENT

                               SECTION 1: RECITAL

                  THIS AGREEMENT ("Agreement") is made as of June 1, 2001 (the
"Effective Date") by and between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (the
"Company") and Richard A. Blumenthal ("Executive").

                             SECTION 2: DEFINITIONS

                  The following terms, as used herein, shall have the meaning
specified:

                  "Cause" means Cause as defined in the Executive's employment
agreement with the Company or, in the absence of such a contract or definition,
(i) the willful and continued failure by the Executive to substantially perform
the Executive's duties with the Company (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a notice of termination for
Good Reason by the Executive pursuant to an employment agreement providing for
such Good Reason termination) after a written demand for substantial performance
is delivered to the Executive by the Company, which demand specifically
identifies the manner in which the Company believes that the Executive has not
substantially performed the Executive's duties, or (ii) the willful engaging by
the Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise.

                  "Change in Control" means any of the following to occur:

                      (i) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (as the term beneficial ownership is used for purposes of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding voting securities (the "Voting
Securities"); or

                      (ii) Approval by stockholders of the Company of (A) a
merger, reorganization or consolidation involving the Company if the
stockholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding Voting Securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or







                      (iii) Acceptance by stockholders of the Company of shares
in a share exchange if the stockholders of the Company immediately before such
share exchange do not or will not own directly or indirectly immediately
following such share exchange more than fifty percent (50%) of the combined
voting power of the outstanding Voting Securities of the corporation resulting
from or surviving such share exchange in substantially the same proportion as
the ownership of the Voting Securities outstanding immediately before such share
exchange.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Systems & Computer Technology Corporation and
its successors and shall include any subsidiaries of the Company, except where
the context indicates otherwise.

                  "Employee" means an employee of the Company.

                  "Good Reason" means, the occurrence (without Executive's
express written consent) of any one of the following acts by the Company or any
successor, or failures by the Company or any successor to act unless, in the
case of any act or failure to act, such act or failure to act is corrected
without any detriment to Executive within five (5) business days after notice by
the Executive to the Company:

                      (i) the assignment by the Company to the Executive of any
duties inconsistent with the Executive's status as an executive of the Company
or a substantial adverse alteration in the nature or status of the Executive's
responsibilities;

                      (ii) a reduction by the Company in the Executive's
compensation or benefits (unless the benefits are changed in a consistent manner
for all employees of the Company) on the date hereof or as may be increased from
time to time;

                      (iii) the relocation by the Company of its principal
executive offices to a location more than thirty (30) miles from the location of
such office as of the date hereof or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except for
required travel on the Company's business to the extent substantially consistent
with the Executive's present obligations;

                      (iv) the failure by the Company to pay the Executive any
portion of the Executive's current compensation, or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due;

                      (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates which is material to the
Executive's total compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan,
or the failure by the Company to continue the Executive's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of the
Executive's participation relative to other participants; or






                                       -2-


                      (vi) the failure by the Company to continue to provide the
Executive with benefits substantially similar to those enjoyed by the Executive
under any of the Company's pension, life insurance, medical, health and
accident, or disability plans in which the Executive was participating (unless
the benefits are changed in a consistent manner for all employees of the
Company), the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive (unless the benefits are
changed in a consistent manner for all employees of the Company), or the failure
by the Company to provide the Executive with the number of paid vacation days to
which the Executive is entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation policy.

                  "Outsourcing Business" means the business of the Company
identified as outsourcing services in the Company's Annual Report on Form 10-K
as of the Effective Date, which outsourcing services are reported as a separate
line item in the Company's Statement of Operations as of the Effective Date.

                  "Total Sale" means a single Transaction or series of
Transactions covering all of the Company's four market units.

                  "Transaction" means: (i) any transaction or series or
combination of transactions whereby, directly or indirectly, control of (except
in the ordinary course of business) a material interest in the securities,
assets or business of any of the Company's market units or the Outsourcing
Business is transferred for consideration to an acquirer or any of its
affiliates, including, without limitation, a sale or exchange of capital stock
or assets, a lease of substantially all of the assets of a market unit with or
without a purchase option, a merger or consolidation, a tender or exchange
offer, a leveraged buyout, or any similar transaction; or (ii) an event
otherwise constituting a Change in Control.

                  "Transaction Bonus Award" means the award set forth in
Section 3.

                  "Transaction Bonus Pool" means eight-tenths of one percent
(.8%) of the Transaction Price of each Transaction.

                  "Transaction Date" means: in the case of a Total Sale, the
date on which the Transaction closes for the last market unit; in the case of
Change of Control, the occurrence thereof; and in all other cases, the date on
which the Transaction closes.

                  "Transaction Price" means, in connection with a Transaction,
the gross value of all cash, securities (including, but not limited to common
stock, convertible securities, options, warrants and stock appreciation rights)
and other property paid directly or indirectly to the Company or its
stockholders, and the value of any net debt. For purposes hereof, the term "net
debt" shall mean: (i) if the Transaction involves the Company rather than any of
its market units, the amount of long and short-term debt for borrowed money and
capitalized leases existing on the Company's balance sheet at the time of a
Transaction or assumed, refinanced, retired or repaid at the time of the
Transaction in connection with the Transaction, less the amount of any cash
existing on the Company's balance sheet at the time of the Transaction; and (ii)
if the Transaction involves a market unit of the Company, the amount of long and
short term debt for borrowed money and capitalized leases related to the market
unit which either remain an obligation of the market unit at the closing of the






                                       -3-


Transaction or are assumed, refinanced, retired or repaid in connection with the
Transaction, less the amount of any cash related to the market unit which either
remains an asset of the market unit at the closing of the Transaction or is
otherwise transferred to the buyer in connection with the Transaction. In the
event a Transaction takes the form of a sale of all or substantially all of the
Company's or a market unit's assets, Transaction Price shall also include the
value of any current assets (of the Company or the market unit, as the case may
be) not purchased less the value of any current liabilities (of the Company or
the market unit, as the case may be) not assumed. The value of any such
securities shall be determined as follows: (i) the value of securities that are
freely traded in an established public market will be determined on the basis of
the average closing market price of such securities on the 20 trading days
immediately preceding the consummation of the Transaction; (ii) the value of
securities that are not freely tradable or have no established public market,
and the value of consideration that consists of other property, shall be the
fair market value thereof as determined by the parties; and (iii) the value of
any deferred or contingent payments shall be determined when the same are
received.

                       SECTION 3: TRANSACTION BONUS AWARDS

                  (a) Eligibility. Subject to Section 3(d), Executive shall be
entitled to a Transaction Bonus Award if (i) a Transaction occurs, and (ii)
Executive is an Employee as of the applicable Transaction Date.

                  (b) Determination of Award. Subject further to this paragraph
3(b), Executive's Transaction Bonus Award shall be 24% of the Transaction Bonus
Pool. However, if prior to December 31, 2002, control of the Company's
Outsourcing Business is transferred for consideration to any of Affiliated
Computer Systems, Inc., KPMG, Unisys or any of their affiliates, as determined
by the Company, Executive's Transaction Bonus Award with respect to the
Outsourcing Business shall be reduced to 16% if a Transaction Bonus Award is
paid to a then-former Executive who is contractually entitled to such a
Transaction Bonus Award under a Retirement Agreement dated as of January 2, 2002
between the former Executive and the Company. The determination of whether a
Transaction or a Transaction Date has occurred, the Transaction Price and the
amount payable to Executive, if any, will be made by the Company. Anything in
this Agreement to the contrary notwithstanding, the Company may not otherwise
use its discretion to increase or decrease the amount of the Transaction Bonus
Award payable to the Executive except with his consent.

                  (c) Payment of Awards. The Transaction Bonus Award to which
Executive is entitled and any amount due under Section 3(g) shall be paid in a
lump sum cash payment, without interest or earnings, immediately upon the
Transaction Date of a Total Sale or a Change in Control, subject to earlier
payment as set forth below.

                  (d) Termination of Employment, Death or Disability. If the
Executive's employment by the Company (i) terminates by reason of death or
disability, or (ii) is terminated by the Company other than for Cause, or by the
Executive for Good Reason, the Transaction Bonus Award applicable to (x) any
Transaction for which the Transaction Date has theretofore occurred shall be
paid in a lump sum cash payment, without interest or earnings, immediately, upon
such termination and (y) any Transaction for which a definitive agreement is
signed by all necessary parties prior to the Executive's termination of





                                      -4-


employment and for which a Transaction Date occurs subsequent to Executive's
termination of employment shall be paid in a lump sum cash payment, without
interest or earnings, within two business days after the Transaction Date
occurs. If the Executive's employment by the Company is terminated by the
Company for Cause or by the Executive other than for Good Reason, any
Transaction Bonus Award applicable to any Transaction for which the Transaction
Date has theretofore occurred shall be cancelled and shall not be paid.

                  (e) Transactions as of September 30, 2002. If on September 30,
2002, Executive is an Employee and there has been at least one Transaction, but
not a Total Sale or a Change in Control, the Transaction Bonus Award applicable
to all Transactions for which the Transaction Dates have theretofore occurred
shall be paid in a lump sum cash payment, without interest or earnings, on
October 1, 2002.

                  (f) Board Determination. If the Board of Directors determines
that the Company shall not pursue a Total Sale or a Change in Control, and if
Executive is an Employee on the date of such determination, the Transaction
Bonus Award applicable to any Transaction for which the Transaction Date has
theretofore occurred shall be paid in a lump sum, without interest or earnings,
immediately upon such determination.

                  (g) Additional Payment. Upon the payment of a Transaction
Bonus Award, and at any time thereafter that the Company may deem necessary, the
Company shall determine whether such payment is a "parachute payment" under
Section 280G of the Code, in whole or in part. In addition to any other amount
payable hereunder, the Company shall pay Executive an additional sum of cash, if
any, which compensates Executive in full for the imposition of any additional
income tax and/or excise tax or penalty under Section 4999 of the Code or
otherwise imposed on account of any payment hereunder being determined at any
time by the Company or the Internal Revenue Service to be a parachute payment
under Section 280G of the Code. Such additional payment shall be made
immediately following such determination by the Company or Internal Revenue
Service, whichever is earlier.

                  (h) Exclusion from 1999 and 2001 Severance Agreements. This
Agreement supersedes any other agreement between Executive and the Company
relating to the payment of a Transaction Bonus Award. The Transaction Bonus
Award shall not be deemed to be a bonus for purposes of computing "Severance
Payments" as defined in and payable under the April 21, 1999 Severance Agreement
between Executive and the Company (the "1999 Severance Agreement"). This
Agreement shall not be deemed to be a "Bonus Plan" as defined in the 1999
Severance Agreement, and shall not be an offset against any amounts payable
under the Executive Severance Agreement between Executive and the Company dated
as of June 1, 2001.

                  (i) Retention. Executive shall continue to serve in his
current capacity and pursuant to the terms of any employment agreement that may
be in effect from time to time. The terms of this Agreement, and all
remuneration provided hereunder shall be in addition to, and not in lieu of, any
amounts payable under any other agreement between the Company and the Executive,
except as expressly provided herein.






                                       -5-


                            SECTION 4: ADMINISTRATION

                  (a) In General. The Company shall have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under this Agreement, (ii) to construe, interpret and
implement this Agreement and any related document, (iii) to prescribe, amend and
rescind rules relating to this Agreement, (iv) to make all determinations
necessary or advisable in administering this Agreement, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in this Agreement.

                  (b) Appointment of Experts. The Company may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the administration of this Agreement.

                  (c) Delegation. The Company may delegate to Employees the
authority to execute and deliver such instruments and documents, to do all such
acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of this Agreement in accordance with
its terms and purposes, except that the Company shall not delegate any authority
with respect to decisions regarding the eligibility of, or the amount, timing or
other material terms of Transaction Bonus Awards in respect of the Executive.

                  (d) Code Section 162(m). It is the intent of the Company that
Transaction Bonus Award and this Agreement satisfy the applicable requirements
of Code section 162(m) so that the Company's tax deduction for remuneration in
respect of this Agreement for services performed by the Executive is not
disallowed in whole or in part by the operation of such Code section. If any
provision of this Agreement or of any Transaction Bonus Award would otherwise
frustrate or conflict with such intent, that provision to the extent possible
shall be interpreted and deemed amended so as to avoid such conflict, but no
such conflict shall serve to divest the Executive of any right otherwise
conferred by this Agreement.

                            SECTION 5: MISCELLANEOUS

                  (a) Nonassignability. No Transaction Bonus Award will be
assignable or transferable (including pursuant to a pledge or security interest)
other than by will or by laws of descent and distribution.

                  (b) Tax Withholding. Whenever payments are to be made
hereunder, the Company will withhold therefrom, or from any other amounts
payable to or in respect of the Executive, an amount sufficient to satisfy any
applicable governmental withholding tax requirements related thereto.

                  (c) Other Payments of Awards. Except as expressly set forth in
sections 3(d) and 3(h), nothing contained in this Agreement will be deemed in
any way to limit or restrict the Company from making any award or payment to any
person under any other plan, arrangement or understanding, whether now existing
or hereafter in effect.

                  (d) Payments to Other Persons. If payments are legally
required to be made to any person other than the person to whom any amount is
payable under this Agreement, such payments will be made accordingly. Any such
payment will be a complete discharge of the liability of the Company under this
Agreement.








                                       -6-


                  (e) No Right of Employment. Except as specifically set forth
herein, nothing in this Agreement will be construed as creating any contract of
employment or conferring upon the Executive or any other person any right to
continue in the employ or other service of the Company or limit in any way the
right of the Company to change such person's compensation or other benefits or
to terminate the employment or other service of such person with or without
Cause.

                  (f) Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of this
Agreement, rather than the section headings, will control.

                  (g) Notices. All notices and other communications required or
permitted under this Agreement must be in writing and will be deemed given when:
Delivered personally; sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile confirmed by United States first
class mail; or sent by overnight courier. Notices to the Company shall be sent
to 4 Country View Road, Malvern, PA 19355, Attention: General Counsel (FAX
number (610) 725-7457), and notices to Executive shall be sent to Executive's
last known residence address and/or fax number contained in the Company's
records, or to such other place as either party may subsequently designate for
its receipt of notices.

                  (h) Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.

                  (i) Applicable Law. This Agreement will be governed by the
laws of the Commonwealth of Pennsylvania, as determined without regard to the
conflict of laws principles thereof.

                  (j) Effective Date. This Agreement shall be effective as of
June 1, 2001.

                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
the Company and Executive have executed this Agreement as of the date first
above written.




                                       -7-





                                                  SYSTEMS & COMPUTER TECHNOLOGY
                                                  CORPORATION


                                                   By: /s/ Eric Haskell
                                                       -------------------------

                                                   EXECUTIVE

                                                   /s/ Michael D. Chamberlain
                                                   -----------------------------

EX-10

                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

                           TRANSACTION BONUS AGREEMENT

                               SECTION 1: RECITAL

                  THIS AGREEMENT ("Agreement") is made as of June 1, 2001 (the
"Effective Date") by and between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (the
"Company") and Michael D. Chamberlain ("Executive").

                             SECTION 2: DEFINITIONS

                  The following terms, as used herein, shall have the meaning
specified:

                  "Cause" means Cause as defined in the Executive's employment
agreement with the Company or, in the absence of such a contract or definition,
(i) the willful and continued failure by the Executive to substantially perform
the Executive's duties with the Company (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a notice of termination for
Good Reason by the Executive pursuant to an employment agreement providing for
such Good Reason termination) after a written demand for substantial performance
is delivered to the Executive by the Company, which demand specifically
identifies the manner in which the Company believes that the Executive has not
substantially performed the Executive's duties, or (ii) the willful engaging by
the Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise.

                  "Change in Control" means any of the following to occur:

                       (i) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (as the term beneficial ownership is used for purposes of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding voting securities (the "Voting
Securities"); or

                       (ii) Approval by stockholders of the Company of (A) a
merger, reorganization or consolidation involving the Company if the
stockholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding Voting Securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or








                       (iii) Acceptance by stockholders of the Company of shares
in a share exchange if the stockholders of the Company immediately before such
share exchange do not or will not own directly or indirectly immediately
following such share exchange more than fifty percent (50%) of the combined
voting power of the outstanding Voting Securities of the corporation resulting
from or surviving such share exchange in substantially the same proportion as
the ownership of the Voting Securities outstanding immediately before such share
exchange.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Systems & Computer Technology Corporation and
its successors and shall include any subsidiaries of the Company, except where
the context indicates otherwise.

                  "Employee" means an employee of the Company.

                  "Good Reason" means, the occurrence (without Executive's
express written consent) of any one of the following acts by the Company or any
successor, or failures by the Company or any successor to act unless, in the
case of any act or failure to act, such act or failure to act is corrected
without any detriment to Executive within five (5) business days after notice by
the Executive to the Company:

                       (i) the assignment by the Company to the Executive of any
duties inconsistent with the Executive's status as an executive of the Company
or a substantial adverse alteration in the nature or status of the Executive's
responsibilities;

                       (ii) a reduction by the Company in the Executive's
compensation or benefits (unless the benefits are changed in a consistent manner
for all employees of the Company) on the date hereof or as may be increased from
time to time;

                       (iii) the relocation by the Company of its principal
executive offices to a location more than thirty (30) miles from the location of
such office as of the date hereof or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except for
required travel on the Company's business to the extent substantially consistent
with the Executive's present obligations;

                       (iv) the failure by the Company to pay the Executive any
portion of the Executive's current compensation, or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due;

                       (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates which is material to the
Executive's total compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan,
or the failure by the Company to continue the Executive's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of the
Executive's participation relative to other participants; or







                                       -2-


                       (vi) the failure by the Company to continue to provide
the Executive with benefits substantially similar to those enjoyed by the
Executive under any of the Company's pension, life insurance, medical, health
and accident, or disability plans in which the Executive was participating
(unless the benefits are changed in a consistent manner for all employees of the
Company), the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive (unless the benefits are
changed in a consistent manner for all employees of the Company), or the failure
by the Company to provide the Executive with the number of paid vacation days to
which the Executive is entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation policy.

                  "Outsourcing Business" means the business of the Company
identified as outsourcing services in the Company's Annual Report on Form 10-K
as of the Effective Date, which outsourcing services are reported as a separate
line item in the Company's Statement of Operations as of the Effective Date.

                  "Total Sale" means a single Transaction or series of
Transactions covering all of the Company's four market units.

                  "Transaction" means: (i) any transaction or series or
combination of transactions whereby, directly or indirectly, control of (except
in the ordinary course of business) a material interest in the securities,
assets or business of any of the Company's market units or the Outsourcing
Business is transferred for consideration to an acquirer or any of its
affiliates, including, without limitation, a sale or exchange of capital stock
or assets, a lease of substantially all of the assets of a market unit with or
without a purchase option, a merger or consolidation, a tender or exchange
offer, a leveraged buyout, or any similar transaction; or (ii) an event
otherwise constituting a Change in Control.

                  "Transaction Bonus Award" means the award set forth in
Section 3.

                  "Transaction Bonus Pool" means eight-tenths of one percent
(.8%) of the Transaction Price of each Transaction.

                  "Transaction Date" means: in the case of a Total Sale, the
date on which the Transaction closes for the last market unit; in the case of
Change of Control, the occurrence thereof; and in all other cases, the date on
which the Transaction closes.

                  "Transaction Price" means, in connection with a Transaction,
the gross value of all cash, securities (including, but not limited to common
stock, convertible securities, options, warrants and stock appreciation rights)
and other property paid directly or indirectly to the Company or its
stockholders, and the value of any net debt. For purposes hereof, the term "net
debt" shall mean: (i) if the Transaction involves the Company rather than any of
its market units, the amount of long and short-term debt for borrowed money and
capitalized leases existing on the Company's balance sheet at the time of a
Transaction or assumed, refinanced, retired or repaid at the time of the
Transaction in connection with the Transaction, less the amount of any cash
existing on the Company's balance sheet at the time of the Transaction; and (ii)
if the Transaction involves a market unit of the Company, the amount of long and
short term debt for borrowed money and capitalized leases related to the market
unit which either remain an obligation of the market unit at the closing of the









                                       -3-


Transaction or are assumed, refinanced, retired or repaid in connection with the
Transaction, less the amount of any cash related to the market unit which either
remains an asset of the market unit at the closing of the Transaction or is
otherwise transferred to the buyer in connection with the Transaction. In the
event a Transaction takes the form of a sale of all or substantially all of the
Company's or a market unit's assets, Transaction Price shall also include the
value of any current assets (of the Company or the market unit, as the case may
be) not purchased less the value of any current liabilities (of the Company or
the market unit, as the case may be) not assumed. The value of any such
securities shall be determined as follows: (i) the value of securities that are
freely traded in an established public market will be determined on the basis of
the average closing market price of such securities on the 20 trading days
immediately preceding the consummation of the Transaction; (ii) the value of
securities that are not freely tradable or have no established public market,
and the value of consideration that consists of other property, shall be the
fair market value thereof as determined by the parties; and (iii) the value of
any deferred or contingent payments shall be determined when the same are
received.

                       SECTION 3: TRANSACTION BONUS AWARDS

                  (a) Eligibility. Subject to Section 3(d), Executive shall be
entitled to a Transaction Bonus Award if (i) a Transaction occurs, and (ii)
Executive is an Employee as of the applicable Transaction Date.

                  (b) Determination of Award. Subject further to this paragraph
3(b), Executive's Transaction Bonus Award shall be 45% of the Transaction Bonus
Pool. However, if prior to December 31, 2002, control of the Company's
Outsourcing Business is transferred for consideration to any of Affiliated
Computer Systems, Inc., KPMG, Unisys or any of their affiliates, as determined
by the Company, Executive's Transaction Bonus Award with respect to the
Outsourcing Business shall be reduced to 25% if a Transaction Bonus Award is
paid to a then-former Executive who is contractually entitled to such a
Transaction Bonus Award under a Retirement Agreement dated as of January 2, 2002
between the former Executive and the Company. The determination of whether a
Transaction or a Transaction Date has occurred, the Transaction Price and the
amount payable to Executive, if any, will be made by the Company. Anything in
this Agreement to the contrary notwithstanding, the Company may not otherwise
use its discretion to increase or decrease the amount of the Transaction Bonus
Award payable to the Executive except with his consent.

                  (c) Payment of Awards. The Transaction Bonus Award to which
Executive is entitled and any amount due under Section 3(g) shall be paid in a
lump sum cash payment, without interest or earnings, immediately upon the
Transaction Date of a Total Sale or a Change in Control, subject to earlier
payment as set forth below.

                  (d) Termination of Employment, Death or Disability. If the
Executive's employment by the Company (i) terminates by reason of death or
disability, or (ii) is terminated by the Company other than for Cause, or by the
Executive for Good Reason, the Transaction Bonus Award applicable to (x) any
Transaction for which the Transaction Date has theretofore occurred shall be
paid in a lump sum cash payment, without interest or earnings, immediately, upon
such termination and (y) any Transaction for which a definitive agreement is
signed by all necessary parties prior to the Executive's termination of







                                       -4-


employment and for which a Transaction Date occurs subsequent to Executive's
termination of employment shall be paid in a lump sum cash payment, without
interest or earnings, within two business days after the Transaction Date
occurs. If the Executive's employment by the Company is terminated by the
Company for Cause or by the Executive other than for Good Reason, any
Transaction Bonus Award applicable to any Transaction for which the Transaction
Date has theretofore occurred shall be cancelled and shall not be paid.

                  (e) Transactions as of September 30, 2002. If on September 30,
2002, Executive is an Employee and there has been at least one Transaction, but
not a Total Sale or a Change in Control, the Transaction Bonus Award applicable
to all Transactions for which the Transaction Dates have theretofore occurred
shall be paid in a lump sum cash payment, without interest or earnings, on
October 1, 2002.

                  (f) Board Determination. If the Board of Directors determines
that the Company shall not pursue a Total Sale or a Change in Control, and if
Executive is an Employee on the date of such determination, the Transaction
Bonus Award applicable to any Transaction for which the Transaction Date has
theretofore occurred shall be paid in a lump sum, without interest or earnings,
immediately upon such determination.

                  (g) Additional Payment. Upon the payment of a Transaction
Bonus Award, and at any time thereafter that the Company may deem necessary, the
Company shall determine whether such payment is a "parachute payment" under
Section 280G of the Code, in whole or in part. In addition to any other amount
payable hereunder, the Company shall pay Executive an additional sum of cash, if
any, which compensates Executive in full for the imposition of any additional
income tax and/or excise tax or penalty under Section 4999 of the Code or
otherwise imposed on account of any payment hereunder being determined at any
time by the Company or the Internal Revenue Service to be a parachute payment
under Section 280G of the Code. Such additional payment shall be made
immediately following such determination by the Company or Internal Revenue
Service, whichever is earlier.

                  (h) Exclusion from 1999 and 2001 Severance Agreements. This
Agreement supersedes any other agreement between Executive and the Company
relating to the payment of a Transaction Bonus Award. The Transaction Bonus
Award shall not be deemed to be a bonus for purposes of computing "Severance
Payments" as defined in and payable under the April 21, 1999 Severance Agreement
between Executive and the Company (the "1999 Severance Agreement"). This
Agreement shall not be deemed to be a "Bonus Plan" as defined in the 1999
Severance Agreement, and shall not be an offset against any amounts payable
under the Executive Severance Agreement between Executive and the Company dated
as of June 1, 2001.

                  (i) Retention. Executive shall continue to serve in his
current capacity and pursuant to the terms of any employment agreement that may
be in effect from time to time. The terms of this Agreement, and all
remuneration provided hereunder shall be in addition to, and not in lieu of, any
amounts payable under any other agreement between the Company and the Executive,
except as expressly provided herein.








                                       -5-


                            SECTION 4: ADMINISTRATION

                  (a) In General. The Company shall have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under this Agreement, (ii) to construe, interpret and
implement this Agreement and any related document, (iii) to prescribe, amend and
rescind rules relating to this Agreement, (iv) to make all determinations
necessary or advisable in administering this Agreement, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in this Agreement.

                  (b) Appointment of Experts. The Company may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the administration of this Agreement.

                  (c) Delegation. The Company may delegate to Employees the
authority to execute and deliver such instruments and documents, to do all such
acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of this Agreement in accordance with
its terms and purposes, except that the Company shall not delegate any authority
with respect to decisions regarding the eligibility of, or the amount, timing or
other material terms of Transaction Bonus Awards in respect of the Executive.

                  (d) Code Section 162(m). It is the intent of the Company that
Transaction Bonus Award and this Agreement satisfy the applicable requirements
of Code section 162(m) so that the Company's tax deduction for remuneration in
respect of this Agreement for services performed by the Executive is not
disallowed in whole or in part by the operation of such Code section. If any
provision of this Agreement or of any Transaction Bonus Award would otherwise
frustrate or conflict with such intent, that provision to the extent possible
shall be interpreted and deemed amended so as to avoid such conflict, but no
such conflict shall serve to divest the Executive of any right otherwise
conferred by this Agreement.

                            SECTION 5: MISCELLANEOUS

                  (a) Nonassignability. No Transaction Bonus Award will be
assignable or transferable (including pursuant to a pledge or security interest)
other than by will or by laws of descent and distribution.

                  (b) Tax Withholding. Whenever payments are to be made
hereunder, the Company will withhold therefrom, or from any other amounts
payable to or in respect of the Executive, an amount sufficient to satisfy any
applicable governmental withholding tax requirements related thereto.

                  (c) Other Payments of Awards. Except as expressly set forth in
sections 3(d) and 3(h), nothing contained in this Agreement will be deemed in
any way to limit or restrict the Company from making any award or payment to any
person under any other plan, arrangement or understanding, whether now existing
or hereafter in effect.








                                       -6-


                  (d) Payments to Other Persons. If payments are legally
required to be made to any person other than the person to whom any amount is
payable under this Agreement, such payments will be made accordingly. Any such
payment will be a complete discharge of the liability of the Company under this
Agreement.

                  (e) No Right of Employment. Except as specifically set forth
herein, nothing in this Agreement will be construed as creating any contract of
employment or conferring upon the Executive or any other person any right to
continue in the employ or other service of the Company or limit in any way the
right of the Company to change such person's compensation or other benefits or
to terminate the employment or other service of such person with or without
Cause.

                  (f) Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of this
Agreement, rather than the section headings, will control.

                  (g) Notices. All notices and other communications required or
permitted under this Agreement must be in writing and will be deemed given when:
Delivered personally; sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile confirmed by United States first
class mail; or sent by overnight courier. Notices to the Company shall be sent
to 4 Country View Road, Malvern, PA 19355, Attention: General Counsel (FAX
number (610) 725-7457), and notices to Executive shall be sent to Executive's
last known residence address and/or fax number contained in the Company's
records, or to such other place as either party may subsequently designate for
its receipt of notices.

                  (h) Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.

                  (i) Applicable Law. This Agreement will be governed by the
laws of the Commonwealth of Pennsylvania, as determined without regard to the
conflict of laws principles thereof.

                  (j) Effective Date. This Agreement shall be effective as of
June 1, 2001.

                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
the Company and Executive have executed this Agreement as of the date first
above written.



                                                   SYSTEMS & COMPUTER TECHNOLOGY
                                                   CORPORATION

                                                   By: /s/ Eric Haskell
                                                       -------------------------

                                                   EXECUTIVE

                                                   /s/ Michael D. Chamberlain
                                                   -----------------------------







                                       -7-

EX-10

                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION

                           TRANSACTION BONUS AGREEMENT

                               SECTION 1: RECITAL

                  THIS AGREEMENT ("Agreement") is made as of June 1, 2001 (the
"Effective Date") by and between SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (the
"Company") and Eric Haskell ("Executive").

                             SECTION 2: DEFINITIONS

                  The following terms, as used herein, shall have the meaning
specified:

                  "Cause" means Cause as defined in the Executive's employment
agreement with the Company or, in the absence of such a contract or definition,
(i) the willful and continued failure by the Executive to substantially perform
the Executive's duties with the Company (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a notice of termination for
Good Reason by the Executive pursuant to an employment agreement providing for
such Good Reason termination) after a written demand for substantial performance
is delivered to the Executive by the Company, which demand specifically
identifies the manner in which the Company believes that the Executive has not
substantially performed the Executive's duties, or (ii) the willful engaging by
the Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise.

                  "Change in Control" means any of the following to occur:

                       (i) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (as the term beneficial ownership is used for purposes of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding voting securities (the "Voting
Securities"); or

                       (ii) Approval by stockholders of the Company of (A) a
merger, reorganization or consolidation involving the Company if the
stockholders of the Company immediately before such merger, reorganization or
consolidation do not or will not own directly or indirectly immediately
following such merger, reorganization or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding Voting Securities of the
corporation resulting from or surviving such merger, reorganization or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, reorganization or
consolidation, or (B) (1) a complete liquidation or dissolution of the Company
or (2) an agreement for the sale or other disposition of all or substantially
all of the assets of the Company; or




                       (iii) Acceptance by stockholders of the Company of shares
in a share exchange if the stockholders of the Company immediately before such
share exchange do not or will not own directly or indirectly immediately
following such share exchange more than fifty percent (50%) of the combined
voting power of the outstanding Voting Securities of the corporation resulting
from or surviving such share exchange in substantially the same proportion as
the ownership of the Voting Securities outstanding immediately before such share
exchange.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Systems & Computer Technology Corporation and
its successors and shall include any subsidiaries of the Company, except where
the context indicates otherwise.

                  "Employee" means an employee of the Company.

                  "Good Reason" means, the occurrence (without Executive's
express written consent) of any one of the following acts by the Company or any
successor, or failures by the Company or any successor to act unless, in the
case of any act or failure to act, such act or failure to act is corrected
without any detriment to Executive within five (5) business days after notice by
the Executive to the Company:

                       (i) the assignment by the Company to the Executive of any
duties inconsistent with the Executive's status as an executive of the Company
or a substantial adverse alteration in the nature or status of the Executive's
responsibilities;

                       (ii) a reduction by the Company in the Executive's
compensation or benefits (unless the benefits are changed in a consistent manner
for all employees of the Company) on the date hereof or as may be increased from
time to time;

                       (iii) the relocation by the Company of its principal
executive offices to a location more than thirty (30) miles from the location of
such office as of the date hereof or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except for
required travel on the Company's business to the extent substantially consistent
with the Executive's present obligations;

                       (iv) the failure by the Company to pay the Executive any
portion of the Executive's current compensation, or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due;

                       (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates which is material to the
Executive's total compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan,
or the failure by the Company to continue the Executive's participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of the
Executive's participation relative to other participants; or

                                      -2-



                       (vi) the failure by the Company to continue to provide
the Executive with benefits substantially similar to those enjoyed by the
Executive under any of the Company's pension, life insurance, medical, health
and accident, or disability plans in which the Executive was participating
(unless the benefits are changed in a consistent manner for all employees of the
Company), the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive (unless the benefits are
changed in a consistent manner for all employees of the Company), or the failure
by the Company to provide the Executive with the number of paid vacation days to
which the Executive is entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation policy.

                  "Outsourcing Business" means the business of the Company
identified as outsourcing services in the Company's Annual Report on Form 10-K
as of the Effective Date, which outsourcing services are reported as a separate
line item in the Company's Statement of Operations as of the Effective Date.

                  "Total Sale" means a single Transaction or series of
Transactions covering all of the Company's four market units.

                  "Transaction" means: (i) any transaction or series or
combination of transactions whereby, directly or indirectly, control of (except
in the ordinary course of business) a material interest in the securities,
assets or business of any of the Company's market units or the Outsourcing
Business is transferred for consideration to an acquirer or any of its
affiliates, including, without limitation, a sale or exchange of capital stock
or assets, a lease of substantially all of the assets of a market unit with or
without a purchase option, a merger or consolidation, a tender or exchange
offer, a leveraged buyout, or any similar transaction; or (ii) an event
otherwise constituting a Change in Control.

                  "Transaction Bonus Award" means the award set forth in
Section 3.

                  "Transaction Bonus Pool" means eight-tenths of one percent
(.8%) of the Transaction Price of each Transaction.

                  "Transaction Date" means: in the case of a Total Sale, the
date on which the Transaction closes for the last market unit; in the case of
Change of Control, the occurrence thereof; and in all other cases, the date on
which the Transaction closes.

                  "Transaction Price" means, in connection with a Transaction,
the gross value of all cash, securities (including, but not limited to common
stock, convertible securities, options, warrants and stock appreciation rights)
and other property paid directly or indirectly to the Company or its
stockholders, and the value of any net debt. For purposes hereof, the term "net
debt" shall mean: (i) if the Transaction involves the Company rather than any of
its market units, the amount of long and short-term debt for borrowed money and
capitalized leases existing on the Company's balance sheet at the time of a
Transaction or assumed, refinanced, retired or repaid at the time of the
Transaction in connection with the Transaction, less the amount of any cash
existing on the Company's balance sheet at the time of the Transaction; and (ii)
if the Transaction involves a market unit of the Company, the amount of long and
short term debt for borrowed money and capitalized leases related to the market
unit which either remain an obligation of the market unit at the closing of the
Transaction or are assumed, refinanced, retired or repaid in connection with the

                                      -3-



Transaction, less the amount of any cash related to the market unit which either
remains an asset of the market unit at the closing of the Transaction or is
otherwise transferred to the buyer in connection with the Transaction. In the
event a Transaction takes the form of a sale of all or substantially all of the
Company's or a market unit's assets, Transaction Price shall also include the
value of any current assets (of the Company or the market unit, as the case may
be) not purchased less the value of any current liabilities (of the Company or
the market unit, as the case may be) not assumed. The value of any such
securities shall be determined as follows: (i) the value of securities that are
freely traded in an established public market will be determined on the basis of
the average closing market price of such securities on the 20 trading days
immediately preceding the consummation of the Transaction; (ii) the value of
securities that are not freely tradable or have no established public market,
and the value of consideration that consists of other property, shall be the
fair market value thereof as determined by the parties; and (iii) the value of
any deferred or contingent payments shall be determined when the same are
received.

                       SECTION 3: TRANSACTION BONUS AWARDS

                  (a) Eligibility. Subject to Section 3(d), Executive shall be
entitled to a Transaction Bonus Award if (i) a Transaction occurs, and (ii)
Executive is an Employee as of the applicable Transaction Date.

                  (b) Determination of Award. Subject further to this paragraph
3(b), Executive's Transaction Bonus Award shall be 31% of the Transaction Bonus
Pool. However, if prior to December 31, 2002, control of the Company's
Outsourcing Business is transferred for consideration to any of Affiliated
Computer Systems, Inc., KPMG, Unisys or any of their affiliates, as determined
by the Company, Executive's Transaction Bonus Award with respect to the
Outsourcing Business shall be reduced to 21% if a Transaction Bonus Award is
paid to a then-former Executive who is contractually entitled to such a
Transaction Bonus Award under a Retirement Agreement dated as of January 2, 2002
between the former Executive and the Company. The determination of whether a
Transaction or a Transaction Date has occurred, the Transaction Price and the
amount payable to Executive, if any, will be made by the Company. Anything in
this Agreement to the contrary notwithstanding, the Company may not otherwise
use its discretion to increase or decrease the amount of the Transaction Bonus
Award payable to the Executive except with his consent.

                  (c) Payment of Awards. The Transaction Bonus Award to which
Executive is entitled and any amount due under Section 3(g) shall be paid in a
lump sum cash payment, without interest or earnings, immediately upon the
Transaction Date of a Total Sale or a Change in Control, subject to earlier
payment as set forth below.

                  (d) Termination of Employment, Death or Disability. If the
Executive's employment by the Company (i) terminates by reason of death or
disability, or (ii) is terminated by the Company other than for Cause, or by the
Executive for Good Reason, the Transaction Bonus Award applicable to (x) any
Transaction for which the Transaction Date has theretofore occurred shall be
paid in a lump sum cash payment, without interest or earnings, immediately, upon
such termination and (y) any Transaction for which a definitive agreement is
signed by all necessary parties prior to the Executive's termination of
employment and for which a Transaction Date occurs subsequent to Executive's
termination of employment shall be paid in a lump sum cash payment, without
interest or earnings, within two business days after the Transaction Date
occurs. If the Executive's employment by the Company is terminated by the
Company for Cause or by the Executive other than for Good Reason, any
Transaction Bonus Award applicable to any Transaction for which the Transaction
Date has theretofore occurred shall be cancelled and shall not be paid.

                                      -4-



                  (e) Transactions as of September 30, 2002. If on September 30,
2002, Executive is an Employee and there has been at least one Transaction, but
not a Total Sale or a Change in Control, the Transaction Bonus Award applicable
to all Transactions for which the Transaction Dates have theretofore occurred
shall be paid in a lump sum cash payment, without interest or earnings, on
October 1, 2002.

                  (f) Board Determination. If the Board of Directors determines
that the Company shall not pursue a Total Sale or a Change in Control, and if
Executive is an Employee on the date of such determination, the Transaction
Bonus Award applicable to any Transaction for which the Transaction Date has
theretofore occurred shall be paid in a lump sum, without interest or earnings,
immediately upon such determination.

                  (g) Additional Payment. Upon the payment of a Transaction
Bonus Award, and at any time thereafter that the Company may deem necessary, the
Company shall determine whether such payment is a "parachute payment" under
Section 280G of the Code, in whole or in part. In addition to any other amount
payable hereunder, the Company shall pay Executive an additional sum of cash, if
any, which compensates Executive in full for the imposition of any additional
income tax and/or excise tax or penalty under Section 4999 of the Code or
otherwise imposed on account of any payment hereunder being determined at any
time by the Company or the Internal Revenue Service to be a parachute payment
under Section 280G of the Code. Such additional payment shall be made
immediately following such determination by the Company or Internal Revenue
Service, whichever is earlier.

                  (h) Exclusion from 1999 and 2001 Severance Agreements. This
Agreement supersedes any other agreement between Executive and the Company
relating to the payment of a Transaction Bonus Award. The Transaction Bonus
Award shall not be deemed to be a bonus for purposes of computing "Severance
Payments" as defined in and payable under the April 21, 1999 Severance Agreement
between Executive and the Company (the "1999 Severance Agreement"). This
Agreement shall not be deemed to be a "Bonus Plan" as defined in the 1999
Severance Agreement, and shall not be an offset against any amounts payable
under the Executive Severance Agreement between Executive and the Company dated
as of June 1, 2001.

                  (i) Retention. Executive shall continue to serve in his
current capacity and pursuant to the terms of any employment agreement that may
be in effect from time to time. The terms of this Agreement, and all
remuneration provided hereunder shall be in addition to, and not in lieu of, any
amounts payable under any other agreement between the Company and the Executive,
except as expressly provided herein.


                                      -5-



                            SECTION 4: ADMINISTRATION

                  (a) In General. The Company shall have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under this Agreement, (ii) to construe, interpret and
implement this Agreement and any related document, (iii) to prescribe, amend and
rescind rules relating to this Agreement, (iv) to make all determinations
necessary or advisable in administering this Agreement, and (v) to correct any
defect, supply any omission and reconcile any inconsistency in this Agreement.

                  (b) Appointment of Experts. The Company may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the administration of this Agreement.

                  (c) Delegation. The Company may delegate to Employees the
authority to execute and deliver such instruments and documents, to do all such
acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of this Agreement in accordance with
its terms and purposes, except that the Company shall not delegate any authority
with respect to decisions regarding the eligibility of, or the amount, timing or
other material terms of Transaction Bonus Awards in respect of the Executive.

                  (d) Code Section 162(m). It is the intent of the Company that
Transaction Bonus Award and this Agreement satisfy the applicable requirements
of Code section 162(m) so that the Company's tax deduction for remuneration in
respect of this Agreement for services performed by the Executive is not
disallowed in whole or in part by the operation of such Code section. If any
provision of this Agreement or of any Transaction Bonus Award would otherwise
frustrate or conflict with such intent, that provision to the extent possible
shall be interpreted and deemed amended so as to avoid such conflict, but no
such conflict shall serve to divest the Executive of any right otherwise
conferred by this Agreement.

                            SECTION 5: MISCELLANEOUS

                  (a) Nonassignability. No Transaction Bonus Award will be
assignable or transferable (including pursuant to a pledge or security interest)
other than by will or by laws of descent and distribution.

                  (b) Tax Withholding. Whenever payments are to be made
hereunder, the Company will withhold therefrom, or from any other amounts
payable to or in respect of the Executive, an amount sufficient to satisfy any
applicable governmental withholding tax requirements related thereto.

                  (c) Other Payments of Awards. Except as expressly set forth in
sections 3(d) and 3(h), nothing contained in this Agreement will be deemed in
any way to limit or restrict the Company from making any award or payment to any
person under any other plan, arrangement or understanding, whether now existing
or hereafter in effect.

                  (d) Payments to Other Persons. If payments are legally
required to be made to any person other than the person to whom any amount is
payable under this Agreement, such payments will be made accordingly. Any such
payment will be a complete discharge of the liability of the Company under this
Agreement.

                                      -6-



                  (e) No Right of Employment. Except as specifically set forth
herein, nothing in this Agreement will be construed as creating any contract of
employment or conferring upon the Executive or any other person any right to
continue in the employ or other service of the Company or limit in any way the
right of the Company to change such person's compensation or other benefits or
to terminate the employment or other service of such person with or without
Cause.

                  (f) Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of this
Agreement, rather than the section headings, will control.

                  (g) Notices. All notices and other communications required or
permitted under this Agreement must be in writing and will be deemed given when:
Delivered personally; sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile confirmed by United States first
class mail; or sent by overnight courier. Notices to the Company shall be sent
to 4 Country View Road, Malvern, PA 19355, Attention: General Counsel (FAX
number (610) 725-7457), and notices to Executive shall be sent to Executive's
last known residence address and/or fax number contained in the Company's
records, or to such other place as either party may subsequently designate for
its receipt of notices.

                  (h) Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.

                  (i) Applicable Law. This Agreement will be governed by the
laws of the Commonwealth of Pennsylvania, as determined without regard to the
conflict of laws principles thereof.

                  (j) Effective Date. This Agreement shall be effective as of
June 1, 2001.

                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
the Company and Executive have executed this Agreement as of the date first
above written.


                                              SYSTEMS & COMPUTER TECHNOLOGY
                                              CORPORATION

                                              By:  /s/ Richard A. Blumenthal
                                                   -------------------------

                                              EXECUTIVE

                                              /s/ Eric Haskell
                                              ------------------------------


                                      -7-

EX-10

By Telecopy and Regular Mail
- ----------------------------
                                                              October 1, 2003

Mr. Michael J. Emmi
35 Deepdale Road
Strafford, PA 19087

                            Re: Retirement Agreement

Dear Mike:

         I refer to the Retirement Agreement made as of January 2, 2002 (the
"Agreement") between you and the Company. All terms defined in the Agreement
shall have the same meaning ascribed to them in the Agreement when used in this
letter.

         In Section 2.3.3 of the Agreement, the Company agreed to continue to
pay the premiums under the Split Dollar Policies for coverage through the fifth
anniversary of the Retirement Date. You and the Company agree that in full
discharge of the Company's obligation under Section 2.3.3 to pay the premiums
for the Split Dollar Policies, the Company shall pay to you the aggregate sum of
$343,793, as follows: $35,744 within 5 days after you countersign this letter
and return a copy to SCT, and the remaining $308,049 on January 1, 2004.
Applicable taxes shall be withheld from the foregoing payments.

         Please indicate your agreement to the matters set forth in this letter
by signing below in the space provided and returning to me the enclosed copy of
this letter. Thank you.

                                                  Very truly yours,

                                                  /s/ Eric Haskell
                                                  ------------------------------
                                                  Eric Haskell
                                                  Executive Vice President,
                                                  Finance and Administration and
                                                  Chief Financial Officer

ACKNOWLEDGED AND AGREED:

/s/ Michael J. Emmi
- ----------------------------
Michael J. Emmi

EX-10

                         ORACLE PARTNERNETWORK AGREEMENT


This Oracle PartnerNetwork Agreement ("agreement") includes the terms and
definitions set out below, any technical support policies and OPN policies
referenced in this agreement, and any additional written terms posted on the OPN
web site related to the benefits you receive from Oracle under this agreement.
This agreement is not effective until accepted by Oracle.

Definitions
"Oracle" refers to Oracle Corporation. "You" and "your" refer to the individual
or entity that has entered into this agreement to join the Oracle PartnerNetwork
(the "OPN"). The term "programs" refers to the software products which you order
from Oracle for development, demonstration, training and support purposes as
provided below, program documentation and any program updates acquired through
technical support. The term "technical support" consists of Software Updates,
Product Support, and/or other technical support services you may have ordered.
The term "services" refers to technical support (excluding any program updates
acquired through technical support), education, consulting or other services
which you may have ordered. The term "OPN site" refers to the Oracle
PartnerNetwork website located at http://partner.oracle.com. The term "end user"
refers to a third party that is licensed to use the programs for its own
business operations.

OPN Services
Following processing of your application for membership in the OPN, if accepted,
you will be notified as to which of the following levels of the OPN you have
successfully qualified: Member Partner, Certified Partner, or Certified
Advantage Partner. Where provisions of this agreement are stated to be
applicable to a particular level of the OPN, the level applicable to you shall
be as notified to you pursuant to this provision. Your membership in the OPN is
subject to your payment of the membership fees for the applicable partner level
as published by Oracle in the OPN policies at the OPN site at
http://partner.oracle.com(select Home Tab, Manage Your Membership Portlet). This
schedule of fees, incorporated in this agreement, is subject to change and all
membership fees are non-cancelable and non-refundable.

Subject to the section below entitled Export Administration, your membership
covers all of the facilities or locations where you conduct activities related
to this agreement; provided however, that you will receive benefits from Oracle
only in the country in which you registered to become a partner in the OPN.
Provided that you continuously meet the OPN entry and qualification criteria as
published by Oracle on the OPN site at http://.partner.oracle.com (select Home
Tab, Manage Your Membership Portlet, ) you shall receive all of the services
specified for the applicable partner level in the OPN policies published by
Oracle. The OPN policies applicable to your membership in the OPN are located on
the OPN site at http://partner.oracle.com (select Home Tab, Manage Your
Membership Portlet). The OPN policies, incorporated in this agreement, are
subject to change and may contain additional terms. Please read these policies
carefully as they contain the specific terms applicable to each OPN level.

Internet Platform Software Programs
Your use of the programs identified in the OPN policies as the Internet Platform
Software programs shall be subject to the terms set out in the OPN policies and
the terms below. Provided that you (1) continue to satisfy the then-current OPN
policies for the Internet Platform Software programs as published by Oracle and
(2) comply with this agreement, you will be granted the rights below.

Oracle grants you a non-exclusive, non-transferable, limited license for the
applicable number of licenses as set forth in the OPN policies to use the
Internet Platform Software programs for the following purposes: (1) to develop
or prototype hardware or software products, or services for potential
distribution with programs, but not for the purpose of developing or prototyping
hardware, software products, or providing services for your end users regardless
of whether you receive any fees for doing so; (2) to demonstrate the programs to
potential end users solely in connection with your value added package or
application package pursuant to an agreement with Oracle for the distribution of
Oracle programs; and (3) to provide technical support and/or training for
employees and end users solely in connection with your


                                                                               1



value added package or your application package pursuant to an agreement with
Oracle for the distribution of Oracle programs. You may allow your agents and
contractors to use the programs for these purposes, subject to the terms of this
agreement. Program documentation is either shipped with the programs, or you may
access the documentation online at http://docs.oracle.com.

Oracle E-Business Suite Software Programs
Your use of the programs identified in the OPN policies as the E-Business Suite
Software programs shall be subject to the terms set out in the OPN policies and
the terms below. Provided that you: (1) continue to satisfy the then-current OPN
policies for the E-Business Suite Software programs as published by Oracle; and
(2) comply with this agreement, you will be granted the rights below.

If you meet the criteria set forth in the OPN policies, Oracle grants you a
non-exclusive, non-transferable, limited license for the applicable number of
licenses as set forth in the OPN policies to: (a) demonstrate the programs
identified as E-Business Software programs to potential end users solely in
connection with your OPN membership; and (b) integrate the E-Business Suite
Software programs with your application program. You may allow your agents and
contractors to use the programs for these purposes, subject to the terms of this
agreement. Program documentation is either shipped with the programs, or you may
access the documentation online at http://docs.oracle.com.

If you meet the criteria set forth in the OPN policies and are admitted as a
member of the E-Business Suite Outsourcing Implementor Initiative, subject to
the terms of this agreement, Oracle agrees to: (1) provide you with access to
the Oracle consulting methodology/engagement materials which are further
described in the OPN policies; (2) permit you to order technical support in
accordance with the terms of the OPN policies; and, (3) provide public relations
opportunities with respect to your successful Oracle outsourcing services
implementations. In consideration for your participation in the E-Business Suite
Outsourcing Implementor Initiative, you agree to: (a) adhere to all the
standards set forth for in Oracle's Online Services Implementation Guidelines
(the "Implementation Guidelines"), which may be modified from time to time; (b)
comply with the responsibilities that are outlined in the E-Business Suite
Outsourcing Online Life Cycle (the "Online Life Cycle), which may be modified
from time to time; (c) require your end users to comply with Oracle's
Outsourcing Services Policies, which may be modified from time to time; (d) only
implement versions of Oracle products certified by E-Business Suite Outsourcing
and to be trained in the version of Oracle programs you implement; and (e)
attend training provided by Oracle specific to E-Business Suite Outsourcing
(i.e. eSeminars) as specified in the OPN Outsourcing Roadmap. You may access the
current versions of the Implementation Guidelines, the Online Life Cycle,
Oracle's Outsourcing Services Policies, and the Outsourcing Roadmap at
http://partner.oracle.com (select Home Tab, Manage Your Membership Portlet). In
accordance with the terms of the Other section below, Oracle may review your
compliance with the then-current versions of the Implementation Guidelines, and
if Oracle, in its sole discretion determines that you are not in compliance with
such guidelines, you shall immediately modify or discontinue your implementation
as directed by Oracle.

Technical Support
Depending on the level of the OPN into which you have qualified, you may be able
to order technical support services from Oracle for the program licenses you
receive under this agreement as further described in the OPN policies. If
ordered, annual technical support is provided under Oracle's technical support
policies in effect at the time the services are provided. The technical support
policies, incorporated in this agreement, are subject to change and may contain
additional terms, and you should review the policies prior to entering into the
ordering document for the applicable services. You may access the current
version of the technical support policies at http://partner.oracle.com (select
Home Tab, Manage Your Membership Portlet).

Oracle reserves the right to desupport its programs. Such desupport notices,
which are posted at Oracle's customer support web site, MetaLink (or Oracle's
then current customer support web site), contain desupport dates, information
about availability of Extended Assistance Support and Extended Maintenance
Support and information about migration paths for certain features. The
desupport notices

                                                                               2




are subject to change; Oracle will provide updated desupport notices on MetaLink
(or Oracle's then current customer support web site) as necessary.

Methodology/Engagement Materials
Your use of the Oracle consulting methodology/engagement materials for the
programs and related documentation ("materials"), which are further defined in
the OPN policies, shall be subject to the terms below.

Oracle grants to you a non-exclusive, non-transferable, limited license to use
and to make an unlimited number of copies of the materials, subject to the OPN
policies, for the following purposes: (1) use the materials in connection with
the implementation of programs for your end users who have acquired valid
licenses for such programs; (2) provide training to your employees in use of
materials; (3) demonstrate the materials to end users; and (4) copy the
materials for archival or backup purposes. You may allow your agents and
contractors to use the materials for these purposes, subject to the terms of
this agreement. All titles, trademarks, and copyright and restricted rights
notices contained in the materials shall be reproduced in any copies of the
materials. All copies of the materials shall be subject to the terms of this
agreement.

Marketing Services
Subject to the terms below, any terms posted on the OPN site, and the Logo and
Advertising Template Guidelines set forth at http://partner.oracle.com (select
Home Tab, Manage Your Membership Portlet), your use of the Oracle marketing
programs, marketing materials, and marketing tools ("marketing services"), which
are further defined in the OPN policies ("marketing services") shall be subject
to the terms below.

Oracle grants you a non-exclusive, nontransferable, limited license to use the
marketing services solely for the purpose of creating, executing, and monitoring
marketing campaigns related to Oracle products and services. You may allow third
parties to access the marketing services for the purpose of creating, executing,
and monitoring marketing campaigns related to Oracle products and services on
your behalf, provided that you ensure that all such use is in accordance with
this agreement. You agree to be responsible for any misuse of the marketing
services by you or any third party using the marketing services on your behalf
and you agree to use the marketing services at your own risk.

You are licensed and agree to use the marketing services for lawful purposes
only. You agree not to create any content or otherwise transmit any information
or material that: (a) is false or misleading; (b) is harassing or invades
another's privacy, harms minors in any way, or promotes bigotry, racism, hatred
or harm against any group; (c) is obscene; (d) infringes another's rights,
including but not limited to intellectual property rights; or (e) constitutes
"spam." You, and not Oracle, are responsible for all content and other materials
that you upload, post, email or otherwise transmit or use via the marketing
services ("partner content"). You agree that Oracle in its sole discretion, may
at any time: (1) terminate your right to use the marketing services and remove
any partner content, information or material from the OPN site if you breach the
terms of this section and fail to correct such breach within 30 days of written
notice from Oracle, (2) make changes to or discontinue any and all aspects of
the marketing services, and (3) restrict the online storage if you upload
partner content in excess of user storage allocation capacities which may be
specified by Oracle. Rather than restrict excess online storage, Oracle may
negotiate a charge with any subscriber having such excess storage. Oracle
expressly reserves the right to suspend or terminate your use of the marketing
services if your use of the marketing services or storage on the OPN site is
excessive and/or likely to cause loss or damage. You shall be financially
responsible to Oracle for any such use or storage that results in loss or
damage. Upon termination or expiration of this agreement or of your right to use
the marketing services, Oracle may, but is not obligated to, delete archived
data, including data entered by you or by your customers via your landing pad,
but will not do so until 60 days after such termination or expiration.

The marketing services contain information, data, text, software, and other
materials (collectively, "content") that may be protected by copyrights,
trademarks, trade secrets and other proprietary rights. Except as expressly
authorized by Oracle, you agree not to copy, modify, delete, publish, transmit,


                                                                               3


participate in the transfer or sale of, create derivative works from, or in any
way exploit any of the content included in the marketing services. Oracle does
not guarantee the accuracy, quality or usefulness of any content or any
marketing services.

You are responsible for maintaining the confidentiality of any personal data
stored on the OPN site in connection with the marketing services. You are
responsible for complying with all applicable laws governing collection,
storage, processing, use and transfer of such information. You authorize Oracle
to process data as required to facilitate the provision of the marketing
services. Oracle will process and use personal data in accordance with the
instructions received from you, and will not process or use such data in a
manner different from that necessary to carry out Oracle's obligations under
this agreement, provided however, that Oracle may be required to provide
personally identifiable information to third parties to comply with legally
mandated reporting, disclosure, or other legal process requirements. As the
owner of the data, you are warranting that you have provided your users with all
appropriate notices and have obtained all appropriate consents to transfer the
data to us and allow its processing according to the terms of this agreement.

You shall cooperate with Oracle to allow for review of your use of the marketing
services and compliance with Oracle's quality standards. If Oracle, in its sole
discretion, determines that your use of the marketing services is not in
compliance with this agreement, you shall promptly modify or discontinue your
use as directed by Oracle.

You agree to comply with the Logo and Advertising Template Guidelines. Oracle
may change the Logo and Advertising Template Guidelines, and, upon reasonable
notice from Oracle, you shall promptly modify your use of the marketing services
to conform to any such changed Logo and Advertising Template Guidelines.

You shall defend, indemnify and hold harmless Oracle, its officers, directors,
employees and agents from and against any and all claims, liabilities, damages,
losses or expenses, including reasonable attorneys' fees and costs, arising out
of or in any way connected with your access to or use of the marketing services.
Oracle shall not be liable or deemed to be in default for any delay or failure
in performance or interruption of any service resulting directly or indirectly
from acts of God, civil or military authority, acts of public enemy, war, riots,
civil disturbances, insurrections, accidents, fires, explosions, floods, the
elements, strikes, labor disputes, shortages of suitable parts, materials, labor
or transportation, magnetic interference, interruptions of electric power or
other utility service, unavailability of any telecommunications service or
connection to any telecommunications service, computer, software, backbone or
network error, or any other cause beyond Oracle's reasonable control.

Opt-in to Marketing
As a member of the OPN in any level, you will need to know about Oracle
products, offerings, conferences, and training. As such, your participation in
the OPN will serve as an opt-in to Oracle marketing that may be deemed relevant
to Oracle partners. You will be presumed to have provided appropriate notices
and have obtained appropriate consents, if required, from any persons who are
signed up to the OPN on your behalf.

Oracle PartnerNetwork Solutions Marketplace and Oracle PartnersOnline
As further described in the OPN policies, you may be permitted to enter
information regarding your Oracle based software solution into the Oracle
PartnerNetwork Solutions Marketplace. You agree that the Oracle based solutions
that you enter into the Oracle PartnerNetwork Solutions Marketplace: (a) do not
infringe a third party's intellectual property rights; (b) are not false,
inaccurate or misleading; and (c) do not violate any applicable laws or
regulations.

In addition, from time to time, the parties may exchange marketing and sales
leads through Oracle PartnersOnline. Both parties agree to use the information
provided in such marketing and sales leads solely for purposes related to your
membership in the OPN. All leads exchanged must be prequalified by the providing
party and may only be used in furtherance of an end user's inquiry, unless an
independent business relationship between a party and the end user already
exists.


                                                                               4



Upon dissolution of your business, the filing of a voluntary or involuntary
petition in bankruptcy by you or on your behalf, or termination or expiration of
this agreement, you agree to return or destroy and refrain from using any
marketing and/or sales leads that have been provided to you through Oracle
PartnersOnline and Oracle reserves the right to remove your entries from the
Oracle PartnerNetwork Solutions Marketplace.

Additional Oracle Resources
From time to time, during the term of this agreement, Oracle may provide you
with access to Oracle marketing materials, consulting materials, and other
software or services as identified in the OPN policies ("additional Oracle
resources"). Your use of the additional Oracle resources shall be subject to the
terms of this agreement, those terms set out in the OPN policies, and any
additional written terms posted on the OPN site related to the additional Oracle
resources.

Logo License
If you qualify for membership in the OPN, Oracle grants you a non-exclusive,
non-transferable right to use, during the term of this agreement, the Oracle
logo appropriate to your level of membership (the "logo") to promote your
relationship with Oracle under this agreement. Oracle may modify the logo from
time to time and you shall stop using any prior version following any such
modification. Your use of the logo shall strictly comply with Oracle's Logo and
Advertising Template Guidelines set forth at http://partner.oracle.com (select
Home Tab, Manage Your Membership Portlet), which may be modified from time to
time. You shall not use the logo in a manner that misrepresents your
relationship with Oracle or is otherwise misleading, or that reflects negatively
on Oracle. All products and services in connection with which you use the logo
shall conform to Oracle's quality standards and meet or exceed industry
standards. You shall cooperate with Oracle to allow for review of your use of
the logo and compliance with Oracle's quality standards. If Oracle, in its sole
discretion, determines that your use of the logo is not in compliance with this
agreement, you shall promptly modify or discontinue your use of the logo as
directed by Oracle. Oracle may change the logo and Logo and Advertising Template
Guidelines, and, upon reasonable notice from Oracle, you shall promptly modify
your use of the logo to conform to any such changed logo or Logo and Advertising
Template Guidelines. You acknowledge that you are granted no rights with respect
to Oracle trademarks except as expressly set forth herein, and agree that any
use of Oracle trademarks (including the "logo") by you shall inure to the sole
benefit of Oracle. You agree to provide reasonable assistance to Oracle in
connection with the protection and prosecution of Oracle trademarks. You agree
not to use Oracle trademarks or potentially confusing variations of Oracle
trademarks (including "Ora") as a part of any of your trademarks, product names,
service names, company name, or Internet addresses.

Ownership and Restrictions
Oracle retains all ownership and intellectual property rights to the programs,
materials, marketing services, services, and additional Oracle resources
(collectively referred to as the "Oracle property"). You may make a sufficient
number of copies of each program for the licensed use and one copy of each
program media; you must obtain Oracle's prior written approval to make
additional copies.

You shall not use or duplicate the Oracle property provided to you by Oracle for
any purpose other than as specified in the OPN policies or in this agreement or
make the Oracle property available to unauthorized third parties. You shall not
(1) use the Oracle property for your own internal business operations, or for
use in any third party's business operations or for any other commercial or
production use; (2) use the Oracle property to provide third party training on
the content and/or functionality of the programs, except for training for
employees and end users as provided under this agreement; (3) use the Oracle
property for commercial timesharing, rental, or service bureau use; (4) use the
Oracle property in a manner that misrepresents your relationship with Oracle or
is otherwise misleading or that reflects negatively on Oracle; (5) cause or
permit reverse engineering or decompilation of the Oracle property, unless
required for interoperability or to the extent that the foregoing restriction is
expressly prohibited by law; (6) remove or modify any program markings or any
notice of Oracle's proprietary rights; or (7) disclose results of any program
benchmark tests without Oracle's prior written consent.

                                                                               5




If you desire to use the Oracle property for any use other than the development
or demonstration use allowed under this agreement, including but not limited to
the right to distribute Oracle programs, you must enter into an appropriate
agreement with Oracle to acquire the required rights.

Warranties; Disclaimers and Remedies
Oracle warrants that programs will substantially operate as described in the
applicable program documentation for one year after Oracle delivers them to you.
Oracle also warrants that services ordered will be provided in a manner
consistent with industry standards, and this warranty is valid for a period of
90 days from performance of the service.

ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR
UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT
PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS
OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

FOR ANY BREACH OF THE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE'S ENTIRE
LIABILITY, SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF
THE WARRANTY OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE
FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL
SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE OR (B) THE REPERFORMANCE OF
THE SERVICE, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER
THE FEES PAID TO ORACLE FOR THE RELEVANT SERVICES. THIS IS YOUR EXCLUSIVE
REMEDY.

THE MARKETING SERVICES AND ALL CONTENT PROVIDED BY ORACLE ON THE OPN SITE ARE
PROVIDED BY ORACLE ON AN "AS IS" BASIS. ORACLE EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. ORACLE DOES NOT GUARANTEE THAT THE MARKETING SERVICES WILL
PERFORM ERROR-FREE OR UNINTERRUPTED. ANY MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE MARKETING SERVICES IS OBTAINED AT YOUR OWN
DISCRETION AND RISK AND ORACLE SHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR
DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Relationship of the Parties
In all matters relating to this agreement you will act as an independent
contractor. The relationship between Oracle and you is that of
licensor/licensee. This agreement does not create a partnership, joint venture,
agency, employee/employer relationship, or franchisee/franchisor relationship
between the parties. Neither party will represent that it has any authority to
assume or create any obligation, express or implied, on behalf of the other
party, nor to represent the other party as agent, employee, franchisee, or in
any other capacity. Nothing in this agreement shall be construed to limit either
party's right to independently develop or distribute software that is
functionally similar to the other party's product, so long as proprietary
information of the other party is not included in such software.

Restricted Rights
The programs and documentation are provided with Restricted Rights. Use,
duplication or disclosure by the United States Government is subject to the
restrictions as set forth in the Rights in Technical Data and Computer Software
Clauses in DFARS 252.227-7013(c) (1) (ii) and FAR 52.227-19(c) (2) as
applicable. Manufacturer is Oracle Corporation, 500 Oracle Parkway, Redwood
City, California 94065.


                                                                               6



Links to Third-Party Sites
Oracle's website at http://partner.oracle.com, including but not limited to the
Oracle PartnerNetwork Solutions Marketplace and Oracle PartnersOnline, may
contain links to third-party websites and access to content, products, and
services from third parties that are not under the control or operation of
Oracle. You agree that Oracle is not responsible for the availability of, and
content provided on, third party websites. You should refer to the policies
posted by other websites regarding privacy and other topics before you use them.
If you choose to purchase any products or services from a third party, your
relationship shall be directly with such third party. Oracle provides any links
to third party websites only as a convenience and does not endorse and is not
responsible for (a) the contents of any linked site or any site linked to from a
linked site; (b) the quality of any third party products or services; (c)
fulfilling the terms of any agreement to purchase third party products or
services, including delivery of products and services and warranty obligations
related to purchased products or services; or (d) any loss or damages of any
sort you may incur from dealing with any such third party.

Privacy and Data Protection
Oracle PartnersOnline data will be maintained by Oracle in data centers in the
United States and may be accessed by Oracle personnel in other global locations
as needed for business related purposes. Parts of the OPN web site are
accessible to other OPN members whose use of the information is controlled by
this agreement. If you receive a sales lead from Oracle through participation in
Oracle PartnersOnline or the OPN Solutions Marketplace, you agree to comply with
all relevant laws and regulations applicable to you or the data you provide
related to privacy and data protection and to use any personally identifiable or
related information in a manner consistent with Oracle's Privacy Policy, which
is located at http://partner.oracle.com. The requirement to use such information
only for the purposes specified and in a manner consistent with Oracle's Privacy
Policy does not apply to your relationships with pre-existing end users or to
independently developed and/or subsequently developed relationships with
prospective end users. While you may opt out of receiving information from
Oracle related to various programs and services, you consent to receive
information regarding the OPN, new related services, and membership and
participation in the OPN.

GENERAL

Term, Termination & Renewal
This agreement shall remain in effect for 1 year from the date of notification
to you of your acceptance as a member of the OPN. If either party breaches the
terms of this agreement and fails to correct the breach within 30 days after
notice in writing from the other party, including but not limited to your
failure to pay the membership fees as required herein, the non-breaching party
may end this agreement, except if the breach is of a nature which cannot be
corrected in which case the non-breaching party may end this agreement
immediately. If Oracle ends this agreement as specified in this paragraph, you
must pay within 30 days all amounts which have accrued prior to the end of this
agreement, as well as all sums remaining unpaid for programs ordered and/or
services received under this agreement. You agree that if you are in default
under this agreement, you may not use the Oracle property. Notwithstanding the
section in this agreement entitled Entire Agreement, Oracle may terminate this
agreement and your membership in the OPN if you breach the terms of any
agreement under which you are permitted to distribute Oracle programs and fail
to correct the breach within 30 days after notice in writing from Oracle.

Upon termination or expiration of this agreement, you shall cease to be a member
of the OPN and all of your rights to receive the services detailed in this
agreement and the OPN policies and to use the Oracle property shall cease. Upon
termination or expiration of this agreement you shall cease using, and shall
return or destroy, all copies of the applicable Oracle property and shall return
or destroy any marketing or sales leads provided by Oracle.

Any renewal of this agreement shall be subject to Oracle's standard terms and
fees in effect at such time and shall be at Oracle's sole discretion. You may
apply for renewal of your membership in the OPN by on-line electronic acceptance
of the terms of the then current OPN agreement, and Oracle will notify you if it
accepts your application for renewal. The parties' rights and obligations which
by their nature are continuing shall survive.



                                                                               7



Nondisclosure
By virtue of this agreement, the parties may have access to information that is
confidential to one another ("confidential information"). Confidential
information shall be limited to the the materials, marketing services, any
additional Oracle resources, and the terms and pricing under this agreement, and
all information clearly identified as confidential.

A party's confidential information shall not include information that (a) is or
becomes a part of the public domain through no act or omission of the other
party; (b) was in the other party's lawful possession prior to the disclosure
and had not been obtained by the other party either directly or indirectly from
the disclosing party; (c) is lawfully disclosed to the other party by a third
party without restriction on the disclosure; or (d) is independently developed
by the other party.

The parties agree to hold each other's confidential information in confidence
for a period of three years from the date of disclosure. The parties agree,
unless required by law, not to make each other's confidential information
available in any form to any third party for any purpose other than the
implementation of this agreement. Each party agrees to take all reasonable steps
to ensure that confidential information is not disclosed or distributed by its
employees or agents in violation of the terms of this agreement. Nothing shall
prevent either party from disclosing the terms or pricing under this agreement
or orders submitted under this agreement in any legal proceeding arising from or
in connection with this agreement.

Entire Agreement
You agree that this agreement and the information which is expressly
incorporated into this agreement (including reference to information contained
in an URL), together with any applicable additional written terms posted on the
OPN site related to the Oracle property you receive from Oracle under this
agreement, is the complete agreement regarding your membership in the OPN, and
this agreement supersedes all prior or contemporaneous agreements or
representations regarding your membership in OPN. If any term of this agreement
is found to be invalid or unenforceable, the remaining provisions will remain
effective. It is expressly agreed that the terms of this agreement and any
Oracle ordering document shall supersede the terms in any purchase order or
other non-Oracle ordering document and no terms included in any such purchase
order or other non-Oracle ordering document shall apply to the programs and/or
services ordered. This agreement may not be modified or amended and the rights
and restrictions may not be altered or waived except in a writing signed or
accepted online through the OPN by authorized representatives of you and Oracle
and any notice required under this agreement shall be provided to the other
party in writing.


LIMITATION OF LIABILITY
IN NO EVENT SHALL ORACLE OR ORACLE'S LICENSORS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS,
REVENUE, DATA, OR DATA USE. ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER
THIS OPN AGREEMENT, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE ANNUAL
MEMBERSHIP FEES YOU PAID ORACLE FOR THE RELEVANT YEAR DURING WHICH A CLAIM IS
MADE.

Export Administration
You agree that U.S. export control laws and other applicable export and import
laws govern your use of the programs, including technical data; additional
information can be found on Oracle's Global Trade Compliance web site located at
http://www.oracle.com/products/export/index.html?content.html. You agree that
neither the programs, nor any direct product thereof will be exported, directly
or indirectly, in violation of these laws, or will be used for any purpose
prohibited by these laws including, without limitation, nuclear, chemical, or
biological weapons proliferation or development of missile technology.


                                                                               8



Other
This agreement is governed by the substantive and procedural laws of the State
of California and you and Oracle agree to submit to the exclusive jurisdiction
of, and venue in, the courts in San Francisco, San Mateo, or Santa Clara
counties in California in any dispute arising out of or relating to this
agreement.

Upon 45 days written notice, Oracle may audit your use of the Oracle property.
You agree to cooperate with Oracle's audit and provide reasonable assistance and
access to information. You agree to pay within 30 days of written notification
any underpaid fees. If you do not pay, Oracle can end your OPN membership and
this agreement, or may choose not to accept your application to renew this
agreement at such time of renewal.

Oracle shall not have any liability to you for any claims made by third parties
arising out of your use of Oracle trademarks (including the "logo") or marketing
services. You agree to indemnify Oracle for any loss, liability, damages, cost
or expense (including attorneys' fees) arising out of any claims which may be
made against Oracle arising out of your use of the logo or marketing services
where such claim relates to your activities, products or services.
Notwithstanding the above, you shall have no obligation to indemnify Oracle with
respect to a claim of trademark or copyright infringement based upon your use of
the logo or, marketing services as expressly permitted under this agreement.

You confirm that you have access to the Internet and confirm that prior to
entering into this agreement you have read the OPN policies on the OPN site and
agree to the terms and conditions set out in those policies. You undertake that
you will visit the OPN site on a regular basis so that you are aware of any
amendments Oracle may make to those policies from time to time. If you have a
dispute with Oracle, or if you become subject to insolvency proceedings, you
will promptly send written notice to: Oracle Corporation, 500 Oracle Parkway,
Redwood City, California, United States, 94065, Attention: General Counsel,
Legal Department.

You may not assign this agreement or give or transfer the Oracle property
ordered or an interest in them to another individual or entity. If you grant a
security interest in the programs, the secured party has no right to use or
transfer the programs.

Except for actions for nonpayment or breach of Oracle's proprietary rights in
the Oracle property, no action, regardless of form, arising out of or relating
to this agreement may be brought by either party more than two years after the
cause of action has accrued.

The Uniform Computer Information Transactions Act does not apply.

License Definitions and Rules
To fully understand your license grant, you need to review the definition for
the licensing metric and term designation as well as the licensing rules which
are incorporated into and made a part of this agreement.


                                                                               9



You may access the current version of the License Definitions and Rules at
http://partner.oracle.com (Select Home Tab, Manage Your Membership Portlet).

Should you have any questions concerning this agreement, or if you desire to
contact Oracle for any reason, please write: Oracle Corporation 500 Oracle
Parkway, Redwood City, CA 94065, or visit Oracle's website at
http://www.oracle.com and select the "Contact Us" link.

                                        

Executed by Partner:                       Executed by applicable Oracle entity:

Company Name: SCT CORPORATION

Company Fax Number:
                    ------------------
Authorized Signature: /s/ Roy Zatcoff      Authorized Signature: /s/ Barbara D. Koenig
                      ----------------                           ---------------------
Name: Roy Zatcoff                          Name: Barbara D. Koenig
Title: Executive VP                        Title: Sr. Contracts Manager

Effective Date: August 1, 2003




Oracle is a registered trademark of Oracle Corporation.

                                                                              10





                                  AMENDMENT ONE
                                     to the
                         ORACLE PARTNERNETWORK AGREEMENT
                                     between
                                 SCT CORPORATION
                                       AND
                               ORACLE CORPORATION

This document ("Amendment One") amends the Oracle PartnerNetwork Member
Agreement between SCT Corporation ("You") and Oracle Corporation ("Oracle") and
any and all amendments thereto (the "Agreement").


    1.   Definitions: Delete the second sentence in this section and replace
         with the following: "You" and "your" refer to the company that has
         entered into this agreement to join the Oracle PartnerNetwork (the
         "OPN") and your majority owned subsidiaries. You warrant that you have
         the authority to bind your majority owned subsidiaries to the terms of
         this agreement and further warrant that you shall be responsible for a
         breach of such terms by your majority owned subsidiaries.

    2.   Term, Termination & Renewal: Delete the first sentence of this section
         and replace with the following: "This agreement shall begin on the date
         specified in Oracle's acceptance confirmation and continue in effect
         for three (3) years thereafter; provided, however, that Oracle may
         terminate this agreement for any reason, after the first year, for any
         reason at any time upon 30 days written notice to you."

    3.   Other:

         Delete the first paragraph in this section and replace with the
         following: "This agreement is governed by the substantive and
         procedural laws of Pennsylvania."

         Delete the first sentence of the second paragraph in this section in
         its entirety and replace with the following: "Upon 45 days written
         notice, Oracle may audit your use of the Oracle property, not more than
         once annually. Any such audit shall be conducted during regular
         business hours at your offices and shall not unreasonably interfere
         with your business activities."

Other than the modifications above, the terms and conditions of the Agreement
remain unchanged and in full force and effect.

The Effective Date of this Amendment One is August 1, 2003.

SCT CORPORATION                            ORACLE CORPORATION

By: /s/ Roy Zatcoff                        By: /s/ Barbara D. Koenig
    ---------------------                      ------------------------
Name:  Roy Zatcoff                         Name: Barbara D. Koenig
Title: Executive VP                        Title: Sr. Contracts Manager




                                                                              11

EX-10

[Graphic Appears Here]

                              ORACLE PARTNERNETWORK
          APPLICATION SPECIFIC FULL USE PROGRAM DISTRIBUTION AGREEMENT


This Application Specific Full Use Program Distribution Agreement ("agreement")
includes the terms and definitions set out below and any orders you submit. This
agreement and any orders submitted under this agreement are not effective until
accepted by Oracle. If accepted, Oracle will notify you and the terms of this
agreement will govern.


Definitions
"You" and "your" refer to the individual or entity that has entered into this
agreement with Oracle Corporation ("Oracle") to distribute Oracle's programs
with the application package. The term "programs" refers to the application
specific full use versions of the Oracle software products which you order from
Oracle for development, trial, or demonstration purposes as provided below, and
for distribution to an end user under this agreement, including program
documentation and any program updates acquired through technical support. The
term "programs" does not include any Oracle E-Business Suite programs. The term
"technical support" consists of Software Updates, Product Support, and/or other
annual technical support services you may have ordered. The term "services"
refers to technical support (excluding any program updates acquired through
technical support), online, or other services which you have ordered. The term
"distribution rights" refers to the right to duplicate the programs you obtain
from Oracle to distribute to an end user with the application package under the
terms of this agreement. The term "end user" refers to a third party that is
licensed to use the application package with the programs for its own business
operations subject to the terms of an end user license agreement as further
provided for in this agreement. The term "application program" refers to an
application program developed by you, which complies with the following
requirements: (a) the application program must be commercially available and
must be included in your standard product catalog or price list; (b) the
application program must be accompanied by end user documentation; and (c) the
application program must be commercially available to multiple end users and
must not be intended for the exclusive use of a specific end user or groups of
end users. The term "application package" refers to your application program,
described in the application package registration form, coupled with the
programs and distributed to an end user. The term "application specific" refers
to the programs that are limited to use in conjunction with your application
program and that cannot be modified for use with any third party application.
The term "end user license agreement" refers to a legally binding written
agreement (a) granting an end user the right to use the programs, (b) which is
compliant with the terms of this agreement, and (c) which becomes effective upon
the execution of an ordering document between you and an end user. The term
"OPN" refers to the Oracle PartnerNetwork, which is Oracle's partner program
that provides access to specified Oracle services, tools and resources. You can
access the OPN at http://partner.oracle.com.


Distribution Rights
You must be a member of the OPN in order to distribute programs. Oracle grants
you a nonexclusive, nontransferable right to duplicate the programs you order
from Oracle under this agreement and a nonexclusive right to distribute such
programs to end users pursuant to an end user's order to you as part of the
application package. Prior to distributing programs, you must obtain an order
from the end user for the programs ordered, which order and programs shall be
subject to a valid end user license agreement. You may distribute only the
programs for which you have previously acquired a supported development license.
Each distributed program must be used only for the business operations of the
end user and must be used only in conjunction with the application package. Each
distributed program shall be subject to the terms of this agreement and the
terms provided in the end user license agreement. Program documentation for the
programs you order and distribute is either shipped with the programs, or the
documentation may be accessed online at http://docs.oracle.com.


Development Licenses
You may order development licenses for the programs pursuant to which Oracle
grants you a nonexclusive, nontransferable license to use the programs (a) to
develop or prototype the application package, and (b) to provide training for
the application package to your employees and end users that have licensed the
application package. Such development activities may include creating
modifications to customize programs for the end user's requirements, but only
within the scope defined in the application package registration form.
Development licenses may not be used to create additional functionality or
applications not described in the registration form.

                                                                    Page 1 of 11





Trial Licenses
Oracle grants you a nonexclusive license for you and your distributors to
distribute to end users a combined total of 50 trial licenses at any one time
for the end users' own internal evaluation purposes (and not for development,
prototype, training or technical support purposes). Trial licenses shall be for
30 days and shall be subject to the terms of this agreement and the terms
provided in the ordering document. If your end users want to use programs for
which they have obtained a trial license for more than 30 days, they must obtain
an appropriate license and pay the appropriate fees; you must pay Oracle a fee
for any trial licenses that you distribute that extend for more than 30 days.
Programs licensed for trial purposes are provided "as is" and Oracle does not
provide technical support or any warranties for these programs.

Demonstration Licenses
You may order demonstration licenses for the programs pursuant to which Oracle
grants you a nonexclusive, nontransferable (except with respect to your
distributors as provided in this agreement) license for you and your
distributors to use the programs to (a) demonstrate the programs to potential
end users solely in connection with the application package, (b) prototype the
application package, and (c) provide training for the application package to
your employees. Demonstration licenses shall be subject to the terms of this
agreement and the terms provided in the ordering document.

Distributors
You may appoint distributors to distribute the programs as provided under the
terms of this agreement. Distributors have no right to make copies of the
programs and shall obtain all programs from you. Each distributor must be
subject to a legally binding written agreement between you and the distributor
that (a) allows the distributor to distribute the application package to end
users and (b) contains or incorporates provisions which are equivalent to the
terms of this agreement. In addition, the agreement with your distributors shall
require the distributors to distribute the programs subject to terms that are
consistent with the terms of this agreement. You shall keep the appointment of
each distributor (its name and address) and executed distributor agreements for
Oracle to inspect upon request. You shall defend and indemnify Oracle from all
claims and for all damages arising out of the activities of your distributors.

Ownership and Restrictions
Oracle retains all ownership and intellectual property rights to the programs
and materials resulting from the services. You and each end user may make a
sufficient number of copies of each program for the licensed use and one copy of
each program media; you and each end user must obtain Oracle's prior written
approval to make additional copies. You may permit your agents and contractors
to use the programs for the demonstration and development purposes set forth
herein, subject to the terms of this agreement.

You may not:
o   duplicate and/or distribute the programs unless coupled with the application
    package;
o   use the programs for your own business operations except as provided in this
    agreement;
o   remove or modify any program markings or any notice of Oracle's proprietary
    rights;
o   rent, lease, timeshare, or act as a service bureau, or provide subscription
    services for the programs, or permit your end users to do so (unless such
    access is expressly permitted for the specific program license the end user
    has acquired), or distribute the programs in any manner except as provided
    under this agreement;
o   use the programs to provide third party training on the content and/or
    functionality of the programs, except for training for your employees and
    end users who have licensed the application package as provided in this
    agreement;
o   cause or permit reverse engineering (unless required by law for
    interoperability), disassembly, or decompilation of the programs;
o   disclose results of any program benchmark tests without Oracle's prior
    written consent;
o   engage in any deceptive or misleading practices that may be detrimental to
    Oracle or to the programs; or
o   permit your end users to use the programs other than solely in conjunction
    with the application package.


"Open Source" software - software available without charge for use, modification
and distribution - is often licensed under terms that require the user to make
the user's modifications to the Open Source software or any software that the
user `combines' with the Open Source software freely available in source code
form. If you use Open Source software in conjunction with the programs, you must
ensure that your use does not: (i) create, or purport to create, obligations of
Oracle with respect to the programs; or (ii) grant, or purport to grant, to any
third party any rights to or immunities under Oracle's intellectual property or
proprietary rights in the programs. For example, you may not develop a software
program using a program and an Open Source program where such use results in a
program file(s) that contains code from both the program and the Open Source
program (including without limitation


                                                                    Page 2 of 11





libraries) if the Open Source program is licensed under a license that requires
any "modifications" be made freely available. You also may not combine the
programs with programs licensed under the GNU General Public License ("GPL") in
any manner that could cause, or could be interpreted or asserted to cause, the
programs or any modifications to the programs to become subject to the terms of
the GPL.


Reporting
In connection with your distribution activities under this agreement, you shall
submit monthly reports for programs distributed with the application package to
Oracle or to any majority owned subsidiary of Oracle, whichever entity has
executed this agreement, (both of which are referred to in this agreement as
"Oracle group company") or to an Oracle Value Added Distributor ("Oracle VAD").
Monthly reports must be submitted directly to the entity to which you submitted
your order for programs, and you must submit a monthly report even if you do not
owe any fees to Oracle for a particular month. In each monthly report you shall
provide the name and address of the end user; the name, including date or
version, of the applicable end user license agreement and any amendments thereto
and documents attached that together with the end user license agreement form
the complete end user license agreement; the name, including date or version, of
your agreement with Oracle under which the programs are being distributed; the
location to which the programs will be shipped and the ship date; the total
number of processors on which the programs are installed and/or running; the
names of the programs licensed, applicable license metrics and quantity; the
term designations (for term licenses); the number of trial licenses, if any; and
the total license, technical support, and other services fees payable to the
applicable Oracle group company for that month. Your order must be complete when
submitted to Oracle and may not (a) require any concessions (including requiring
Oracle to perform any obligations or to incur any liability not set forth in
your order to Oracle) or (b) be changed after it is submitted to Oracle.

Upon request, you will provide Oracle with a copy of the end user license
agreement and any ordering documents or purchase agreements between you and the
end user related to the order, with any information reasonably deemed
confidential or proprietary removed as the information set forth in such end
user license agreement will not be considered confidential information. At a
minimum you must provide information related to the programs, including but not
limited to, the end user's name, the programs distributed, the number of users,
the license levels, the license grant to the end user, any definitions related
to licensing metrics, the date of the order, and any other information
reasonably requested by Oracle.

Where (i) the acquisition of programs and/or technical support is financed or
leased, or (ii) the end user license agreement or order refers to any payments
other than net 30 day payment terms, then you will comply with Oracle's
financing and leasing policies which can be accessed at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership portlet) by ensuring that the end user and any funder
have received those policies, and where applicable, have acknowledged that they
will comply with those policies.


License Agreement
It is your responsibility to ensure that any distribution of the programs to an
end user is subject to a legally binding end user license agreement for the
programs and/or services that you distribute to the end user. The end user
license agreement must, at a minimum: (1) restrict use of the programs to the
scope of the application package and to the business operations of the end user;
(2) prohibit (a) the end user from assigning, giving, or transferring the
programs and/or any services ordered or an interest in them to another
individual or entity (and if your end user grants a security interest in the
programs and/or any services, the secured party has no right to use or transfer
the programs and/or any services); (b) timesharing, service bureau, subscription
service, or rental use of the programs; and (c) title to the programs from
passing to the end user or any other party; (3) prohibit the reverse engineering
(unless required by law for interoperability), disassembly or decompilation of
the programs and prohibit duplication of the programs except for a sufficient
number of copies of each program for the end user's licensed use and one copy of
each program media; (4) disclaim, to the extent permitted by applicable law,
Oracle's liability for any damages, whether direct, indirect, incidental, or
consequential, arising from the use of the programs; (5) require the end user,
at the termination of the agreement, to discontinue use and destroy or return to
you all copies of the programs and documentation; (6) prohibit publication of
any results of benchmark tests run on the programs; (7) require the end user to
comply fully with all relevant export laws and regulations of the United States
and other applicable export and import laws to assure that neither the programs,
nor any direct product thereof, are exported, directly or indirectly, in
violation of applicable laws; (8) not require Oracle to perform any obligations
or incur any liability not previously agreed to between you and Oracle; (9)
permit you to audit your end user's use of the programs and report such use to
Oracle or to assign your right to audit the end user's use of the programs to
Oracle; (10) designate Oracle as a third party beneficiary of the end user
license agreement; and (11) exclude the application of the Uniform Computer
Information Transactions Act. You may allow your end users to permit agents or
contractors to use the programs on their behalf for the purposes set forth in
the end user license agreement, subject to the terms of such agreement. You
shall be financially responsible for all claims and damages to Oracle caused


                                                                    Page 3 of 11





by your failure to include the required contractual terms set forth above in
each end user license agreement between you and an end user. Oracle is a third
party beneficiary of any end user license agreement between you and the end
user, but does not assume any of your obligations thereunder, and you agree that
you will not enter into any end user license agreement that excludes Oracle as a
third party beneficiary and will inform your end users of Oracle's rights.

You agree to inform Oracle promptly if you are aware of any breach of an end
user license agreement. You agree to enforce the terms of an end user license
agreement between you and an end user if Oracle requests you to do so to protect
its interest, or, at Oracle's request, to assign to Oracle or its designee the
right to enforce such agreement.

Warranties, Disclaimers and Exclusive Remedies Oracle warrants that programs
will substantially operate as described in the applicable program documentation
for one year after Oracle delivers them to you. Oracle also warrants that
services ordered will be provided in a manner consistent with industry
standards, and this warranty is valid for a period of 90 days from performance
of the service.

ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR
UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT
PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS
OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

FOR ANY BREACH OF THE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE'S ENTIRE
LIABILITY, SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF
THE WARRANTY, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE
FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL
SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF
THE SERVICES, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER
THE FEES PAID TO ORACLE FOR THE RELEVANT SERVICES.

Trial Programs Included With Demonstration and Development License Orders
Oracle may include additional programs with an order for demonstration and
development licenses which you may use for trial, non-production purposes only.
You have 30 days from the delivery date to evaluate these programs. If you
decide to use any of these programs after the 30 day trial period, you must
obtain a license for each program from Oracle. If you decide not to obtain a
license for any programs after the 30 day trial period, you must cease using and
must delete the applicable programs from your computer system. Programs licensed
for trial purposes are provided "as is" and Oracle does not provide technical
support or offer any warranties for these programs.

Indemnification
If someone makes a claim against you or an end user that any program infringes
their intellectual property rights, Oracle will indemnify you and the end user
if you do the following:
o   notify the General Counsel, Legal Department, promptly in writing, not later
    than 30 days after you receive notice of the claim, or sooner if required by
    applicable law;
o   give Oracle sole control of the defense and any settlement negotiations; and
o   give Oracle the information, authority, and assistance Oracle needs to
    defend against or settle the claim.

If Oracle believes that any of the programs may have violated someone else's
intellectual property rights, Oracle may choose to either modify the programs to
be non-infringing or obtain a license to allow for continued use, or if these
alternatives are not commercially reasonable, Oracle may end the license for the
applicable program and refund any fees you may have paid for it. Oracle will not
indemnify you or an end user if you or an end user alter a program outside the
scope of use identified in the user documentation or if you or an end user use a
version of the program which has been superseded, if the infringement claim
could have been avoided by using an unaltered current version of the program.
Oracle will not indemnify you to the extent an infringment claim is based on a
program not provided by Oracle. Oracle will not indemnify you or an end user to
the extent that an infringement claim is based on the combination of programs
with any products or services not provided by Oracle. This section provides your
exclusive remedy for any infringement claims or damages.


                                                                    Page 4 of 11





If someone makes a claim against Oracle that a program, when used in combination
with any product or services provided by you, infringes their intellectual
property rights, and such claim would have been avoided by the exclusive use of
the program, you will indemnify Oracle.


Technical Support
You may order technical support for development licenses and demonstration
licenses. If ordered, technical support is provided under Oracle's technical
support policies in effect at the time the services are provided. The technical
support policies, incorporated in this agreement, are subject to change and may
contain additional terms, and you should review the policies prior to ordering
such technical support. You may access the latest version of the Oracle
technical support policies at
http://www.oracle.com/support/index.html?policies.html. Subject to Oracle's
technical support policies, and upon payment of the applicable annual fees for
technical support as set forth in the Fees and Taxes section, you shall have the
right to use Oracle's technical support services acquired for your supported
development licenses to provide technical support to end users, provided that
you continually maintain technical support for your development licenses.


Oracle reserves the right to desupport its programs. Desupport notices, which
are posted at Oracle's customer support web site, MetaLink (or Oracle's then
current customer support web site), contain desupport dates, information about
availability of Extended Assistance Support and Extended Maintenance Support and
information about migration paths for certain features. The desupport notices
are subject to change; Oracle will provide updated desupport notices on MetaLink
(or Oracle's then current customer support web site) as necessary.


You or your distributor will be responsible for any assistance needed to install
the application package at end user sites. You are responsible for providing all
technical support, training and consultations to distributors and end users.
Questions Oracle receives from end users will be referred to you. Subject to the
requirements in the first paragraph of this section, provided that you
continually maintain technical support for your development licenses, you shall
have the right to use Oracle's technical support services acquired for your
supported development licenses to provide technical support to end users.


In conjunction with your annual payment of technical support fees, you will
submit a report providing the name and address of each end user who contracted
for or obtained technical support from you, and for each end user, the term of
the technical support that is covered by the payment.


GENERAL

Term and End of Agreement
This agreement shall begin on the date specified in Oracle's acceptance
confirmation and continue in effect for the same period of time as your Oracle
PartnerNetwork Agreement ("OPN agreement"). This agreement will terminate if you
do not keep your OPN membership current. Each year, in order to keep
distributing the programs, when you apply to renew your OPN agreement, you must
execute the then current version of Oracle's distribution agreement and the
agreement will be subject to acceptance by Oracle, and Oracle may require you to
complete certain training and assessment requirements to Oracle's satisfaction.
If you breach the terms of this agreement and fail to correct the breach within
30 days after Oracle notifies you in writing, Oracle may end this agreement and
your use of programs, access to technical support and other services ordered as
well as the OPN agreement and your membership in the OPN; provided however, that
if the breach is of a nature which cannot be corrected then Oracle may end this
agreement immediately. If Oracle ends this agreement as specified in the
preceding sentence, you must pay within 30 days all amounts which have accrued
prior to the end of this agreement, as well as sums remaining unpaid for
programs and/or services ordered or received under this agreement. You agree
that if you are in default under this agreement, you may not use the programs
and/or services ordered. The end users' rights to use the programs properly
distributed by you under this agreement shall survive termination of this
agreement, unless such rights are otherwise terminated in accordance with the
applicable license agreement. The parties' rights and obligations that by their
nature are continuing shall survive, including but not limited to those set
forth in the section entitled "Ethical Business Practices."


Fees and Taxes
You may place an order for programs and/or services with the Oracle group
company that has executed this agreement or an Oracle VAD. You agree to pay the
applicable Oracle group company or Oracle VAD a fee for each order placed for
programs and/or services under this agreement, as specified in the ordering
document, and for each program license distributed. Fees for programs and/or
services will be paid directly to the entity to which you submit the relevant
orders and monthly reports. You will not be relieved of your obligation to pay
any fees owed to Oracle by the nonpayment of such fees by your end user. Oracle
VADs and


                                                                    Page 5 of 11



partners are free to determine the fees charged to end users for program
licenses and technical support. Fees payable to the applicable Oracle group
company for programs distributed to end users with the application package will
be equal to 40% of the applicable license fee for each program based on the
Oracle global price list in effect at the time you issue a quote. To access the
Oracle global price list, you must log into the OPN web site at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership portlet). It is your responsibility to access the Oracle
global price list to obtain current information. If Oracle's global price list
changes after you issue a valid written quote for program licenses to an end
user, for 90 days after the date you submit the quote to the end user, the fee
applicable to the programs identified in the quote shall be based on the global
price list in effect on the date you submit the quote.


With regard to fees for technical support provided for perpetual licenses, (A)
you agree to pay the applicable Oracle group company a technical support fee in
an amount equal to (1) 19% of cumulative net license fees for programs other
than the Collaboration products for every year end users contract for or obtain
support from you for the application package package (15% for those end users to
whom you provide only Software Updates), and (2) 21.5 % of cumulative net
license fees for the Collaboration products for every year end users contract
for or obtain support from you for the application package (15% for those end
users to whom you provide only Software Updates), such fees due and payable
annually in arrears net 30 days from December 31, or (B) you agree to pay an
Oracle VAD as you may mutually agree. With regard to technical support provided
for 4 year term licenses, (1) you agree to pay the applicable Oracle group
company a technical support fee in an amount equal to (a) 32% of cumulative net
license fees for programs other than the Collaboration products for every year
end users contract for or obtain support from you for the application package
(25% for those end users to whom you provide only Software Updates), and (b) 36
% of cumulative net license fees for the Collaboration products for every year
end users contract for or obtain support from you for the application package
(25% for those end users to whom you provide only Software Updates), such fees
due and payable annually in arrears net 30 days from December 31, or (2) you
agree to pay an Oracle VAD as you may mutually agree. With regard to technical
support provided for 2 year term licenses, (aa) you agree to pay the applicable
Oracle group company a technical support fee in an amount equal to (a) 55% of
cumulative net license fees for programs other than the Collaboration products
for every year end users contract for or obtain support from you for the
application package (43% for those end users to whom you provide only Software
Updates), and (b) 61 % of cumulative net license fees for the Collaboration
products for every year end users contract for or obtain support from you for
the application package (43% for those end users to whom you provide only
Software Updates), such fees due and payable annually in arrears net 30 days
from December 31, or (bb) you agree to pay an Oracle VAD as you may mutually
agree. With regard to technical support provided for 1 year term licenses, (i)
you agree to pay the applicable Oracle group company a technical support fee in
an amount equal to (a) 95% of cumulative net license fees for programs other
than the Collaboration products for every year end users contract for or obtain
support from you for the application package (75% for those end users to whom
you provide only Software Updates), and (b) 107 % of cumulative net license fees
for the Collaboration products for every year end users contract for or obtain
support from you for the application package (75% for those end users to whom
you provide only Software Updates), such fees due and payable annually in
arrears net 30 days from December 31, or (ii) you agree to pay an Oracle VAD as
you may mutually agree. Fees due to Oracle for technical support as specified
above shall accrue as of the date you ship the application package. If the end
user does not continuously maintain technical support for the application
package, you will be required to pay reinstatement fees to Oracle in accordance
with Oracle's current technical support policies if the end user wants to
reinstate technical support.


If you submit a purchase order to Oracle, fees payable under such purchase order
are due within 30 days of the date of the purchase order. Except as provided
herein, all fees payable to the applicable Oracle group company are due within
20 days of the last day of the month in which the application package is
delivered to the end user, and all applicable fees payable to the applicable
Oracle group company for demonstration licenses and development licenses you
order are due within 30 days from the invoice date. You also agree to pay any
sales, value-added or other similar taxes imposed by applicable law which the
applicable Oracle group company must pay based on the programs or services you
ordered. Oracle reserves the right to check your credit rating periodically
during the term of this agreement and to modify these payment terms in the event
that there is a material change in your credit rating. Fees listed in this
agreement are exclusive of value added tax and/or similar sales taxes. Such
taxes shall be charged at the appropriate rate by the applicable Oracle group
company in addition to its stated fees and shall be shown separately on the
relevant invoice. Payments shall be in U.S. dollars or in the local currency
designated by the applicable Oracle group company or Oracle VAD. Upon your
submission of an order to the applicable Oracle group company, this payment
obligation is non-cancelable, and the sum paid is nonrefundable, is not subject
to set-off for any reason, and is not subject to the completion or occurrence of
any event after the date your order is submitted to Oracle.


                                                                    Page 6 of 11




Nondisclosure
By virtue of this agreement, the parties may have access to information that is
confidential to one another ("confidential information"). Confidential
information shall be limited to the terms and pricing under this agreement, and
all information clearly identified as confidential.


A party's confidential information shall not include information that: (a) is or
becomes a part of the public domain through no act or omission of the other
party; (b) was in the other party's lawful possession prior to the disclosure
and had not been obtained by the other party either directly or indirectly from
the disclosing party; (c) is lawfully disclosed to the other party by a third
party without restriction on the disclosure; or (d) is independently developed
by the other party.

The parties agree to hold each other's confidential information in confidence
for a period of three years from the date of disclosure. The parties agree,
unless required by law, not to make each other's confidential information
available in any form to any third party for any purpose other than the
implementation of this agreement. Each party agrees to take all reasonable steps
to ensure that confidential information is not disclosed or distributed by its
employees or agents in violation of the terms of this agreement. Nothing shall
prevent either party from disclosing the terms or pricing under this agreement
or orders submitted under this agreement in any legal proceeding arising from or
in connection with the terms of this agreement.


Trademarks and Copyrights
You are authorized to use Oracle's trademarks and service marks (the "Oracle
trademarks") to refer to the associated Oracle products and services. Your use
of the Oracle trademarks shall comply with Oracle's trademark usage guidelines
in effect from time to time, and all goodwill based upon use of the Oracle
trademarks shall inure to Oracle's benefit. Oracle's trademark usage guidelines,
incorporated in this agreement, are subject to change. You may access Oracle's
trademark usage guidelines at http://partner.oracle.com (you must log in, select
the Home tab, and select the Manage Your Membership portlet). You agree not to
use Oracle trademarks (including "ORACLE") or potentially confusing variations
(including "ORA") as a part of your product name(s), service name(s), company
name, or domain name(s). In marketing, promoting, or licensing the programs, you
agree to make it clear that Oracle is the source of the programs. You shall
include on all copies of the programs used or distributed by you:


         A. A reproduction of Oracle's copyright notice; or
         B. A copyright notice indicating that the copyright is vested in you
            containing the following:
                  1. A "c" in a circle and the word "copyright";
                  2. Your name;
                  3. The date of copyright; and
                  4. The words "All rights reserved."


Such notices shall be placed on the documentation, the sign-on screen for any
software incorporating the programs, and the diskette or tape labels.


Relationships between Parties
In all matters relating to this agreement, you will act as an independent
contractor. This agreement does not create a partnership, joint venture, agency,
employee/employer relationship, or franchisee/franchisor relationship between
the parties. Neither party will represent that it has any authority to assume or
create any obligation, express or implied, on behalf of the other party, nor to
represent the other party as agent, employee, franchisee, or in any other
capacity. Nothing in this agreement shall be construed to limit either party's
right to independently develop or distribute software that is functionally
similar to the other party's product, so long as proprietary information of the
other party is not included in such software.


Privacy
To the extent this agreement provides Oracle the right to audit or review
documents that may have information concerning your end users, or to the extent
that you provide Oracle with personal information relating to any employees who
are identified as contact persons or otherwise identified under this agreement,
you agree to have provided all relevant notices to such persons or obtained any
consents required to enable you to share this information with Oracle. Oracle
will only use the information in manners consistent with those specified in this
agreement, required to accomplish its purposes, or otherwise stated at the time
Oracle collects such information. Any data provided may be maintained by Oracle
in data centers in the United States and may be accessible by Oracle's global
personnel as required for business purposes.



                                                                    Page 7 of 11




URLs
It is your responsibility to regularly monitor all applicable URLs referenced in
this agreement. You confirm that you have access to the Internet and confirm
that prior to entering into this agreement you have read the policies on the
websites referenced above and agree to the terms and conditions set out in those
policies. You undertake that you will visit the websites referenced above on a
regular basis so that you are aware of any amendments Oracle may make to those
policies from time to time.


U.S. Government Licenses
If you distribute a license to the United States government, the programs,
including documentation, shall be considered commercial computer software and
you will place a legend, in addition to applicable copyright notices, on the
documentation, and on the media label, substantially similar to the following:
         NOTICE OF RESTRICTED RIGHTS
"Programs delivered subject to the DOD FAR Supplement are `commercial computer
software' and use, duplication, and disclosure of the programs, including
documentation, shall be subject to the licensing restrictions set forth in the
applicable Oracle license agreement. Otherwise, programs delivered subject to
the Federal Acquisition Regulations are `restricted computer software' and use,
duplication, and disclosure of the programs, including documentation, shall be
subject to the restrictions in FAR 52.227-19, Commercial Computer
Software-Restricted Rights (June 1987). Oracle Corporation, 500 Oracle Parkway,
Redwood City, CA 94065."


Ethical Business Practices
You acknowledge and agree that you and your owners, directors, officers,
employees or agents have not, and will not, make or promise payments of money or
anything of value, directly or indirectly, to any government or public
international organization officials, political parties, or candidates for
political office, for the purpose of obtaining or retaining business or securing
any improper advantage, or to any other person or entity if such payment would
violate the laws of the country in which made or the laws of the United States.
You agree that any violation of this section constitutes just cause for the
immediate termination by Oracle of this agreement without any liability to you.
You will also indemnify and hold Oracle and its parent company harmless from any
claims, losses and liabilities resulting from any breach of any of your
obligations under this section. The obligations under this section shall survive
the termination or expiration of this agreement.


Entire Agreement
You agree that this agreement and the information which is expressly
incorporated into this agreement (including reference to information contained
in a URL), together with the applicable order, are the complete agreement for
the programs and/or services ordered by you, and this agreement supersedes all
prior or contemporaneous agreements or representations regarding such programs
and services. If any term of this agreement is found to be invalid or
unenforceable, the remaining provisions will remain effective. It is expressly
agreed that the terms of this agreement and any Oracle ordering document shall
supersede the terms in any purchase order or other non-Oracle ordering document
and no terms included in any such purchase order or other non-Oracle ordering
document shall apply to the programs and/or services ordered. This agreement may
not be modified and the rights and restrictions may not be altered or waived
except in a writing signed or accepted online through the Oracle Store by
authorized representatives of you and of Oracle and any notice required under
this agreement shall be provided to the other party in writing.


Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE.
ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT AND YOUR ORDER
OR MONTHLY REPORT, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE FEES YOU
PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICE UNDER THIS AGREEMENT AS
SPECIFIED IN YOUR ORDER OR MONTHLY REPORT. IN NO EVENT SHALL ORACLE'S TOTAL
LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL VALUE OF
THE APPLICABLE ORDER OR MONTHLY REPORT.


Export
You agree that U.S. export control laws and other applicable export and import
laws govern your use and distribution of the programs, including technical data;
additional information can be found on Oracle's Global Trade Compliance web site
located at http://www.oracle.com/products/export/index.html?content.html. You
agree that neither the programs nor any direct product thereof will be exported,
directly, or indirectly, in violation of these laws, or will be used for any
purpose prohibited by these laws including, without limitation, nuclear,
chemical, or biological weapons proliferation, or development of missile
technology.


                                                                    Page 8 of 11




Other
This agreement is governed by the substantive and procedural laws of the State
of California and you and Oracle agree to submit to the exclusive jurisdiction
of, and venue in, the courts in San Francisco, San Mateo, or Santa Clara
counties in California in any dispute arising out of or relating to this
agreement.

You may not assign this agreement or give or transfer the programs and/or any
services ordered or an interest in them to another individual or entity. If you
grant a security interest in the programs and/or any services, the secured party
has no right to use or transfer the programs and/or any services.

Except for actions for nonpayment or breach of Oracle's proprietary rights in
the programs, no action, regardless of form, arising out of or relating to this
agreement may be brought by either party more than two years after the cause of
action has accrued.

You agree that the sales process that you use complies with applicable
procurement regulations (if the end user is a government entity) and that you
will keep accurate books and records in connection with the activities under
this agreement. Upon 45 days written notice, Oracle may audit your use and
distribution of the programs and your activities under this agreement. You agree
to cooperate with Oracle's audit and provide reasonable assistance and access to
information, including but not limited to relevant books, records, agreements,
servers, technical personnel, and royalty reporting systems. You agree to pay
within 30 days of written notification any underpaid fees. If you do not pay,
Oracle can end your technical support, licenses and this agreement or may choose
not to accept your application to renew this agreement at such time of renewal.
Upon Oracle's reasonable request, you agree to audit end user(s) and report the
findings to Oracle, or assign your right to audit end user(s) to Oracle.

If you have a dispute with Oracle or if you wish to provide a notice under the
Indemnification section of this agreement, or if you become subject to
insolvency proceedings, you will promptly send written notice to: Oracle
Corporation, 500 Oracle Parkway, Redwood City, California, United States, 94065,
Attention: General Counsel, Legal Department.

The Uniform Computer Information Transactions Act does not apply to this
agreement or any order or monthly report hereunder.

License Definitions and Rules
Your use and distribution of the programs is subject to the license definitions
and rules, which are incorporated in this agreement, and which are available at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership portlet). These license definitions and rules are subject
to change, and may contain additional terms regarding the licensing metrics and
other rules applicable to the programs but do not modify the terms applicable to
your right to distribute the programs.


The effective date of this Agreement shall be August 1, 2003.

PARTNER: SCT CORPORATION                        ORACLE CORPORATION

PARTNER ADDRESS:________________________
                    ____________________
PARTNER FAX NO.:________________________

By: /s/ Roy Zatcoff                         By:    /s/ Barbara D. Koenig
       -------------------------------             ----------------------------
Name:  Roy Zatcoff                          Name:  Barbara D. Koenig
Title: Executive VP                         Title: Sr. Contracts Manager



                                                                    Page 9 of 11




                                  AMENDMENT ONE
                                     to the
                              ORACLE PARTNERNETWORK
                      APPLICATION SPECIFIC FULL USE PROGRAM
                             DISTRIBUTION AGREEMENT
                                     between
                                 SCT CORPORATION
                                       AND
                               ORACLE CORPORATION

This document ("Amendment One") amends the Oracle PartnerNetwork Application
Specific Full use Program Distribution Agreement between SCT Corporation ("You")
and Oracle Corporation ("Oracle") and any and all amendments thereto (the
"Agreement").

     1. Definitions: Delete the first sentence in this section and replace with
        the following: "You" and "your" refer to the company that has entered
        into this agreement with Oracle Corporation ("Oracle") to distribute
        Oracle's programs with the application package and your majority owned
        subsidiaries. You warrant that you have the authority to bind your
        majority owned subsidiaries to the terms of this agreement and any
        applicable ordering document and further warrant that you shall be
        responsible for a breach of such terms by your majority owned
        subsidiaries.

     2. Trial Licenses: In the second and third sentences of this section
        replace "30" with "90" (three replacements).

     3. License Agreement: In the second paragraph, delete the second sentence
        in its entirety and replace with the following: "You agree to either
        enforce the terms of an end user license agreement between you and an
        end user or you have the option to assign the right to enforce such
        agreement to Oracle or its designee."

     4. Trial Programs Included With Demonstration and Development License
        Orders: In the second, third, and fourth sentences replace "30" with
        "90" (3 replacements).

     5. Term and End of Agreement:

         Delete the first sentence of this section and replace with the
         following: "This agreement shall begin on the date specified in
         Oracle's acceptance confirmation and continue in effect for three (3)
         years thereafter; provided, however, that Oracle may terminate this
         agreement, after the first year, for any reason at any time upon 30
         days written notice to you."

         Delete at the beginning of the third sentence of this section, the
         words, "Each year", and replace with the following, "At the end of the
         three (3) year term,".

     6. Fees and Taxes:


                                                                   Page 10 of 11




            o  Insert the following after the sixth sentence in the first
               paragraph of this section: "Notwithstanding the foregoing, you
               shall have the right to distribute the Oracle Program, iPayment,
               at a fee equal to 25% of the applicable list license fee based on
               the Oracle global price list in effect at the time you issue a
               quote. "

            o  Add the following to the end of the first sentence of the second
               paragraph in this section: "Notwithstanding the requirements
               related to fees for technical support provided for perpetual
               licenses set forth above, you agree to pay the applicable Oracle
               group company a technical support fee equal to 13% of cumulative
               net license fees for programs other than the Collaboration
               products for every year your existing end users who are currently
               obtaining support from you for the application package as of the
               Effective Date of the Agreement obtain technical support from you
               for the application package."

     7. Other:

            o  Delete the first paragraph in this section and replace with the
               following: "This agreement is governed by the substantive and
               procedural laws of Pennsylvania."

            o  Delete the second sentence of the fourth paragraph in this
               section in its entirety and replace with the following: "Upon 45
               days written notice, Oracle may audit your use and distribution
               of the programs and your activities under this agreement, not
               more than once annually. Any such audit shall be conducted during
               regular business hours at your offices and shall not unreasonably
               interfere with your business activities."


Other than the modifications above, the terms and conditions of the Agreement
remain unchanged and in full force and effect.

The Effective Date of this Amendment One is August 1, 2003.

SCT CORPORATION                                  ORACLE CORPORATION

By: /s/ Roy Zatcoff                         By:    /s/ Barbara D. Koenig
       -------------------------------             ----------------------------
Name:  Roy Zatcoff                          Name:  Barbara D. Koenig
Title: Executive VP                         Title: Sr. Contracts Manager





                                                                   Page 11 of 11

EX-10

[Graphic Appears Here]

                              ORACLE PARTNERNETWORK
                     FULL USE PROGRAM DISTRIBUTION AGREEMENT


This Full Use Program Distribution Agreement ("agreement") includes the terms
and definitions set out below and any orders you submit. This agreement and any
orders submitted under this agreement are not effective until accepted by
Oracle. If accepted, Oracle will notify you and the terms of this agreement will
govern.


Definitions
"You" and "your" refer to the individual or entity that has entered into this
agreement with Oracle Corporation ("Oracle") to distribute Oracle's programs
with the value added package. The term "programs" refers to full use versions of
the Oracle software products which you order from Oracle for development, trial,
or demonstration purposes as provided below, and for distribution to an end user
under this agreement, including program documentation, and any program updates
acquired through technical support. The term "programs" does not include any
Oracle E-Business Suite programs. The term "technical support" consists of
Software Updates, Product Support, and/or other annual technical support
services you may have ordered. The term "services" refers to technical support
(excluding any program updates acquired through technical support), online, or
other services which you have ordered. The term "distribution rights" refers to
the right to distribute the programs to an end user with the value added package
under the terms of this agreement. The term "end user" refers to a third party
that is licensed to use the programs for its own business operations subject to
the terms of an end user license agreement as further provided for in this
agreement. The term "value added package" refers to the hardware and/or software
products and/or services having added value which are developed, sold, provided
and/or licensed with the programs to an end user by you or value added sales
assistance provided by you. The term "full use" refers to unaltered versions of
the programs with all functions intact. The term "end user license agreement"
refers to a legally binding written agreement (a granting an end user the right
to use the programs, (b) which is compliant with the terms of this agreement,
and (c) which becomes effective upon the execution of an ordering document
between you and an end user. The term "OPN" refers to the Oracle PartnerNetwork,
which is Oracle's partner program that provides access to specified Oracle
services, tools and resources. You can access the OPN at
http://partner.oracle.com.

Distribution Rights
You must be a member of the OPN in order to distribute programs. You may order
programs from Oracle and Oracle grants you a nonexclusive, nontransferable right
to distribute such programs to end users pursuant to an end user's order to you
as provided under this agreement. Each distributed program must be used only for
the business operations of the end user. You may distribute the programs only in
conjunction with your value added package and you may not distribute the program
to yourself or to an affiliated entity. You shall not appoint any third party to
distribute the programs. Program documentation is either shipped with the
programs, or documentation may be accessed online at http://docs.oracle.com.

You may order Oracle technical support for your end users. Oracle grants you a
nonexclusive, nontransferable right to distribute to end users the ability to
receive first year technical support from Oracle for the programs distributed to
such end users. First year technical support may be acquired only with the order
placed for the programs. If technical support is ordered, the term of such
technical support begins on the date the programs are shipped. If ordered,
annual technical support is provided under Oracle's technical support policies
in effect at the time the services are provided. The technical support policies
are subject to change and may contain additional terms, and you should review
the policies prior to ordering such technical support. When you distribute the
ability to receive first year technical support from Oracle to end users, you
must inform such end users that such technical support (including the renewal of
such technical support) is subject to Oracle's technical support policies in
effect at the time the services are provided. You and/or the end user may access
the latest version of the Oracle technical support policies at
http://www.oracle.com/support/index.html?policies.html. If you distribute first
year technical support to an end user, you must inform the end user of the
amount of the annual technical support fees for the second year of technical
support should the end user decide to purchase such technical support from
Oracle. You may access the latest guidelines regarding the pricing of the second
year of technical support at http://partner.oracle.com (you must log in, select
the Home tab, and select the Manage Your Membership portlet).


                                                                    Page 1 of 11





Development Licenses
You may order development licenses for the programs for your use pursuant to
which Oracle grants you a nonexclusive, nontransferable license to use the
programs to (a) develop or prototype the value added package, and (b) to provide
training for the value added package to employees and end users who have
licensed the value added package. Your use of the development licenses shall be
subject to the terms of this agreement and the terms provided in the ordering
document.

Trial Licenses
You may order trial licenses for the programs. Oracle grants you a nonexclusive,
nontransferable license to distribute to end users a combined total of 50 trial
licenses at any one time for the end users' own internal evaluation purposes
(and not for development, prototype, training, or technical support purposes).
Trial licenses shall be for 30 days and shall be subject to the terms of this
agreement and the terms provided in the ordering document. If your end users
want to use programs for which they have obtained a trial license for more than
30 days, they must obtain an appropriate license and pay the appropriate fees;
you must pay Oracle a fee for any trial licenses that you distribute that extend
for more than 30 days. Programs licensed for trial purposes are provided "as is"
and Oracle does not provide technical support or any warranties for these
programs.

Demonstration Licenses
You may order demonstration licenses for the programs for your use pursuant to
which Oracle grants you a nonexclusive, nontransferable license to use the
programs to (a) demonstrate the programs to potential end users solely in
connection with the value added package, (b) prototype the value added package,
and (c) provide training for the value added package to your employees.
Demonstration licenses shall be subject to the terms of this agreement and the
terms provided in the ordering document.

Technical Support for Development Licenses and Demonstration Licenses
You may order annual technical support for development licenses and
demonstration licenses. If ordered or renewed, technical support is provided
under Oracle's technical support policies in effect at the time the services are
provided. The technical support policies, incorporated in this agreement, are
subject to change and may contain additional terms, and you should review the
policies prior to ordering such technical support. You may access the latest
version of the Oracle technical support policies at
http://www.oracle.com/support/index.html?policies.html.

Oracle reserves the right to desupport its programs. Desupport notices, which
are posted at Oracle's customer support web site, MetaLink (or Oracle's then
current customer support web site), contain desupport dates, information about
availability of Extended Assistance Support and Extended Maintenance Support and
information about migration paths for certain features. The desupport notices
are subject to change; Oracle will provide updated desupport notices on MetaLink
(or Oracle's then current customer support web site) as necessary.

Ownership and Restrictions
Oracle retains all ownership and intellectual property rights to the programs
and materials resulting from the services. You and each end user may make a
sufficient number of copies of each program for the licensed use and one copy of
each program media; you and each end user must obtain Oracle's prior written
approval to make additional copies. You may allow your agents or contractors to
use the programs for demonstration and development purposes set forth herein,
subject to the terms of this agreement.

You may not:
distribute the programs except in conjunction with the value added package;

o   use the programs for your own business operations except as provided in this
    agreement;
o   remove or modify any program markings or any notice of Oracle's proprietary
    rights;
o   rent, lease, or timeshare the programs, act as a service bureau with respect
    to the programs, or provide subscription services for the programs, or
    permit your end users to do so (unless such access is expressly permitted
    for the specific program license the end user has acquired), or distribute
    the programs in any manner except as provided under this agreement;
o   use the programs to provide third party training on the content and/or
    functionality of the programs, except for training for your employees and
    end users who have licensed the value added package as provided in this
    agreement;
o   cause or permit reverse engineering (unless required by law for
    interoperability), disassembly, or decompilation of the programs;
o   disclose results of any program benchmark tests without Oracle's prior
    written consent; or
o   engage in any deceptive or misleading practices that may be detrimental to
    Oracle or to the programs.


                                                                    Page 2 of 11




"Open Source" software - software available without charge for use, modification
and distribution - is often licensed under terms that require the user to make
the user's modifications to the Open Source software or any software that the
user `combines' with the Open Source software freely available in source code
form. If you use Open Source software in conjunction with the programs, you must
ensure that your use does not: (i) create, or purport to create, obligations of
Oracle with respect to the programs; or (ii) grant, or purport to grant, to any
third party any rights to or immunities under Oracle's intellectual property or
proprietary rights in the programs. For example, you may not develop a software
program using a program and an Open Source program where such use results in a
program file(s) that contains code from both the program and the Open Source
program (including without limitation libraries) if the Open Source program is
licensed under a license that requires any "modifications" be made freely
available. You also may not combine the programs with programs licensed under
the GNU General Public License ("GPL") in any manner that could cause, or could
be interpreted or asserted to cause, the programs or any modifications to the
programs to become subject to the terms of the GPL.

Order Terms
Prior to submitting an order to Oracle, you must obtain an order from the end
user for the programs ordered, which order and programs shall be subject to a
valid end user license agreement. Each order placed by you must be complete and
shall be subject to the terms of this agreement and the terms provided in the
ordering document. With each order you shall provide: the name and address of
the end user; the name, including date or version, of the applicable end user
license agreement and any amendments and documents that together with the end
user license agreement form the complete end user license agreement; the name,
including date or version, of your agreement with Oracle under which your order
is being placed; the location to which the programs will be shipped and the ship
date (if you are shipping the programs); the total number of processors on which
the programs are installed and/or running; the names of the programs licensed
and applicable license metrics; the term designations (for term licenses); the
number of trial licenses, if any; and the total license, technical support, and
other services fees payable to Oracle. Your order must be complete when
submitted to Oracle and may not (a) require any concessions (including requiring
Oracle to perform any obligations or to incur any liability not set forth in
your order to Oracle) or (b) be changed after it is submitted to Oracle. Oracle
may require that you place orders through an authorized Oracle Value Added
Distributor ("Oracle VAD").

Upon request, you will provide Oracle with a copy of the end user license
agreement and any ordering documents or purchase agreements between you and the
end user related to the order, with any information reasonably deemed
confidential or proprietary removed as the information set forth in such end
user license agreement will not be considered confidential information. At a
minimum you must provide information related to the programs, including but not
limited to, the end user's name, the programs distributed, the number of users,
the license levels, the license grant to the end user, any definitions related
to licensing metrics, the date of the order, and any other information
reasonably requested by Oracle.

Where (i) the acquisition of programs and/or technical support is financed or
leased, or (ii) the end user license agreement or order refers to any payments
other than net 30 day payment terms, then you will comply with Oracle's
financing and leasing policies which can be accessed at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership portlet) by ensuring that the end user and any funder
have received those policies, and where applicable, have acknowledged that they
will comply with those policies.

License Agreement
It is your responsibility to ensure that any distribution of programs to an end
user is subject to a legally binding end user license agreement for the programs
and/or services that you order. The end user license agreement shall be either
(a) a legally binding written agreement between you and the end user under which
you distribute the programs with your value added package in accordance with the
terms of this agreement or (b) a legally binding written agreement between
Oracle and the end user consisting of either a standard Oracle License and
Services Agreement between Oracle and the end user or an existing Software
License and Services Agreement between Oracle and the end user.

If the end user license agreement is between you and the end user, the terms for
that end user license agreement shall be either (a) your own license agreement
that complies with the terms set forth below or (b) the standard Oracle License
and Services Agreement modified such that (i) you are the licensor and are
responsible for all obligations under such agreement that would have been
required of Oracle if Oracle were the licensor and (ii) Oracle is designated as
a third party beneficiary of the end user license agreement.

If the end user license agreement is your own agreement, such agreement must at
a minimum: (1) restrict the use of the programs to the business operations of
the end user; (2) prohibit (a) the end user from assigning, giving, or
transferring the programs and/or any services ordered or an interest in them to
another individual or entity (and if your end user grants a security interest in
the programs


                                                                    Page 3 of 11




and/or any services, the secured party has no right to use or transfer the
programs and/or any services); (b) timesharing, service bureau, subscription
service, or rental use of the programs; and (c) title to the programs from
passing to the end user or any other party; (3) prohibit the reverse engineering
(unless required by law for interoperability), disassembly or decompilation of
the programs and prohibit duplication of the programs except for a sufficient
number of copies of each program for the end user's licensed use and one copy of
each program media; (4) disclaim, to the extent permitted by applicable law,
Oracle's liability for any damages, whether direct, indirect, incidental, or
consequential, arising from the use of the programs; (5) require the end user at
the termination of the agreement, to discontinue use and destroy or return to
you all copies of the programs and documentation; (6) prohibit publication of
any results of benchmark tests run on the programs; (7) require the end user to
comply fully with all relevant export laws and regulations of the United States
and other applicable export and import laws to assure that neither the programs,
nor any direct product thereof, are exported, directly or indirectly, in
violation of applicable laws; (8) not require Oracle to perform any obligations
or incur any liability not previously agreed to between you and Oracle; (9)
permit you to audit your end user's use of the programs and report such use to
Oracle or to assign your right to audit the end user's use of the programs to
Oracle; (10) inform the end user that technical support, if ordered from Oracle,
is provided under Oracle's technical support policies in effect at the time the
services are provided; (11) designate Oracle as a third party beneficiary of the
end user license agreement; and (12) exclude the application of the Uniform
Computer Information Transactions Act. You may allow your end users to permit
agents or contractors to use the programs on their behalf for the purposes set
forth in the end user license agreement, subject to the terms of such agreement.
You shall be financially responsible for all claims and damages to Oracle caused
by your failure to include the required contractual terms set forth above in
each end user license agreement between you and an end user. Oracle is a third
party beneficiary of any end user license agreement between you and the end
user, but does not assume any of your obligations thereunder, and you agree that
you will not enter into any end user license agreement that excludes Oracle as a
third party beneficiary and will inform your end users of Oracle's rights.

If the end user license agreement is between Oracle and the end user, the terms
for that end user license agreement shall be either (a) the then current
standard Oracle License and Services Agreement or (b) an existing Software
License and Services Agreement between Oracle and the end user. If the end user
license agreement is the then current standard Oracle License and Services
Agreement, you must obtain the end user's signature on Oracle's standard Oracle
License and Services Agreement and provide the signed agreement to Oracle when
you submit the order for programs and/or services. Oracle will sign the
agreement and return it to you and you shall return it to the end user. You may
obtain a copy of Oracle's current standard Oracle License and Services Agreement
at http://partner.oracle.com (you must log in, select the Home tab, and select
the Manage Your Membership portlet). The ordering document between you and the
end user shall expressly state that the applicable order is subject to and
incorporates the terms and conditions of such standard Oracle License and
Services Agreement. If the end user license agreement is an existing Software
License and Services Agreement between Oracle and the end user, the ordering
document between you and the end user shall expressly state that the applicable
order is subject to and incorporates the terms and conditions of such existing
Software License and Services Agreement between Oracle and the end user.

You agree to inform Oracle promptly if you are aware of any breach of an end
user license agreement. You agree to enforce the terms of an end user license
agreement between you and an end user if Oracle requests you to do so to protect
its interest, or, at Oracle's request, to assign to Oracle or its designee the
right to enforce such agreement.

Warranties, Disclaimers and Exclusive Remedies
Oracle warrants that programs will substantially operate as described in the
applicable program documentation for one year after Oracle delivers them to you.
Oracle also warrants that services ordered will be provided in a manner
consistent with industry standards, and this warranty is valid for a period of
90 days from performance of the service.

ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR
UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT
PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS
OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

FOR ANY BREACH OF THE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE'S ENTIRE
LIABILITY, SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF
THE WARRANTY, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE
FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL
SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM


                                                                    Page 4 of 11




LICENSE; OR (B) THE REPERFORMANCE OF THE SERVICES, OR IF ORACLE CANNOT
SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END
THE RELEVANT SERVICES AND RECOVER THE FEES PAID TO ORACLE FOR THE RELEVANT
SERVICES.

Trial Program
Oracle may include additional programs with an order that the end user may use
for trial, non-production purposes only. The end user will have 30 days from the
delivery date to evaluate these programs. If the end user decides to use any of
these programs after the 30 day trial period, the end user must obtain a license
for each program. If the end user decides not to obtain a license for any
programs after the 30 day trial period, the end user must cease using and must
delete the applicable programs from the end user's computer system. Programs
licensed for trial purposes are provided "as is" and Oracle does not provide
technical support or offer any warranties for these programs.

Indemnification
If someone makes a claim against you or an end user that any program infringes
their intellectual property rights, Oracle will indemnify you and the end user
if you do the following:

o   notify the General Counsel, Legal Department, promptly in writing, not later
    than 30 days after you receive notice of the claim, or sooner if required by
    applicable law;
o   give Oracle sole control of the defense and any settlement negotiations; and
o   give Oracle the information, authority, and assistance Oracle needs to
    defend against or settle the claim.

If Oracle believes that any of the programs may have violated someone else's
intellectual property rights, Oracle may choose to either modify the programs to
be non-infringing or obtain a license to allow for continued use, or if these
alternatives are not commercially reasonable, Oracle may end the license for the
applicable program and refund any fees you may have paid for it. Oracle will not
indemnify you or an end user if you or an end user alter a program outside the
scope of use identified in the user documentation or if you or an end user use a
version of the program which has been superseded, if the infringement claim
could have been avoided by using an unaltered current version of the program.
Oracle will not indemnify you to the extent an infringement claim is based on a
program not provided by Oracle. Oracle will not indemnify you or an end user to
the extent that an infringement claim is based on the combination of programs
with any products or services not provided by Oracle. This section provides your
exclusive remedy for any infringement claims or damages.

If someone makes a claim against Oracle that a program, when used in combination
with any product or services provided by you, infringes their intellectual
property rights, and such claim would have been avoided by the exclusive use of
the program, you will indemnify Oracle.

GENERAL
Term and End of Agreement
This agreement shall begin on the date specified in Oracle's acceptance
confirmation and continue in effect for the same period of time as your Oracle
PartnerNetwork Agreement ("OPN agreement"). This agreement will terminate if you
do not keep your OPN membership current. Each year, in order to keep
distributing the programs, when you apply to renew your OPN agreement, you must
execute the then current version of Oracle's distribution agreement and the
agreement will be subject to acceptance by Oracle, and Oracle may require you to
complete certain training and assessment requirements to Oracle's satisfaction.
If you breach the terms of this agreement and fail to correct the breach within
30 days after Oracle notifies you in writing, Oracle may end this agreement and
your use of programs, access to technical support and other services ordered as
well as the OPN agreement and your membership in the OPN; provided however, that
if the breach is of a nature which cannot be corrected then Oracle may end this
agreement immediately. If Oracle ends this agreement as specified in the
preceding sentence, you must pay within 30 days all amounts which have accrued
prior to the end of this agreement, as well as sums remaining unpaid for
programs and/or services ordered or received under this agreement. You agree
that if you are in default under this agreement, you may not use the programs
and/or services ordered. The end users' rights to use the programs properly
distributed by you under this agreement shall survive termination of this
agreement, unless such rights are otherwise terminated in accordance with the
applicable license agreement. The parties' rights and obligations that by their
nature are continuing shall survive, including but not limited to those set
forth in the section entitled "Ethical Business Practices."


                                                                    Page 5 of 11



Fees and Taxes
You may place an order for programs and/or services with Oracle or any local
majority owned subsidiary of Oracle (both of which are referred to in this
agreement as an "Oracle group company") or an Oracle VAD. You agree to pay the
applicable Oracle group company or the appropriate Oracle VAD a fee for each
order placed for programs and/or services under this agreement as specified in
the ordering document. Fees for programs and/or services will be paid directly
to the entity to which you submit the order. You will not be relieved of your
obligation to pay any fees owed to Oracle by the nonpayment of such fees by your
end user. Oracle VADs and partners are free to determine the fees charged to end
users for program licenses and technical support. Any order placed with the
Oracle group company will be subject to the Oracle global price list and
discount terms in effect at the time the order is submitted. To access the
Oracle global price list and discount terms, you must log into the OPN web site
at http://partner.oracle.com (you must log in, select the Home tab, and select
the Manage Your Membership portlet) to view the Oracle global price list and
discount terms. It is your responsibility to access the Oracle global price list
to obtain current information. If Oracle's global price list changes after you
issue a valid written quote for program licenses to an end user, for 90 days
after the date you submit the quote to the end user, the fee applicable to the
programs identified in the quote shall be based on the global price list in
effect on the date you submit the quote.

All fees payable to the applicable Oracle group company, including applicable
fees for demonstration licenses and development licenses that you order, are due
within 30 days from the invoice date, and you also agree to pay any sales,
value-added or other similar taxes imposed by applicable law which the
applicable Oracle group company must pay based on the programs or services you
ordered. Oracle reserves the right to check your credit rating periodically
during the term of this agreement and to modify these payment terms in the event
that there is a material change in your credit rating. Fees listed in this
agreement are exclusive of value added tax and/or similar sales taxes. Such
taxes shall be charged at the appropriate rate by the applicable Oracle group
company in addition to its stated fees and shall be shown separately on the
relevant invoice. Payments shall be in U.S. dollars or in the local currency
designated by the applicable Oracle group company or the appropriate Oracle VAD.
Upon your submission of an order to the applicable Oracle group company, this
payment obligation is non-cancelable, and the sum paid is nonrefundable, is not
subject to set-off for any reason, and is not subject to the completion or
occurrence of any event after the date your order is submitted to Oracle, other
than the shipment of programs by Oracle if required and Oracle's obligation to
provide annual technical support services to end users if ordered.

Nondisclosure
By virtue of this agreement, the parties may have access to information that is
confidential to one another ("confidential information"). Confidential
information shall be limited to the terms and pricing under this agreement, and
all information clearly identified as confidential.

A party's confidential information shall not include information that: (a) is or
becomes a part of the public domain through no act or omission of the other
party; (b) was in the other party's lawful possession prior to the disclosure
and had not been obtained by the other party either directly or indirectly from
the disclosing party; (c) is lawfully disclosed to the other party by a third
party without restriction on the disclosure; or (d) is independently developed
by the other party.

The parties agree to hold each other's confidential information in confidence
for a period of three years from the date of disclosure. The parties agree,
unless required by law, not to make each other's confidential information
available in any form to any third party for any purpose other than the
implementation of this agreement. Each party agrees to take all reasonable steps
to ensure that confidential information is not disclosed or distributed by its
employees or agents in violation of the terms of this agreement. Nothing shall
prevent either party from disclosing the terms or pricing under this agreement
or orders submitted under this agreement in any legal proceeding arising from or
in connection with the terms of this agreement.

Trademarks and Copyrights
You are authorized to use Oracle's trademarks and service marks (the "Oracle
trademarks") to refer to the associated Oracle products and services. Your use
of the Oracle trademarks shall comply with Oracle's trademark usage guidelines
in effect from time to time, and all goodwill based upon use of the Oracle
trademarks shall inure to Oracle's benefit. Oracle's trademark usage guidelines,
incorporated in this agreement, are subject to change. You may access Oracle's
trademark usage guidelines at http://partner.oracle.com (you must log in, select
the Home tab, and select the Manage Your Membership portlet). You agree not to
use Oracle trademarks (including "ORACLE") or potentially confusing variations
(including "ORA") as a part of your product name(s), service name(s), company
name or domain name(s). In marketing, promoting or licensing the programs, you
agree to make it clear that Oracle is the source of the programs. You shall
retain all notices, including copyright and trademark notices, on the programs
and any copies of the programs. You shall deliver or have Oracle deliver the
programs in the original sealed CD packs.


                                                                    Page 6 of 11




Relationships between Parties
In all matters relating to this agreement, you will act as an independent
contractor. This agreement does not create a partnership, joint venture, agency,
employee/employer relationship, or franchisee/franchisor relationship between
the parties. Neither party will represent that it has any authority to assume or
create any obligation, express or implied, on behalf of the other party, nor to
represent the other party as agent, employee, franchisee, or in any other
capacity. Nothing in this agreement shall be construed to limit either party's
right to independently develop or distribute software that is functionally
similar to the other party's product, so long as proprietary information of the
other party is not included in such software.

Privacy
To the extent this agreement provides Oracle the right to audit or review
documents that may have information concerning your end users, or to the extent
that you provide Oracle with personal information relating to any employees who
are identified as contact persons or otherwise identified under this agreement,
you agree to have provided all relevant notices to such persons or obtained any
consents required to enable you to share this information with Oracle. Oracle
will only use the information in manners consistent with those specified in this
agreement, required to accomplish its purposes, or otherwise stated at the time
Oracle collects such information. Any data provided may be maintained by Oracle
in data centers in the United States and may be accessible by Oracle's global
personnel as required for business purposes.

URLs
It is your responsibility to regularly monitor all applicable URLs referenced in
this agreement. You confirm that you have access to the Internet and confirm
that prior to entering into this agreement you have read the policies on the
websites referenced above and agree to the terms and conditions set out in those
policies. You undertake that you will visit the websites referenced above on a
regular basis so that you are aware of any amendments Oracle may make to those
policies from time to time.

U.S. Government Licenses
If you distribute a license to the United States government and you ship the
programs directly to the end user, the programs, including documentation, shall
be considered commercial computer software and you will place a legend, in
addition to applicable copyright notices, on the documentation, and on the media
label, substantially similar to the following:
         NOTICE OF RESTRICTED RIGHTS
"Programs delivered subject to the DOD FAR Supplement are `commercial computer
software' and use, duplication, and disclosure of the programs, including
documentation, shall be subject to the licensing restrictions set forth in the
applicable Oracle license agreement. Otherwise, programs delivered subject to
the Federal Acquisition Regulations are `restricted computer software' and use,
duplication, and disclosure of the programs, including documentation, shall be
subject to the restrictions in FAR 52.227-19, Commercial Computer
Software-Restricted Rights (June 1987). Oracle Corporation, 500 Oracle Parkway,
Redwood City, CA 94065."

Ethical Business Practices
You acknowledge and agree that you and your owners, directors, officers,
employees or agents have not, and will not, make or promise payments of money or
anything of value, directly or indirectly, to any government or public
international organization officials, political parties, or candidates for
political office, for the purpose of obtaining or retaining business or securing
any improper advantage, or to any other person or entity if such payment would
violate the laws of the country in which made or the laws of the United States.
You agree that any violation of this section constitutes just cause for the
immediate termination by Oracle of this agreement without any liability to you.
You will also indemnify and hold Oracle and its parent company harmless from any
claims, losses and liabilities resulting from any breach of any of your
obligations under this section. The obligations under this section shall survive
the termination or expiration of this agreement.

Entire Agreement
You agree that this agreement and the information which is expressly
incorporated into this agreement (including reference to information contained
in an URL), together with the applicable order, are the complete agreement for
the programs and services ordered by you, and this agreement supersedes all
prior or contemporaneous agreements or representations regarding such programs
and/or services. If any term of this agreement is found to be invalid or
unenforceable, the remaining provisions will remain effective. It is expressly
agreed that the terms of this agreement and any Oracle ordering document shall
supersede the terms in any purchase order or other non-Oracle ordering document
and no terms included in any such purchase order or other non-Oracle ordering
document shall apply to the programs and/or services ordered. This agreement may
not be modified and the rights and restrictions


                                                                    Page 7 of 11



may not be altered or waived except in a writing signed or accepted online
through the Oracle Store by authorized representatives of you and of Oracle and
any notice required under this agreement shall be provided to the other party in
writing.

Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE.
ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT AND YOUR ORDER,
WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR
THE DEFICIENT PROGRAM OR SERVICE UNDER THIS AGREEMENT AS SPECIFIED IN YOUR
ORDER. IN NO EVENT SHALL ORACLE'S TOTAL LIABILITY ARISING UNDER OR IN CONNECTION
WITH THIS AGREEMENT EXCEED THE TOTAL VALUE OF THE APPLICABLE ORDER.

Export
You agree that U.S. export control laws and other applicable export and import
laws govern your use and distribution of the programs, including technical data;
additional information can be found on Oracle's Global Trade Compliance web site
located at http://www.oracle.com/products/export/index.html?content.html. You
agree that neither the programs nor any direct product thereof will be exported,
directly, or indirectly, in violation of these laws, or will be used for any
purpose prohibited by these laws including, without limitation, nuclear,
chemical, or biological weapons proliferation, or development of missile
technology.

Other
This agreement is governed by the substantive and procedural laws of the State
of California and you and Oracle agree to submit to the exclusive jurisdiction
of, and venue in, the courts in San Francisco, San Mateo, or Santa Clara
counties in California in any dispute arising out of or relating to this
agreement.

You agree that the sales process that you use complies with applicable
procurement regulations (if the end user is a government entity) and that you
will keep accurate books and records in connection with the activities under
this agreement. Upon 45 days written notice, Oracle may audit your use and
distribution of the programs and your activities under this agreement. You agree
to cooperate with Oracle's audit and provide reasonable assistance and access to
information, including but not limited to relevant books, records, agreements,
servers, technical personnel, and royalty reporting systems. You agree to pay
within 30 days of written notification any underpaid fees. If you do not pay,
Oracle can end your technical support, licenses and this agreement or may choose
not to accept your application to renew this agreement at such time of renewal.
Upon Oracle's reasonable request, you agree to audit end user(s) and report the
findings to Oracle, or assign your right to audit end user(s) to Oracle.

If you have a dispute with Oracle or if you wish to provide a notice under the
Indemnification section of this agreement, or if you become subject to
insolvency proceedings, you will promptly send written notice to: Oracle
Corporation, 500 Oracle Parkway, Redwood City, California, United States, 94065,
Attention: General Counsel, Legal Department.

You may not assign this agreement or give or transfer the programs and/or any
services ordered or an interest in them to another individual or entity. If you
grant a security interest in the programs and/or any services, the secured party
has no right to use or transfer the programs and/or any services.

Except for actions for nonpayment or breach of Oracle's proprietary rights in
the programs, no action, regardless of form, arising out of or relating to this
agreement may be brought by either party more than two years after the cause of
action has accrued.

The Uniform Computer Information Transactions Act does not apply to this
agreement or any order hereunder.

License Definitions and Rules
Your use and distribution of the programs is subject to the license definitions
and rules, which are incorporated in this agreement, and which are available at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership


                                                                    Page 8 of 11



portlet). These license definitions and rules are subject to change, and may
contain additional terms regarding the licensing metrics and other rules
applicable to the programs but do not modify the terms applicable to your right
to distribute the programs.


The effective date of this Agreement shall be August 1, 2003

PARTNER NAME: SCT Corporation                       ORACLE CORPORATION

PARTNER ADDRESS:______________

                ______________

PARTNER FAX NO.:______________

By: /s/ Roy Zatcoff                                 By: /s/ Barbara D. Koenig
   ---------------------------                         -----------------------
Name: Roy Zatcoff                                   Name: Barbara D. Koenig
Title: Executive VP                                 Title: Sr. Contracts Manager



                                                                    Page 9 of 11





                                  AMENDMENT ONE
                                     to the
                              ORACLE PARTNERNETWORK
                     FULL USE PROGRAM DISTRIBUTION AGREEMENT
                                     between
                                 SCT CORPORATION
                                       AND
                               ORACLE CORPORATION

This document ("Amendment One") amends the Oracle PartnerNetwork Full Use
Program Distribution Agreement between SCT Corporation ("You" or "Your") and
Oracle Corporation ("Oracle") and any and all amendments thereto (the
"Agreement").

    1.   Definitions: Delete the first sentence in this section and replace with
         the following: "You" and "your" refer to the company that has entered
         into this agreement with Oracle Corporation ("Oracle") to distribute
         Oracle's programs with the value added package and your majority owned
         subsidiaries. You warrant that you have the authority to bind your
         majority owned subsidiaries to the terms of this agreement and any
         applicable ordering document and further warrant that you shall be
         responsible for a breach of such terms by your majority owned
         subsidiaries.

    2.   Trial Licenses: In the third and fourth sentences of this section
         replace "30" with "90" (three replacements).

    3.   License Agreement: In the fifth paragraph, delete the second sentence
         in its entirety and replace with the following: You agree to either
         enforce the terms of an end user license agreement between you and an
         end user or you have the option to assign the right to enforce such
         agreement to Oracle or its designee.

    4.   Trial Programs: In the second, third, and fourth sentences replace "30"
         with "90" (3 replacements).

    5.   Term and End of Agreement:

         Delete the first sentence of this section and replace with the
         following: "This agreement shall begin on the date specified in
         Oracle's acceptance confirmation and continue in effect for two (2)
         years thereafter; provided, however, that Oracle may terminate this
         agreement, after the first year, for any reason at any time upon 30
         days written notice to you."

         Delete at the beginning of the third sentence of this section, the
         words, "Each year", and replace with the following, "At the end of the
         two (2) year term,".

    6.   Fees and Taxes: Insert the following after the sixth sentence in the
         first paragraph of this section: "Notwithstanding the foregoing, you
         shall have the right to distribute the Oracle Program, iPayment, at a
         fee equal to 25% of the applicable list license fee based on the Oracle
         global price list in effect at the time you issue a quote. "




                                                                   Page 10 of 11


    7.   Other:

         Delete the first paragraph in this section and replace with the
         following: "This agreement is governed by the substantive and
         procedural laws of Pennsylvania."

         Delete the second sentence of the second paragraph in this section in
         its entirety and replace with the following: "Upon 45 days written
         notice, Oracle may audit your use and distribution of the programs and
         your activities under this agreement, not more than once annually. Any
         such audit shall be conducted during regular business hours at your
         offices and shall not unreasonably interfere with your business
         activities."


Other than the modifications above, the terms and conditions of the Agreement
remain unchanged and in full force and effect.

The Effective Date of this Amendment One is August 1, 2003.

SCT CORPORATION                                      ORACLE CORPORATION

By: /s/ Roy Zatcoff                                 By: /s/ Barbara D. Koenig
   -----------------------------                       -------------------------
Name:  Roy Zatcoff                                  Name:  Barbara D. Koenig
Title: Executive VP                                 Title: Sr. Contracts Manager













                                                                   Page 11 of 11

EX-10

                            ASSET PURCHASE AGREEMENT

                                  by and among

                            NEWFRONT SOFTWARE, INC.,

                                  SANJEEV KALE

                                       and

                   Software & Resource Management Corporation

                               September 11, 2003








                                                  TABLE OF CONTENTS


                                                                                                               Page
                                                                                                            
   ARTICLE 1 DEFINITIONS AND CONSTRUCTION.........................................................................1


   ARTICLE 2 SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES..............................................10

         2.1.   Assets to be Acquired............................................................................10
         2.2.   Excluded Assets..................................................................................12
         2.3.   Assumption of Certain Liabilities................................................................12
         2.4.   Excluded Liabilities.............................................................................12
         2.5.   Prepaid Items and Deposits.......................................................................13

   ARTICLE 3 PURCHASE PRICE......................................................................................13

         3.1.   Purchase Price...................................................................................13
         3.2.   Closing Date Purchase Price Adjustment...........................................................14
         3.3.   Earnout..........................................................................................14
         3.4.   Allocation of Purchase Price.....................................................................16

   ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER............................................16

         4.1.   Organization and Capitalization..................................................................16
         4.2.   Corporate Power and Authority; Legal Capacity; Enforceability....................................17
         4.3.   Non-contravention................................................................................17
         4.4.   Title; Properties................................................................................18
         4.5.   Third Party Options..............................................................................19
         4.6.   Financial Statements.............................................................................19
         4.7.   Absence of Undisclosed Liabilities...............................................................19
         4.8.   Litigation; Compliance with Law, Permits and Licenses............................................20
         4.9.   Environmental Protection.........................................................................20
         4.10.  Insurance........................................................................................21
         4.11.  Intellectual Property............................................................................21
         4.12.  Labor and Employee Matters.......................................................................23
         4.13.  Employee Benefits................................................................................24
         4.14.  Contracts, Leases, Etc...........................................................................25
         4.15.  Other Transactions...............................................................................26
         4.16.  No Changes.......................................................................................26
         4.17.  Certain Tax Matters..............................................................................27
         4.18.  Brokerage........................................................................................27
         4.19.  Warranties and Liabilities.......................................................................27
         4.20.  Transactions with Affiliates.....................................................................28
         4.21.  Assumed Contracts; Customer Claims...............................................................28
         4.22.  Sufficiency of Purchased Assets..................................................................28
         4.23.  Relationship With Customers......................................................................28
         4.24.  Corporate Documents..............................................................................29
         4.25.  Veracity of Statements...........................................................................29
         4.26.  Export/Import....................................................................................29



                                                         -i-





                                                                                                               Page
                                                                                                               ----
                                                                                                            
   ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER.............................................................30

         5.1.   Organization, Power, Standing and Qualification..................................................30
         5.2.   Power and Authority..............................................................................30
         5.3.   Non-Contravention................................................................................30
         5.4.   Veracity of Statements...........................................................................31

   ARTICLE 6 THE CLOSING.........................................................................................31

         6.1.   Time and Place...................................................................................31
         6.2.   Conduct of the Closing...........................................................................31
         6.3.   No Agreement to Assign...........................................................................33

   ARTICLE 7 INDEMNIFICATION.....................................................................................33

         7.1.   By Seller and Shareholder........................................................................33
         7.2.   By Buyer.........................................................................................34
         7.3.   Notice and Defense; Costs of Defense.............................................................35
         7.4.   Limitation of Indemnity..........................................................................36
         7.5.   Characterization of Indemnity Payments...........................................................37

   ARTICLE 8 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS...............................................37

         8.1.   Representations and Warranties...................................................................37
         8.2.   Covenants........................................................................................37
         8.3.   Extension of Survival............................................................................37

   ARTICLE 9 CONDUCT OF SELLER, SHAREHOLDER AND BUYER AFTER THE CLOSING..........................................38

         9.1.   Cooperation and Further Assurances...............................................................38
         9.2.   Employment of Seller Employees...................................................................39
         9.3.   Maintenance Fees.................................................................................39
         9.4.   Right of Audit...................................................................................39
         9.5.   Real Estate Assessments..........................................................................40
         9.6.   Utility Services.................................................................................41

   ARTICLE 10 NON-COMPETITION AND CONFIDENTIALITY................................................................41

         10.1.  Agreement Not to Compete.........................................................................41
         10.2.  Confidentiality..................................................................................42
         10.3.  Specific Enforcement; Extension of Period........................................................42

   ARTICLE 11 GENERAL............................................................................................43

         11.1.  Transfer Taxes...................................................................................43
         11.2.  Right of Set-off.................................................................................43
         11.3.  Entire Agreement; Amendments.....................................................................43
         11.4.  Headings.........................................................................................43
         11.5.  Gender...........................................................................................43
         11.6.  Schedules........................................................................................44





                                                        -ii-






                                                                                                               Page
                                                                                                               ----
                                                                                                             
         11.7.  Severability.....................................................................................44
         11.8.  Notices..........................................................................................44
         11.9.  Waiver...........................................................................................45
         11.10. Assignment.......................................................................................45
         11.11. Successors and Assigns...........................................................................45
         11.12. Governing Law....................................................................................45
         11.13. Dispute Resolution...............................................................................45
         11.14. Third Party Beneficiaries........................................................................46
         11.15. Public Announcements.............................................................................46
         11.16. Expenses.........................................................................................46
         11.17. Counterparts.....................................................................................46
         11.18. Facsimile Signatures.............................................................................46










                                                        -iii-



                                    SCHEDULES

Schedule 1.86              Permitted Liens

Schedule 2.1(a)            Tangible Personal Property

Schedule 2.1(b)            Personal Property Leases and Options to Purchase

Schedule 2.1(c)            Assumed Contracts

Schedule 2.1(d)            Intangible Property

Schedule 2.1(e)            Permits

Schedule 2.1(f)            Licenses

Schedule 2.1(g)            Software

Schedule 2.1(i)            Inventory

Schedule 2.1(m)            Domain Names

Schedule 2.2               Excluded Assets

Schedule 2.5               Prepaid Items and Deposits

Schedule 3.3(a)(i)         Newfront Customers

Schedule 4.1(a)            Foreign Qualification Jurisdictions for Seller

Schedule 4.3               Required Consents

Schedule 4.4(a)            Good and Marketable Title

Schedule 4.4(b)            Real Property Leases

Schedule 4.8               Permits and Licenses

Schedule 4.9               Environmental Permits

Schedule 4.10              Insurance

Schedule 4.11(a)           Intellectual Property

Schedule 4.11(b)           Intellectual Property Consents, Litigation, Licenses

Schedule 4.11(h)           Intellectual Property Creation

Schedule 4.12(a)           Employees and Labor Matters



                                      -iv-



Schedule 4.12(b)           Independent Contractors

Schedule 4.13(a)           Benefit Plans

Schedule 4.13(b)           Accrued Vacation Liability

Schedule 4.14              Contracts and Leases

Schedule 4.16              Changes Since the Balance Sheet Date

Schedule 4.19              Claims under Warranties and Liabilities

Schedule 4.20              Transactions with Affiliates

Schedule 4.22              Sufficiency of Purchased Assets

Schedule 4.23(a)           Customers

Schedule 4.23(b)           Prepaid Maintenance Fees

Schedule 4.23(c)           Prepaid Service Fees

Schedule 4.23(d)           Maintenance Renewal Dates

Schedule 9.2               New Employees






                                       -v-




                                    EXHIBITS



Exhibit A    -    Form of Bill of Sale

Exhibit B    -    Form of Assignment and Assumption Agreement

Exhibit C    -    Form of Employment Agreement



























                                      -vi-


                            ASSET PURCHASE AGREEMENT


                  This Asset Purchase Agreement (the "Agreement") is made this
11th day of September, 2003, by and among NEWFRONT SOFTWARE, INC., a
Massachusetts corporation ("Seller"), SANJEEV KALE, an individual residing at 9
Ellery Street, Apt. 25, Cambridge, Massachusetts and the sole shareholder of
Seller ("Shareholder"), and SOFTWARE & RESOURCE MANAGEMENT CORPORATION, a
Delaware corporation ("Buyer") and a wholly-owned subsidiary of Systems &
Computer Technology Corporation, a Delaware corporation.

                                   BACKGROUND

                  WHEREAS, Seller develops, licenses, distributes, implements,
maintains, supports and provides consulting services in connection with the
fsaATLAS Software (as defined below), for the higher education market (the
"Business");

                  WHEREAS, Seller desires to sell to Buyer all of the assets of
Seller, other than the Excluded Assets (as defined below), and Buyer desires to
purchase from Seller such assets on the Closing Date (as defined below);

                  WHEREAS, Seller desires to transfer to Buyer only certain
enumerated liabilities and obligations of Seller, all of which are more
particularly identified herein, and Buyer is willing to assume from Seller on
the Closing Date only such enumerated liabilities and obligations, in each case,
upon the terms and subject to the conditions hereinafter set forth;

                  WHEREAS, Buyer desires to hire the Newfront Employees (as
defined below) on the Closing Date;
and

                  WHEREAS, to induce each other to enter into this Agreement and
to consummate the Acquisition (as defined below), Seller, Shareholder and Buyer
are willing to enter into this Agreement and undertake their respective
obligations as set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises, covenants, representations, warranties and agreements herein
contained, and intending to be legally bound, Buyer, Shareholder and Seller
agree as follows:

                                    ARTICLE 1
                          DEFINITIONS AND CONSTRUCTION

                  As used herein, the following capitalized terms have the
meanings set forth next to such capitalized terms below:

                  1.1. "Acquisition" means the acquisition of the Purchased
Assets by Buyer and all related transactions completed at the Closing as
contemplated by this Agreement.







                  1.2. "active PDF Redistribution License" has the meaning set
forth in Section 6.2(a).

                  1.3. "Affiliate" of a Person is a Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the Person specified.

                  1.4. "Affiliated Seller" has the meaning set forth in Section
4.13.

                  1.5. "Aggregate Products" has the meaning set forth in Section
3.3(a).

                  1.6. "Agreement" means this Asset Purchase Agreement, all
Schedules and Exhibits hereto, as the same shall be amended from time to time.

                  1.7. "Assumption Agreement" has the meaning set forth in
Section 6.2(a).

                  1.8. "Association" has the meaning set forth in Section
11.13(a).

                  1.9. "Assumed Contracts" has the meaning set forth in Section
2.1(c).

                  1.10. "Assumed Liabilities" has the meaning set forth in
Section 2.3.

                  1.11. "Balance Sheet Date" has the meaning set forth in
Section 4.6.

                  1.12. "Books and Records" means all files, documents,
instruments, papers, books and records relating to Seller, including without
limitation, financial statements, Tax Returns and related work papers and
letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds,
title policies, customer lists, computer files and programs, retrieval programs,
operating data and plans and environmental studies and plans.

                  1.13. "Business" has the meaning set forth in the Background
section of this Agreement.

                  1.14. "Business Customer Base" has the meaning set forth in
Section 4.23(a).

                  1.15. "Business Day" means any calendar day which is not a
Saturday, Sunday or public holiday under the laws of the State of Delaware.

                  1.16. "Business Material Adverse Change" or "Business Material
Adverse Effect" means any event, fact, circumstance or change which results or
could result in a material adverse effect on the properties, assets,
liabilities, operations, results of operations or condition (financial or
otherwise) of Seller, including the Purchased Assets, either individually or
taken as a whole, other than any event, fact, circumstance or change of a
general economic or political nature or affecting the software industry
generally.

                  1.17. "Buyer Indemnified Parties" has the meaning set forth in
Section 7.1.

                                       -2-


                  1.18. "Buyer Material Adverse Effect" means any event, fact,
circumstance or change which results or could result in a material adverse
effect on the properties, assets, liabilities, operations, results of operations
or condition (financial or otherwise) of Buyer, either individually or taken as
a whole, other than any event, fact, circumstance or change of a general
economic or political nature or affecting the software industry generally.

                  1.19. "Buyer's Off-Set Claims" has the meaning set forth in
Section 11.2.

                  1.20. "Claim" means any demand, claim, suit, action, cause of
action, investigation, proceeding or notice by any Person, alleging actual or
potential Liability for any Loss.

                  1.21. "Claim Notice" means written notification as to which
indemnity for a Claim or Loss under Article 7 is sought by an Indemnified Party,
enclosing a copy of all papers served, if any, and describing in reasonable
detail the nature of and basis for such Claim or Loss, together with the amount
or, if not then reasonably ascertainable, the estimated amount, determined in
good faith, of such Claim or Loss.

                  1.22. "Closing" has the meaning set forth in Section 6.1.

                  1.23. "Closing Date" has the meaning set forth in Section 6.1.

                  1.24. "Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder or with respect
thereto.

                  1.25. "Collateral Documents" has the meaning set forth in
Section 4.2.

                  1.26. "Competitive Business" has the meaning set forth in
Section 10.1(a).

                  1.27. "Confidential Information" means any business, technical
or other information of a party, including without limitation trade secrets,
proprietary information, know how, formulae, patterns, lists, customer lists,
compilations, devices, methods, techniques or processes, that derives
independent economic value, actual or potential, from not being generally known
to the public or to other Persons who can obtain economic value from disclosure
or use of the information.

                  1.28. "Contract" means any written or oral contract,
agreement, arrangement, commitment, note, bond, pledge, lease, mortgage,
guaranty, indenture, license, consulting agreement, supply contract, repair
contract, distribution agreement, purchase order, work order, job order, joint
venture agreement, franchise, technology and know-how agreement, employment
agreement, instrument or any other contractual commitment that is binding on any
Person or its property.

                  1.29. "Copyrights" means registered copyrights, copyright
applications and unregistered copyrights.

                  1.30. "Court Order" means any judgment, decree, edict, writ,
injunction, award, order or ruling of any Governmental Entity or of any
arbitration or similar panel.


                                       -3-


                  1.31. "Covenant Period" means the two-year period commencing
on the Closing Date.

                  1.32. "Current Balance Sheet" has the meaning set forth in
Section 4.6.

                  1.33. "Current Policies" has the meaning set forth in Section
4.10.

                  1.34. "Default" means (a) a violation, breach or default, (b)
the occurrence of an event which, with the passage of time, the giving of notice
or both, would constitute a violation, breach or default, or (c) the occurrence
of an event which, with or without the passage of time, the giving of notice or
both, would give rise to a right of damages, specific performance, termination,
cancellation, renegotiation or acceleration (including, without limitation, the
acceleration of payment).

                  1.35. "Derivative Software" means any software created after
the Closing Date by Buyer or any of Buyer's Affiliates which (i) is an updated
version or new release of the fsaATLAS Software (including, for purposes of this
definition, updated versions or new releases of the fsaATLAS Software that
include capability for real-time interface of requisite student data to and from
SEVIS); or (ii) is sold primarily as a tool for visa management and/or to
provide SEVIS functionality. Notwithstanding the preceding, the definition of
"Derivative Software" shall not include any software acquired by Buyer or any of
Buyer's Affiliates after the Closing Date from an unaffiliated third party,
provided that such software was not commissioned or otherwise created at the
request of Buyer or any of Buyer's Affiliates.

                  1.36. "Earnout License Fees" has the meaning set forth in
Section 3.3(a).

                  1.37. "Earnout Licenses" has the meaning set forth in Section
3.3(a).

                  1.38. "Earnout Maintenance Fees" has the meaning set forth in
Section 3.3(a).

                  1.39. "Earnout Objection" has the meaning set forth in Section
9.4(b).

                  1.40. "Earnout Purchase Price" has the meaning set forth in
Section 3.3(a).

                  1.41. "Employees" has the meaning set forth in Section
4.12(a).

                  1.42. "Employment Agreement" has the meaning set forth in
Section 6.2(a).

                  1.43. "Environmental Claim" has the meaning set forth in
Section 4.9(b).

                  1.44. "Environmental Laws" means all U.S. or foreign federal,
state and local laws and regulations relating to pollution or protection of
human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata), including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), 42 U.S.C.A. ss.ss.9601 et seq., the Resource
Conversation and Recovery Act ("RCRA"), 42 U.S.C.A. ss.ss.6901 et seq., the
Clean Water Act, 33 U.S.C.A ss.ss.1251 et seq., the Clean Air Act 42 U.S.C.A.
ss.ss.7401 et seq., the Occupational Safety and Health Act, 29 U.S.C. ss.651 et
seq., ("OSHA") the Toxic Substances Control Act, 15 U.S.C. ss.2601 et seq., and
laws and regulations relating to emissions, spills, leaks, discharges, releases
or threatened releases of Materials of Environmental Concern, or otherwise
relating to the manufacture, possession, distribution, use, treatment, storage,
disposal, presence, transport or handling of Materials of Environmental Concern.


                                       -4-


                  1.45. "Environmental Loss" means any Loss arising out of,
related to or in connection with the use, treatment, removal, storage, disposal,
presence, migration, transport, handling, manufacture, possession, distribution,
or the actual emission, injection, escape, dumping, spill, leak, discharge or
release of Materials of Environmental Concern, including, without limitation,
actual liability for investigatory costs, cleanup costs, governmental response
costs, natural resource damages, property damages, personal injuries or
penalties.

                  1.46. "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and the rules and regulations promulgated thereunder or
with respect thereto.

                  1.47. "Excluded Assets" has the meaning set forth in Section
2.2.

                  1.48. "Excluded Liabilities" has the meaning set forth in
Section 2.4.

                  1.49. "Export/Import Claim" has the meaning set forth in
Section 4.26.

                  1.50. "Export/Import Laws" means all U.S. or foreign federal,
state and local laws and regulations relating to the export or import of any
items (commodities, software or technology), and all laws and regulations
relating to Customs, export controls, embargoes, quotas, antiboycott and
economic sanctions, including, without limitation, the International Traffic in
Arms Regulations ("ITAR"), Arms Export Control Act ("AECA"), and Defense Trade
Security Initiatives ("DTSI") administered by the U.S. Department of Defense and
the U.S. Department of State, Office of Defense Trade Controls ("ODTC"); the
Export Administration Regulations ("EAR") (including the antiboycott laws)
administered by the U.S. Department of Commerce, Bureau of Export Administration
("BXA") and the sanctions and assets control regulations administered by the
U.S. Department of Treasury, Office of Foreign Assets Control ("OFAC").

                  1.51. "Financial Statements" has the meaning set forth in
Section 4.6.

                  1.52. "fsaATLAS Software" means the Software marketed and
licensed by Seller under the name "fsaATLAS Software," "fsaATLAS," or such
similar name, including all software utilities, and providing, without
limitation, visa tracking functionality for foreign students studying at higher
education institutions in the United States, and functionality for higher
education institution licensees to track and report data in accordance with the
requirements of SEVIS.

                  1.53. "General Assignment and Bill of Sale" has the meaning
set forth in Section 6.2(a).

                  1.54. "Goodwill" has the meaning set forth in Section 2.1(l).


                                       -5-


                  1.55. "Governmental Consent" means any and all permits,
licenses, waivers, consents or approvals of or from any Governmental Entity
necessary to consummate the transactions contemplated hereby or by any Exhibit
hereto, or otherwise relating to any Contract with any Governmental Entity or
any Permit, including the transfer thereof in accordance with the terms hereof.

                  1.56. "Governmental Entity" means any government, or political
subdivision thereof, court, arbitral tribunal, administrative agency, tribunal
or commission or any other governmental or regulatory body, instrumentality or
authority, whether domestic (federal, state or local) or foreign.

                  1.57. "Indebtedness" of any Person means all obligations of
such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures
or similar instruments, (iii) for the deferred purchase price of goods or
services (other than trade payables or accruals incurred in the ordinary course
of business), (iv) under capital leases or (v) in the nature of guarantees of
the obligations described in clauses (i) through (iv) above of any other Person.

                  1.58. "Indemnifiable Losses" shall mean the Claims, Litigation
and Losses subject to indemnification obligations of Seller and Shareholder or
Buyer, as the case may be, pursuant to Sections 7.1 and 7.2 hereof.

                  1.59. "Indemnification Deductible" has the meaning set forth
in Section 7.4

                  1.60. "Indemnified Party" means any Person entitled to and
seeking indemnification from another Person all as otherwise provided for under
Article 7.

                  1.61. "Indemnifying Party" means any Person obligated to
provide indemnification and against whom indemnification is being sought by
another Person all as otherwise provided for under Article 7.

                  1.62. "Independent Accountant" has the meaning set forth in
Section 9.4(c).

                  1.63. "Independent Contractors" has the meaning set forth in
Section 4.12(b).

                  1.64. "Initial Purchase Price" has the meaning set forth in
Section 3.1.

                  1.65. "Interim Financial Statements" has the meaning set forth
in Section 4.6.

                  1.66. "Intellectual Property" means collectively, (a) all
inventions (whether patentable or unpatentable and whether or not reduced to
practice), all improvements thereto, and all Patents; (b) all Trademarks, trade
dress, logos, trade names, fictitious names, brand names, brand marks, domain
names and corporate names, together with all translations, adaptations,
derivations and combinations thereof and including all goodwill associated
therewith, and all applications, registrations and renewals in connection
therewith; (c) all copyrightable works, all Copyrights and all applications,
registrations and renewals in connection therewith; (d) all mask works and all
applications, registrations, and renewals in connection therewith; (e) all trade
secrets and confidential business information (including, without limitation,
ideas, research and development, know-how, formulae, compositions, databases,


                                       -6-


manufacturing and production processes and techniques, technical data, designs,
graphics, logos, drawings, specifications, customer and supplier lists, pricing
and cost information, and business and marketing plans and proposals); (f) all
computer software (including, without limitation, data, source codes, object
codes, objects, specifications and related documentation); (g) all other
proprietary rights; and (h) all copies and tangible embodiments thereof (in
whatever form or medium).

                  1.67. "Inventory" has the meaning set forth in Section 2.1(i).

                  1.68. "IRS" means the Internal Revenue Service.

                  1.69. "Known," "Knowingly" or "Knowledge" means with respect
to (i) Seller, the actual knowledge of Sanjeev Kale and J. Gregory Leonard and
(b) Buyer, the actual knowledge of Michael D. Chamberlain, Buyer's President and
Chief Executive Officer and Eric Haskell, Buyer's Executive Vice President,
Finance and Administration.

                  1.70. "Laws" means all laws, statutes, ordinances,
governmental regulations, orders, decrees, edicts, rules or other requirements
of any Governmental Entity.

                  1.71. "Liabilities" means all Indebtedness, obligations and
other liabilities, whether direct or indirect, and any loss, damage, cost,
contingent liability, loss contingency, unpaid expense, claim, deficiency,
guaranty or endorsement of or by any Person whether or not ascertainable.

                  1.72. "License Earnout Period" has the meaning set forth in
Section 3.3(b)(ii).

                  1.73. "License Earnout Statement" has the meaning set forth in
Section 3.3(b)(ii).

                  1.74. "Licenses" means all licenses, permits, authorizations,
approvals, franchises, rights, orders, variances, easements, rights of way, and
similar consents or certificates granted or issued by any Person other than a
Governmental Entity.

                  1.75. "Lien" means any mortgage, lien (including federal,
state and local tax liens), security interest, pledge, negative pledge,
encumbrance, assessment, title retention agreement, restriction or restraint on
transfer, defect of title, charge in the nature of a lien or security interest,
or option (whether consensual, statutory or otherwise) or any conditional sale
contract, title retention contract or other contract to give any of the
foregoing.

                  1.76. "Litigation" means (i) any action, lawsuit, arbitration,
mediation, criminal prosecution, tax audit, administrative or other proceeding
by, before or on behalf of any Person, including any Governmental Entity, or
(ii) any investigation or inquiry asserting a violation of any Law by, before or
on behalf of any Governmental Entity.

                  1.77. "Loss" means any and all damages (including direct,
incidental, consequential and special damages), losses, obligations,
deficiencies, Liabilities, Liens, penalties, fines, interest, costs and expenses
(including, without limitation, court costs, fees and disbursements of
attorneys, accountants, consultants and other experts, or other expenses of
investigating, prosecuting or defending any Litigation, Claim or Default).


                                      -7-


                  1.78. "Maintenance Earnout Period" has the meaning set forth
in Section 3.3(b)(i).

                  1.79. "Maintenance Earnout Statement" has the meaning set
forth in Section 3.3(b)(i).

                  1.80. "Materials of Environmental Concern" means any toxic,
reactive, corrosive, carcinogenic, flammable or hazardous pollutant or other
substance that is the subject of regulation under Environmental Laws, including,
but not limited to, any "hazardous substance," or "hazardous waste," as defined
in Environmental Laws, petroleum and petroleum products, natural gas or
synthetic gas, material that is a source, special nuclear or by-product
material, as defined by the Atomic Energy Act of 1954, 42 U.S.C.A. ss.ss.3011 et
seq., and the regulations promulgated thereto and "hazardous chemical," as
defined in 29 C.F.R. Part 1910.

                  1.81. "New Employees" has the meaning set forth in Section
9.2.

                  1.82. "Newfront Customer" has the meaning set forth in Section
3.3(a).

                  1.83. "Non-consenting Customers" has the meaning set forth in
Section 2.6.

                  1.84. "Patents" means all patents and pending applications for
patents of the United States and all countries foreign thereto, including
regional patents, certificates of invention and utility models, rights of
license or otherwise to or under letters patent, certificates of intention and
utility models which have been opened for public inspection and all reissues,
divisions, continuations and extensions thereof.

                  1.85. "Permits" means any and all licenses, franchises,
permits, registrations, certificates of authority, easements and rights of way,
variances (including zoning variances), rights, consents, orders, approvals,
certificates and other authorizations of or issued by any Governmental Entity.

                  1.86. "Permitted Liens" means those Liens listed on Schedule
1.86.

                  1.87. "Person" means any natural person, a sole
proprietorship, a corporation, a partnership, a joint venture, a limited
liability company, a limited liability partnership, an association, a trust, or
any other entity or organization, including a Governmental Entity.

                  1.88. "Plans" has the meaning set forth in Section 4.13.

                  1.89. "Prepaid Maintenance Fees" has the meaning set forth in
Section 4.23(b).

                  1.90. "Prepaid Maintenance Fees Adjustment" means the product
of (i) 0.60, multiplied by (ii) the amount, if any, by which (a) the Prepaid
Maintenance Fees, exceeds (b) $43,500; provided, however, that, solely for
purposes of calculating the Prepaid Maintenance Fee Adjustment, the Prepaid
Maintenance Fees shall not include any Prepaid Maintenance Fees which have been
paid by means of an application of Prepaid Service Fees as set forth on Schedule
4.23(c) hereto.

                                       -8-


                  1.91. "Prepaid Service Fees" has the meaning set forth in
Section 4.23(c).

                  1.92. "Prepaid Service Fees Adjustment" means the amount if
any by which (a) the Prepaid Service Fees, exceeds (b) $71,000.

                  1.93. "Purchase Price" has the meaning set forth in Section
3.1.

                  1.94. "Purchased Assets" has the meaning set forth in Section
2.1.

                  1.95. "Real Property" has the meaning set forth in Section
4.4(c).

                  1.96. "Real Property Leases" has the meaning set forth in
Section 4.4(b).

                  1.97. "Required Consents" has the meaning set forth in Section
4.3.

                  1.98. "Retained License Agreements" has the meaning set forth
in Section 2.6.

                  1.99. "Schedules" means the Schedules to this Agreement.

                  1.100. "Seller Indemnified Parties" has the meaning set forth
in Section 7.2.

                  1.101. "Seller Intellectual Property" has the meaning set
forth in Section 4.11(a).

                  1.102. "Seller's Clerk's Certificate" has the meaning set
forth in Section 6.2(a).

                  1.103. "SEVIS" means the U.S. Department of Justice
Immigration and Naturalization Service Student and Exchange Visitor Information
System.

                  1.104. "Shares" has the meaning set forth in Section 4.1(b).

                  1.105. "Software" means all computer software programs,
including, without limitation, all firmware, middleware, software libraries and
software tools, and related objects, object codes, source codes and runtime
codes owned, marketed, licensed or under development by Seller, as the case may
be, or for which Seller has the right and license to copy, distribute, prepare
derivative works of, display and perform publicly, modify, use or market, and
any enhancements, improvements or modifications thereto owned or under
development by Seller. All documentation and specifications used in connection
with and related to the Software shall be included in the definition of
Software.

                  1.106. "Tangible Personal Property" has the meaning set forth
in Section 2.1(a).

                  1.107. "Tax" or Taxes" means any and all federal, state, local
or foreign taxes, charges, fees, levies or other assessments, including but not
limited to all net or gross income, gross receipts, net proceeds, sales, use,
value added, ad valorem, transfer, franchise, bank shares, profits, withholding,
payroll, employment, social security, unemployment, excise, estimated, stamp,
occupation, property or other taxes, alternative or add-on minimum,
environmental, customs duties, fees, assessments or charges of any kind
whatsoever, including all interest and penalties thereon, and additions to tax
or additional amounts in each case imposed by any taxing authority, domestic or
foreign upon a Person or any of its properties.

                                       -9-


                  1.108. "Tax Returns" means all returns, declarations, reports,
estimates and information returns and statements required by applicable law to
be filed with respect to Taxes.

                  1.109. "Territory" means the entire world.

                  1.110. "Trademarks" means registered trademarks, registered
service marks, trademark and service mark applications and unregistered
trademarks and service marks.

                  1.111. "Transfer Taxes" means any and all sales, use,
transfer, real property transfer, recording, documentary, stamp, registration,
gains, stock transfer and other similar taxes and fees (including any penalty
and interest) arising as a result of any transaction contemplated by this
Agreement.

                  1.112. "Version 6.x Software Products" has the meaning set
forth in the Section 4.11(a).

                  1.113. "WebEx Assignment" has the meaning set forth in Section
6.2(a).

                  1.114. "Y2K Compliant" means the capability of a software
product to accurately process, calculate, manipulate, store and exchange
date/time data from, into, and between the twentieth and twenty-first centuries,
including, without limitation, the years 1999 and 2000 and any leap year
calculations, provided that all other information technology used in combination
with such software product properly exchanges date/time date with such software
product.

                  1.115. "Year-End Financial Statements" has the meaning set
forth in Section 4.6.

                  Certain other capitalized terms are defined in other
provisions of this Agreement, and each such term has the meaning ascribed to it
in this Agreement whenever such capitalized term is used in this Agreement.

                  Unless the context of this Agreement otherwise requires, (a)
words of any gender include each other gender; (b) words using the singular or
plural number also include the plural or singular number, respectively, (c) the
terms "hereof," "herein," "hereby", "hereto" and derivative or similar words
refer to this entire Agreement; and (d) the terms "Article" or "Section" refer
to the specified Article or Section of this Agreement. Whenever this Agreement
refers to a number of days, such number shall refer to calendar days unless
Business Days are specified.

                                   ARTICLE 2
             SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

                  2.1. Assets to be Acquired. Subject to the terms and
conditions contained herein, on the Closing Date, Seller shall sell, assign,
transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller,
free and clear of all Liens, other than Permitted Liens and Assumed Liabilities,
all right, title and interest in and to the following assets of Seller, whether
real, personal or mixed, and whether tangible or intangible, used, intended for
use or required to be used (the "Purchased Assets"):

                                      -10-


                       (a) Tangible Personal Property. All furniture, fixtures,
machinery, and related equipment, spare parts, office equipment and other
tangible personal property of Seller, including any items purchased subject to
any conditional sales or title retention agreement in favor of any other Person,
set forth on Schedule 2.1(a) attached hereto (the "Tangible Personal Property");

                       (b) Personal Property Leases. All of Seller's leases of
Tangible Personal Property (excluding the lease of the automobile referred to in
Section 2.2.3 as an Excluded Asset), together with any options to purchase the
underlying property, including those leases and options to purchase set forth on
Schedule 2.1(b) attached hereto.

                       (c) Contracts. All Contracts to which Seller is a party
or otherwise applicable to Seller's facility (excluding any Contract and/or any
Contract obligations set forth on Schedule 2.2 as an Excluded Asset), including
the Contracts set forth on Schedule 2.1(c) attached hereto (the "Assumed
Contracts");

                       (d) Intangible Property. The Intellectual Property owned
or licensed by Seller, and other intangible property used in connection with the
operation of the Business, other than Software, including the Intellectual
Property and other intangible property set forth on Schedule 2.1(d) attached
hereto;

                       (e) Permits. All of Seller's Permits, including Seller's
Permits set forth on Schedule 2.1(e) attached hereto, to the extent transferable
to Buyer;

                       (f) Licenses. All of Seller's Licenses, including the
Licenses set forth on Schedule 2.1(f) attached hereto;

                       (g) Software. All Software marketed commercially by
Seller (including any version or upgrade thereto not available for general
release or otherwise in development, in whole or in part), including the
Software set forth on Schedule 2.l(g) attached hereto; provided, however, that
Seller shall only deliver to Buyer software code for fsaATLAS version 5 and
fsaATLAS versions 6.0 through 6.5;

                       (h) Choses in Action. All of Seller's Claims or right to
Claims whether or not pending, threatened or presently contemplated, by Seller
as of the Closing Date, except for any Claims related to the Excluded Assets
referenced in Section 2.2 below;

                       (i) Inventory. All Seller's supplies, sales, marketing
and promotional materials and supplies, catalogs, packaging materials, artwork
for packaging and marketing and promotional materials, spare parts, raw
materials, work in process and inventories, including those items set forth on
Schedule 2.1(i) attached hereto (the "Inventory");

                       (j) Warranties. All guarantees, warranties, indemnities
and similar rights in favor of Seller with respect to any Purchased Assets;

                       (k) Books and Records. All of Seller's Books and Records
related to the Purchased Assets, subject to the right of Seller to retain copies
of all or any portion of such Books and Records and expressly excluding the
Minute Book of Seller;

                                      -11-


                          (l) Goodwill. All of Seller's rights in and to the
goodwill of Seller (the "Goodwill");

                          (m) Internet Addresses. All of Seller's rights in the
Internet addresses listed on Schedule 2.1(m); and

                          (n) Rights. All of Seller's rights under the
Confidentiality and Non-Competition Agreement between Seller and each of
Seller's employees listed on Schedule 9.2 and each of the following former
employees of Seller: Sidney Forcier, Jim Couturer, Thikshan Arulampalam and Ben
Williams.

                  2.2. Excluded Assets. The following assets, properties and
rights of Seller are specifically excluded from the Purchased Assets ("Excluded
Assets") :

                       2.2.1. all cash, cash equivalents, money, funds on
deposit, deposit accounts and certificates of deposit of Seller;

                       2.2.2. all accounts and notes receivable of Seller;

                       2.2.3. Seller's lease of the 2003 Nissan Pathfinder; and

                       2.2.4. those assets, properties and rights set forth on
Schedule 2.2.

Title to the Excluded Assets is not being transferred to Buyer pursuant to this
Agreement or otherwise.

                  2.3. Assumption of Certain Liabilities. Buyer will not assume
any Claims, Liabilities or obligations of Seller, whether Known, unknown,
absolute, contingent, accrued or otherwise, and whether or not related to the
Purchased Assets or the Business, except as expressly provided in this Section
2.3. Buyer hereby assumes and agrees to pay, perform and discharge all
obligations of Seller to the other parties under the Assumed Contracts (except
that Buyer will not assume any Liability or obligation of Seller under any
Assumed Contract that did not arise in Seller's ordinary course of business
consistent with past practices) (the "Assumed Liabilities").

                  2.4. Excluded Liabilities. Except for the Assumed Liabilities,
Buyer does not acquire, discharge, assume, or become responsible for any Claims,
Liabilities or obligations of Seller, including, without limitation, any Claims,
Liabilities or obligations to pay any severance, accrued vacation pay or any
other amounts in connection with the termination of any of Seller's employees
employment with Seller and any Claims, Liabilities or obligations to the extent
related to or arising out of version 5 of the Software listed on Schedule 2.1(g)
not being Y2K Compliant (collectively, the "Excluded Liabilities") and does not
hereby become, and shall not in any way be, obligated to pay, perform, satisfy
or discharge any Claims, Liabilities or obligations of Seller. Seller agrees to
pay and satisfy when due all Excluded Liabilities. Notwithstanding the
preceding, Buyer's obligations in Section 9.2 herein to offer New Employees
credit for accrued vacation time with Seller shall continue.

                                      -12-


2.5. Prepaid Items and Deposits. Without in any way limiting the foregoing
provisions of this Agreement, Buyer shall reimburse to Seller, at Closing, the
deposits and other prepaid items paid by Seller under any one or more of the
Assumed Contracts set forth on Schedule 2.5 attached hereto.

                  2.6 Assignment of Certain Customer Agreements. Notwithstanding
anything to the contrary contained in this Agreement, the parties acknowledge
that in each instance, the assignment by Seller to Buyer of any of the nine (9)
customer license agreements set forth on Schedule 4.3 attached hereto (the
"Retained License Agreements") requires the consent of the customer thereunder.
Seller and Shareholder shall use commercially reasonable efforts (but without
any payment of money by Seller or Shareholder other than its out-of-pocket legal
expenses) to obtain, within 30 days of the Closing Date, the consent of each
such customer to the assignment to Buyer of the applicable Retained License
Agreement. Upon the consent of each such customer, Seller shall promptly assign
the Retained License Agreement of such customer to Buyer pursuant to an
assignment and assumption agreement substantially in the form of Exhibit B
attached hereto. If Seller or Shareholder is unable to obtain the consent of any
one or more of such customers within the time period set forth above (the
"Non-consenting Customers"), Seller shall promptly notify each such
Non-consenting Customer that Seller shall no longer provide support services to
such Non-consenting Customer beginning on the one year anniversary of the date
of such notice. With respect to each Retained License Agreement, for the period
beginning on the Closing Date and ending on the earlier of (i) the date such
Retained License Agreement is assigned by Seller to Buyer and (ii) the one year
anniversary of the date that Seller notifies the Non-consenting Customer of such
Retained License Agreement that Seller shall no longer provide support services
for Seller's products under such Retained License Agreement, Buyer shall provide
support services, as a subcontractor of Seller, to the customer of such Retained
License Agreement in accordance with the terms of such Retained License
Agreement. During such period, Seller shall (i) pay to Buyer all maintenance
fees received by Seller from each such customer with respect to support services
so performed by Buyer and (ii) make no agreements with or other commitments to
any such customers to provide any support services other than those support
services already provided for in any such customer's Retained License Agreement.
Notwithstanding anything to the contrary contained in this Agreement, all
maintenance fees received by Seller and paid to Buyer in accordance with the
foregoing provisions of this Section 2.6 shall be included in the calculation of
Earnout Maintenance Fees pursuant to Section 3.3(a)(i) below.


                                    ARTICLE 3
                                 PURCHASE PRICE

                  3.1. Purchase Price. The aggregate purchase price for the
Purchased Assets (the "Purchase Price") shall be comprised of (a) Seven Hundred
Thousand Dollars ($700,000), as may be decreased pursuant to Section 3.2 (the
"Initial Purchase Price"), plus (b) the Earnout Purchase Price, plus (c) the
assumption of the Assumed Liabilities.


                                      -13-


                  3.2. Closing Date Purchase Price Adjustment.

                       (a) On the Closing Date, immediately prior to the
Closing, Seller shall provide Buyer with (i) Schedule 4.23(b), which sets forth
the Prepaid Maintenance Fees, together with a schedule setting forth a
calculation of the Prepaid Maintenance Fee Adjustment, and (ii) Schedule
4.23(c), which sets forth the Prepaid Service Fees, together with a schedule
setting forth a calculation of the Prepaid Service Fee Adjustment.

                       (b) The Initial Purchase Price payable at the Closing
shall be reduced, if at all, by the sum of the Prepaid Maintenance Fee
Adjustment and the Prepaid Service Fee Adjustment.

                  3.3. Earnout. As additional consideration and as part of the
Purchase Price, Seller shall be entitled to a payment of the Earnout Purchase
Price from Buyer as set forth below:

                       (a) For the purposes of this Agreement, "Earnout Purchase
Price" shall mean the amount equal to the sum of (i) the Earnout Maintenance
Fees and (ii) the Earnout License Fees, each calculated as follows:

                            (i) Forty Percent (40%) of the aggregate maintenance
and support fees for the fsaATLAS Software or any Derivative Software, including
without limitation the Annual Support Services Fees payable under Seller's
fsaATLAS Enterprise Edition Software End User License Agreement (collectively,
the "Software Maintenance Fees"), received by Buyer or any of Buyer's Affiliates
from each Newfront Customer (as defined below in this Section), including
without limitation any maintenance fees collected by Seller from Non-consenting
Customers and paid to Buyer in accordance with the provisions of Section 2.6
above, for a period (with respect to each Newfront Customer, the "Maintenance
Renewal Periods") equal to the initial three consecutive full 12-month
maintenance renewal periods for such customer (including, without limitation,
any such renewal periods that commenced prior to the Closing Date), or such
lesser period of time if such customer no longer receives maintenance services
for the fsaATLAS Software or any Derivative Software from Buyer or any of
Buyer's Affiliates; (the "Earnout Maintenance Fees"). Notwithstanding anything
to the contrary contained herein, the Prepaid Maintenance Fees, if any, shall be
excluded from the aforesaid aggregate fees prior to the calculation of the
Earnout Maintenance Fees. The Maintenance Renewal Periods will be calculated
separately for each Newfront Customer based on the maintenance renewal dates
specified in each such Newfront Customer's fsaATLAS Software or Derivative
Software license or sublicense agreement. The term "Newfront Customer" shall
mean Seller's customers, as of the Closing Date, that are a party to a license
or sublicense for fsaATLAS Software and are set forth on Schedule 3.3.(a)(i).
Notwithstanding the foregoing provisions of this Subsection 3.3(a)(i), in the
event that Buyer or any of Buyer's Affiliates adopts a business model for the
sale of the fsaATLAS Software or any Derivative Software that represents a
departure from Seller's current practice with respect to the sale or support of
the fsaATLAS Software and, as a direct result of such departure, any Newfront
Customer fails to renew maintenance under its license or sublicense agreement
for the fsaATLAS Software or any Derivative Software, then, in such event, the
aggregate Software Maintenance Fees used to calculate the Earnout Maintenance
Fees hereunder shall be increased by an amount equal to the total Software
Maintenance Fees which would have been payable by such Newfront Customer with
respect to the then unexpired balance of such Customer's Maintenance Renewal
Periods, at the rates charged by Buyer or Buyer's Affiliate, as applicable, for
maintenance or support services during such period for comparable software,
which fees shall be deemed received by Buyer or Buyer's Affiliate, as the case
may be, on the date(s) on which such Customer would have paid the same but for
such non-renewal.

                                      -14-


                            (ii) Ten Percent (10%) of the aggregate fees payable
to Buyer or any of Buyer's Affiliates for Earnout Licenses (as defined below in
this Section) sold by Buyer or any of Buyer's Affiliates during the thirty-six
(36) month period immediately following the Closing Date (the "Earnout License
Fees"). Except as set forth below, the term "Earnout Licenses" shall mean any
and all licenses or sublicenses of the fsaATLAS Software or any material portion
thereof or any Derivative Software sold by Buyer or any of Buyer's Affiliates to
any third party. For purposes of the earnout payments under this Subsection
3.3(a)(ii), a sale of an Earnout License shall be deemed to have occurred on the
date on which Buyer or Buyer's Affiliate (as applicable) is first entitled to
invoice a customer or distributor for such sale. Notwithstanding the foregoing,
(x) the "Earnout License Fees" for any given sale shall be decreased by any
amount payable by Buyer or any of Buyer's Affiliates for any third party
components licensed by Buyer or any of Buyer's Affiliates for such sale and
included in any Earnout License and (y) where any Earnout License is packaged
together with Buyer's or any of Buyer's Affiliates' other proprietary products
(together, the "Aggregate Products") and sold at a discount off of Buyer's or
any of Buyer's Affiliates' then current list price license fees for each of such
Aggregate Products, the discount on that portion of the sale attributable to the
Earnout License for purposes of calculating the Earnout License Fees shall be
equal to a pro-rata discount based on the discount on the Aggregate Products;
provided, however, that if any such Earnout License so packaged does not have a
then current list price license fee because it is not sold separately from the
Aggregate Products, the license fee therefor shall be deemed equal to the lowest
list price for a license of any fsaATLAS Software or Derivative Software that is
sold separately and that includes all or substantially all of the functionality
of the software under such packaged Earnout License. Notwithstanding anything
contained herein to the contrary, Earnout License Fees shall not include sales
proceeds to the extent derived from consulting services, installation or
implementation services, maintenance services, or other support services.

                       (b) The Earnout Purchase Price shall be paid as follows:

                            (i) Within 30 days after the end of each calendar
month during which Buyer is obligated to pay Earnout Maintenance Fees to Seller
as provided for in Subsection 3.3(a)(i) above, and beginning with the first
calendar month ending after the Closing Date (the "Maintenance Earnout Period"),
Buyer shall deliver to Seller (x) a Maintenance Earnout Statement (as defined
below in this Subsection) and (y) by plain check, the portion of the Earnout
Maintenance Fees to which Seller is entitled for the immediately preceding
monthly period. The term "Maintenance Earnout Statement" means a written
statement which shall include (A) the calculation of the portion of the Earnout
Maintenance Fee to which Seller is entitled for the immediately preceding
monthly period, and (B) the Earnout Maintenance Fees, broken down by maintenance
fees received from each Newfront Customer, with respect to such preceding
monthly period.

                                      -15-


                            (ii) Within ten (10) Business Days after the end of
each calendar quarter during which Buyer is obligated to pay Earnout License
Fees to Seller as provided for in Subsection 3.3(a)(ii) above, and beginning
with the first calendar quarter ending after the Closing Date (the "License
Earnout Period"), Buyer shall deliver to Seller (x) a License Earnout Statement
(as defined below in this Subsection) and (y) by plain check, the portion of the
Earnout License Fees to which Seller is entitled for the immediately preceding
calendar quarter. The Term "License Earnout Statement" means a written statement
which shall include (A) the calculation of the portion of the Earnout License
Fee to which Seller is entitled for the immediately preceding quarterly period
and (B) the Earnout License Fees, broken down by licenses and sublicenses sold
to third parties (including the names of such third parties) to which applicable
software products were licensed or sublicensed, with respect to such preceding
quarterly period.

                  3.4. Allocation of Purchase Price. Buyer and Seller shall use
commercially reasonable efforts to agree within sixty (60) days after the
Closing Date, to an initial allocation of the Initial Purchase Price and the
Assumed Liabilities among the Purchased Assets. Any Earnout Purchase Price shall
be allocated among the Purchased Assets in the same proportion as such initial
allocation. Such allocations will be based on arm's length negotiations and will
be prepared in accordance with Section 1060 of the Code and the Treasury
Regulations thereunder. Each party shall, to the extent permitted by applicable
Law, report the Tax consequences of the purchase and sale contemplated hereby
(including the filing of Internal Revenue Service Form 8594 in respect of the
Purchased Assets) in a manner consistent with such allocations, and shall not
voluntarily take any position inconsistent therewith upon examination of any Tax
Returns, in any claim for any Tax refund, in any litigation or otherwise.

                                   ARTICLE 4
            REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER

                  As a material inducement to Buyer to enter into this Agreement
and to consummate the transactions contemplated hereby, Seller and Shareholder,
jointly and severally, represent and warrant to Buyer as follows:

                  4.1. Organization and Capitalization.

                       (a) Seller is a corporation duly organized, validly
existing, and in good standing under the Laws of the Commonwealth of
Massachusetts, has full corporate power and authority to carry on its business
as it is now being conducted and to own and operate the properties and assets
now owned and operated by it. Attached hereto as Schedule 4.1(a) is a list of
each and every jurisdiction in which Seller is qualified as a foreign
corporation. Seller is and has been at all times required to be so, duly
qualified to transact business as a foreign corporation, and is and has been at
all times in good standing, in each and every jurisdiction where the ownership
or leasing of its properties and assets and the operation of the Business
requires such qualification except where failure to do so does not, individually
or in the aggregate, have a Business Material Adverse Effect.

                                      -16-


                       (b) The authorized capital stock of Seller consists of
200,000 shares of common stock, of which 20,000 shares have been validly issued
and are outstanding (the "Shares"). All of the Shares are owned by Shareholder
free and clear of any Liens, are fully paid and nonassessable, were not issued
in violation of the terms of any Contract binding upon Seller and/or
Shareholder, and were issued in compliance with Seller's articles of
organization and bylaws and all applicable federal and state securities or "blue
sky" laws and regulations. There are, and have been, no preemptive rights with
respect to the issuance of capital stock by Seller, including, without
limitation, the Shares. There are no existing Contracts, subscriptions, options,
warrants, calls, commitments or rights of any character to purchase or otherwise
acquire from Shareholder or Seller at any time, or upon the happening of any
stated event, any capital stock or other securities of Seller, whether or not
presently issued or outstanding.

                  4.2. Corporate Power and Authority; Legal Capacity;
Enforceability. Each of Seller and Shareholder has the requisite power and
authority to execute, deliver and perform this Agreement and each of the
documents, agreements and instruments to be executed, delivered and performed by
it or him, as the case may be, in connection with this Agreement (collectively
the "Collateral Documents"), and Seller has all requisite power and authority to
transfer the Purchased Assets to Buyer. The execution, delivery and performance
of this Agreement and each of the Collateral Documents to which Seller is a
party, and the consummation of the transactions contemplated hereby and thereby,
have been duly authorized by all necessary corporate action on the part of
Seller, including, without limitation, the approval thereof by Shareholder, and
requires no further authorization or consent by Seller, Shareholder or any other
Person. This Agreement and the Collateral Documents to be executed and delivered
by each of Seller and Shareholder have been duly and validly executed and
delivered by Seller and Shareholder, as the case may be, and constitute the
legal, valid and binding obligation of Seller and Shareholder, as the case may
be, enforceable against each of them in accordance with their respective terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium or similar Laws affecting the enforcement of creditors' rights
generally and except as the remedy of specific enforcement and other equitable
relief may be unavailable in some cases.

                  4.3. Non-contravention. The execution, delivery and
performance of this Agreement and each of the Collateral Documents to which
Seller and/or Shareholder is a party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not (a) violate, breach or
contravene any of the terms, conditions or provisions of the articles of
organization or bylaws of Seller; or (b) except as set forth on Schedule 4.3
attached hereto (the consents referred to on Schedule 4.3 being referred to
herein as the "Required Consents"), (i) conflict with, constitute a Default
under or otherwise impair the good standing, validity or effectiveness of any
Contract by which Seller and/or Shareholder, or its and/or his property, is
bound, (ii) subject any of the Purchased Assets to any Contract, other than this
Agreement, to which Seller and/or Shareholder is a party, or by which Seller
and/or Shareholder or any of the Purchased Assets are bound, (iii) violate any
provision of Law, Permit or License applicable to Seller, Shareholder or any of
the Purchased Assets, (iv) result in the creation or imposition of any Lien,
other than Permitted Liens, upon Seller, any of the Purchased Assets or the
Business, or (v) otherwise adversely affect the good standing, validity or
effectiveness of any Contract to which Seller and/or Shareholder is a party, or
which is applicable to the Business or any of the Purchased Assets. There are no
restrictions of any kind that could affect Seller or Shareholder's ability to
enter into this Agreement or any of the Collateral Documents to which any of
them is a party, to perform any of their obligations thereunder, or to
consummate the transactions contemplated hereby or thereby.

                                      -17-


                  4.4. Title; Properties.

                       (a) Except as set forth on Schedule 4.4(a), Seller has
good and marketable title to, or a valid license to or leasehold interest in,
the Purchased Assets, including, without limitation, all Intellectual Property
free and clear of all Liens. Except as set forth on Schedule 4.4(a), no other
Person has or will have on the Closing Date any interest whatsoever in any of
the Purchased Assets. No other Person has or will have on the Closing Date any
interest whatsoever in any of the Purchased Assets that would prevent any of
such Purchased Assets from being used in the Business after the Closing Date as
the same was being conducted as of the Closing Date. There are no loans, leases
or other financing to which such Purchased Assets are or will be subject on the
Closing Date. None of the Permitted Liens, individually or in the aggregate, has
a Business Material Adverse Effect or will detract from, interfere with or will
interfere with any of Seller's or Buyer's right to dispose of or use any of the
Purchased Assets.

                       (b) Schedule 4.4(b) hereto is a true, complete, correct
and current list, by address, owner and usage, of all real property agreements
(including all amendments and supplements thereto) pursuant to which Seller
leases, subleases or otherwise occupies any real property (each a "Real Property
Lease" and collectively the "Real Property Leases"), copies of which have been
furnished to Buyer. Pursuant to the Real Property Leases, Seller has validly
existing and enforceable leasehold, sublease hold or occupancy interests in the
real property leased thereunder, in each case free and clear of all Liens and
free from material Defaults (i) by Seller and (ii) to Seller's Knowledge, by the
other party or parties to such Real Property Leases. Except for the Real
Property Leases, if any, described in Schedule 4.4(b), the consummation of the
transactions contemplated by this Agreement will not require any consent or
approval of any landlord or sublandlord under any such Real Property Lease,
result in any increase in rent or penalty to the party which is a tenant or
subtenant thereunder or result in the early termination of any Real Property
Lease. Seller has not transferred, assigned, hypothecated, pledged or encumbered
any of its rights or interest under any Real Property Lease. Seller has not
received any notice from any landlord or sublandlord or any other party of any
Default under, or the termination of, any Real Property Lease.

                       (c) The real property leased to Seller pursuant to the
Real Property Leases constitutes all real property used or occupied by Seller
(the "Real Property"). To Seller's Knowledge: (i) no portion thereof is subject
to any pending condemnation proceeding or proceeding by any government,
governmental entity or other authority and there is no threatened condemnation
or proceeding with respect thereto; (ii) the physical condition of such Real
Property is sufficient to permit the continued conduct of the Business as
presently conducted, subject to the provision of usual and customary maintenance
and repair performed in the ordinary course; (iii) there are no Contracts,
written or oral, to which Seller and/or Shareholder is a party, granting to any
party or parties the right of use or occupancy of any portion of the Real
Property; (iv) there are no parties (other than Seller) in possession of any
such Real Property and (v) no notice of any increase in the assessed valuation
of any such Real Property and no notice of any contemplated special assessment
has been received by Seller, and to Seller's Knowledge, there is no threatened
increase in assessed valuation or threatened special assessment pertaining to
any of the Real Property.

                                      -18-


                  4.5. Third Party Options. There are no Contracts or rights of
any kind with, to, of or in any third party to acquire any of the Purchased
Assets or any portion of the Business.

                  4.6. Financial Statements. Seller has delivered to Buyer true
and correct copies of the following financial statements:

                       (a) the unaudited balance sheet of Seller as of December
31, 2002 and the related statements of income for the 12-month period then ended
(the "Year-End Financial Statements"); and

                       (b) the unaudited balance sheet of Seller (the "Current
Balance Sheet") as of July 31, 2003 (the "Balance Sheet Date") and the related
statement of income for the 7-month period then ended (the "Interim Financial
Statements;" and together with the Year-End Financial Statements, the "Financial
Statements").

The Financial Statements are true and correct, in all material respects, and
have been prepared in accordance with the applicable Books and Records of Seller
(which Books and Records are true and complete, in all material respects) and
have been prepared on an accrual basis and fairly present, in all material
respects, the financial position and results of operations of Seller at the
dates and for the periods covered. All Liabilities of Seller at the Balance
Sheet Date are fully reflected or reserved for in the Current Balance Sheet. The
books of account of Seller fairly reflect, in all material respects, (a) all
transactions relating to Seller and (b) all items of income and expense, assets
and liabilities and accruals relating to Seller.

                  4.7. Absence of Undisclosed Liabilities. On the Closing Date,
Seller will not have any Liabilities (except for (i) those Liabilities set forth
in the Current Balance Sheet and (ii) those Liabilities which arose after the
Balance Sheet Date and were incurred in the ordinary course of business,
consistent with past practices and in compliance with the covenants and
agreements of Seller herein contained). Seller neither Knows nor has reasonable
grounds to Know of any basis for the assertion against Seller, or against the
Purchased Assets, of any Liability, other than those set forth in the foregoing
clauses (i) and (ii).

                  4.8. Litigation; Compliance with Law, Permits and Licenses.

                       (a) Seller has complied with each, and is not in
violation of any Law or Court Order to which Seller is subject, except for
violations that, either individually or in the aggregate, would not result in a
Business Material Adverse Effect, and has not failed to obtain, or to adhere to
the requirements of, any License, Permit or authorization necessary to the
ownership of the Purchased Assets, the employment of the Employees or the
operation of the Business, except for those which the failure to obtain, or to
which the failure to adhere, either individually or in the aggregate, would not
result in a Business Material Adverse Effect. Without limiting the generality of
the foregoing, Seller has not made any offer, payment, promise to pay or
authorization for the payment of money or an offer, gift, promise to give, or
authorization for the giving of anything of value to any person in violation of
the Foreign Corrupt Practices Act of 1977.

                       (b) No Litigation is pending or, to the Knowledge of
Seller, threatened against Seller or Shareholder, and Seller has no Knowledge of
any basis for any such Litigation. Neither Seller nor Shareholder is a party to
or subject to the provisions of any Court Order that provides limitations or
instructions upon the ability to operate the Business.

                                      -19-


                       (c) Seller has obtained all Permits and Licenses for the
operation of the Business, or as needed in connection with the Purchased Assets,
the Employees or the Business, except for those which the failure to obtain,
either individually or in the aggregate, would not result in a Business Material
Adverse Effect. Schedule 4.8 contains a true and correct description of all
Licenses and Permits issued in favor of Seller, all of which are in full force
and effect, and Seller currently operates in compliance with the terms of each
of the foregoing. Buyer will not be required, prior to or following the Closing
Date, to file, apply for or obtain any Permit or License in order to purchase
the Purchased Assets, employ the Employees or operate the Business pursuant to
this Agreement.

                  4.9. Environmental Protection.

                       (a) Seller is in compliance with all Environmental Laws
applicable to its use and occupancy of the Real Property and has no Knowledge of
any facts or circumstances, and Seller has not received any Claim from any
Governmental Entity, citizens group, Employee or other Person, indicating that
it is not in compliance with any such Environmental Law or the terms or
conditions of any Permit held by Seller relating to Materials of Environmental
Concern or Environmental Laws. All Permits relating to Materials of
Environmental Concern or Environmental Laws currently held by Seller are
identified on Schedule 4.9 attached hereto.

                       (b) There has not been to Seller's Knowledge, and Seller
has not received, any Claim from any Governmental Entity, citizens group,
Employee or other Person that there has been any past or present actions,
activities, circumstances, conditions, events or incidents, involving the
release, spill, leak, emission, injection, escape, dumping, discharge or
disposal of any Materials of Environmental Concern, that form or could form the
basis of any Claim against Seller, the Purchased Assets, or any Person whose
liability for any such Claim has or may have been retained or assumed by Seller
either contractually or by operation of law (an "Environmental Claim").

                       (c) To Seller's Knowledge, there is no asbestos or urea
formaldehyde foam insulation contained in or forming part of any building,
building component, structure or office space located on or in the Real
Property. To Seller's Knowledge, no polychlorinated byphenyls (PCBs) are
present, in use or stored at the Real Property and no hydraulic fluid containing
PCBs has been utilized by or at the direction of Seller at the Real Property.

                  4.10. Insurance. All of the Purchased Assets owned or leased
by Seller are insured against fire and casualty under the policies and in the
amounts and types of coverage set forth in Schedule 4.10 attached hereto, and
Seller is insured under liability insurance policies in the amounts set forth in
Schedule 4.10 attached hereto (the "Current Policies"). The Current Policies are
in force and the premiums thereon paid. All such insurance policies are valid,
binding and enforceable in accordance with their terms against the respective
insurers, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditor's
rights generally. To the Knowledge of Seller, no insurer of Seller is the
subject of pending or threatened insolvency proceedings. Seller has notified its
respective insurance carriers of all Known Litigation, Known Claims, and Known
facts and circumstances which could reasonably give rise to a Claim. Seller has
not received any notice from its respective insurance carrier disclaiming
coverage or defending a reservation of rights clause as to any of such
notifications.

                                      -20-


                  4.11. Intellectual Property.

                       (a) Seller owns or is licensed pursuant to a Contract (as
specified on Schedule 4.11(a) hereto), and will own or be licensed pursuant to a
Contract (as specified on Schedule 4.11(a) hereto), and lawfully use, as of the
Closing Date, all of Seller's Intellectual Property, free and clear of all
Liens, all of which Seller's Intellectual Property is set forth on Schedule
4.11(a) hereto (each item listed on Schedule 4.11(a) shall specify whether such
item is owned or licensed) (the "Seller Intellectual Property"). The Seller
Intellectual Property is sufficient for the operation of the Business in the
ordinary course as conducted as of the Closing Date. Version 6.5 of the Software
listed on Schedule 2.1(g) functions in all material respects in accordance with
Seller's currently published user guide therefor. Except as specifically denoted
on Schedule 4.11(a), Versions 6.0 through 6.5 of the Software listed on Schedule
2.1(g) (the "Version 6.x Software Products") are available in "general release"
form (as opposed to only "alpha," "beta" or "early release" forms). With respect
to any registrations of the Seller Intellectual Property owned by Seller,
Schedule 4.11(a) also sets forth, as to each such item of the Seller
Intellectual Property, the (i) relevant application or registration number, (ii)
relevant filing, registration, issue or application date, (iii) record owner,
(iv) jurisdiction, (v) title or description and (vi) remaining life thereof. In
addition, Schedule 4.11(a) identifies whether each item of the Seller
Intellectual Property is owned by Seller or is possessed and used by Seller
under any Contract, and if under any such Contract (except with respect to
off-the-shelf office productivity software), the identity of the parties
thereto, the term thereof and all amounts payable thereunder together with the
payment terms therefor. Except as set forth on Schedule 4.11(a), all such
Contracts are renewable by their terms in the ordinary course of business or are
perpetual licenses.

                       (b) Except as set forth on Schedule 4.11(b), each item of
the Seller Intellectual Property licensed by Seller from a third party and
embedded in or otherwise licensed or distributed as part of or for use with the
Software listed on Schedule 2.1(g) constitutes a valid and enforceable right of
Seller. Neither the Software listed in Schedule 2.1(g), nor Seller's
modification, use, promotion, distribution or sale thereof, has infringed or
conflicted or does infringe or conflict with the Intellectual Property or other
rights of any other Person. Except as otherwise provided in Schedule 4.11(b),
Seller has no obligation to compensate, or to obtain the consent of, any third
party for the use of any item of the Seller Intellectual Property. There is
neither pending nor, to the Knowledge of Seller, threatened, except as disclosed
on Schedule 4.11(b), any Claim, grievance or Litigation against Seller
contesting the validity of the Software listed on Schedule 2.1(g), and, to the
Knowledge of Seller, there is no basis for any such Claim, grievance or
Litigation. Except as otherwise provided on Schedule 4.11(b), Seller has not
granted a license or other right to use, in any manner, the Software listed on
Schedule 2.1(g), whether or not requiring the payment of royalties, and no third
party has any right to use such Software.

                                      -21-


                       (c) The cost of outstanding obligations of Seller (i) to
perform or reperform for its customers any installation, implementation,
warranty, maintenance, modification, upgrade, enhancement, consulting, or other
services in connection with any Version 6.x Software Products, and (ii) to
deliver, license, or develop Software to or for its customers, both (i) and (ii)
in the manner in which Seller operated the Business as of the Closing Date, does
not exceed the aggregate payments received or to be received from those
customers attributable to each such obligation. The only Persons that are a
party to a license for the fsaATLAS Software are set forth on Schedule
3.3(a)(i).

                       (d) To Seller's Knowledge, no third party is (i)
infringing, or has been alleged to infringe, all or any portion of the Software
listed on Schedule 2.1(g), or (ii) using, or has been alleged to use, all or any
portion of the Software listed on Schedule 2.1(g) in derogation of any rights to
be transferred to Buyer under this Agreement.

                       (e) There is no interference action or other litigation
pending or, to the Knowledge of Seller, threatened before any Governmental
Entity (including, without limitation, the United States Patent and Trademark
Office or corresponding governmental entities in foreign jurisdictions) in
regard to any of the Software listed on Schedule 2.1(g).

                       (f) The inception, development and reduction to practice
of the Software listed on Schedule 2.1(g) have not constituted or involved, and
do not constitute or involve, the misappropriation of trade secrets, other
Intellectual Property or other rights of any other Person (including, without
limitation, any Governmental Entity).

                       (g) The Version 6.x Software Products are Y2K Compliant.

                       (h) Except as set forth on Schedule 4.11(h), the Software
listed on Schedule 2.1(g) was conceived, reduced to practice, reduced to
tangible form, written or otherwise created solely by employees of Seller. To
the extent that any such Software has been developed or created independently or
jointly by any person other than Seller or its employees, Seller has a written
agreement with such person with respect thereto, and Seller thereby has obtained
ownership of, and is the exclusive owner of, such Software therein by operation
of law or by valid and enforceable assignment or other agreement. Any such
assignment or agreement was and is sufficient to irrevocably transfer all rights
in such Software (including the right to seek past and future damages with
respect thereto) to Seller.

                       (i) Seller has no present or future commitments to
incorporate any functionality or enhancement (including, without limitation,
corrections, fixes, resolutions, patches, avoidance procedures, work-arounds or
the like to alleged defects or errors) into any standard general release version
of the Software listed in Schedule 2.1(g).

                       (j) All software contained in the computers included in
the Purchased Assets is subject to a license pursuant to a Contract. Each of the
computers included in the Purchased Assets contains all of the software
sufficient for the operation of such computer in the Business in the ordinary
course as conducted as of the Closing Date.

                                      -22-


                  4.12. Labor and Employee Matters.

                       (a) Schedule 4.12(a) lists each of Seller's employees as
of the date hereof (the "Employees") and his/her (i) base salary and (ii) bonus
arrangements, if any, each for fiscal year 2002 and as of the date hereof, and
the date on which the most recent salary increase went into effect for each of
the Employees and the amount of each such increase. There are no agreements,
Contracts or collective bargaining agreements, work rules or practices covering
or applicable to any of the Employees, except as set forth on Schedule 4.12(a).
There are no pension plans or profit sharing plans, commission agreements,
bonus, stock options, severance, other plans, agreements or arrangements
providing for any of Employees to receive any remuneration or other benefit,
except as set forth on Schedule 4.12(a). None of the Employees or Independent
Contractors of Seller is represented by any labor organization and Seller has no
Knowledge of any current union organizing activities among the Employees or
Independent Contractors of Seller, nor does any question concerning
representation exist as to such Employees or Independent Contractors. There is
not pending or, to the Knowledge of Seller, threatened any labor strike,
dispute, slowdown, work stoppage or lockout involving any Employee or
Independent Contractor of, or affecting, Seller, or any obligation to continue
the employment or engagement of any of the Employees or Independent Contractors,
except as set forth on Schedule 4.12(a). Except as disclosed on Schedule
4.12(a), Seller has not agreed to increase the compensation level of any of the
Employees nor is there any obligation or understanding respecting such an
increase. Seller has no workers' compensation penalties or assessments pending.
Seller does not currently employ, nor has Seller ever employed more than fifty
(50) employees. Seller has paid all wages and wage supplements including
salaries, commissions, bonuses, vacation pay, severance pay, sick pay, expense
reimbursements, and other compensation, if any, earned by any of Seller's
employees or due and owing to any of Seller's employees for all periods on or
before the Closing Date.

                       (b) Schedule 4.12(b) contains a list of the names of each
current independent contractor retained by Seller who performs services for
Seller with respect to the Software listed on Schedule 2.1(g)("Independent
Contractors") and the current rate of compensation paid to each such Independent
Contractor. Schedule 4.12(b) specifies the site at which each such Independent
Contractor performs services for Seller with respect to the Software. The
Independent Contractors, and all other independent contractors who have
previously rendered services to Seller, have in the past and continue to be
legally, properly and appropriately treated as non-employees for all Federal,
state, local and foreign tax purposes, as well as all ERISA and employee benefit
purposes. There has been no determination by any Governmental Entity, or by any
tribunal or commission that any Independent Contractor constitutes an employee
of Seller. There has been no investigation or Claim made by or threatened by any
Person or Governmental Entity that any Independent Contractor constitutes an
employee of Seller. Seller has paid all compensation and all other monetary
amounts earned by the any of Seller's independent contractors or due and owing
to any of Seller's independent contractors for all periods on or before the
Closing Date.

                                      -23-


                  4.13. Employee Benefits. (a) Schedule 4.13(a) lists all plans,
policies, arrangements or understandings to which Seller is a party which
provide any Employee or Independent Contractor (or any dependent or beneficiary
of any such Person) with (i) retirement benefits or deferred compensation; (ii)
vacation, sick leave or severance benefits; (iii) incentive, performance, stock,
share appreciation or bonus awards; (iv) health care benefits; (v) disability
income; (vi) life insurance or survivor's benefits; or (vii) any other type of
employee benefit offered under any arrangement, whether or not subject to
characterization as an "employee benefit plan" within the meaning of Section
3(3) of ERISA ("Plans"). None of the Purchased Assets are subject to any lien
under Section 401(a)(29) or 412(n) of the Code, Section 302(f) or 4068 of ERISA
or arising out of any action filed under Section 4301(b) of ERISA. Neither
Seller nor any Affiliated Seller (as defined below) has incurred any Liability
which could subject Buyer or any Purchased Asset to Liability under Sections
4062, 4063, 4064 or 4069 of ERISA. For purposes of this Section 4.13 only,
"Affiliated Seller" means (x) a member of any "controlled group" (as defined in
Section 414(b) of the Code) of which Seller is a member, (y) a trade or
business, whether or not incorporated, under common control (within the meaning
of Section 414(c) of the Code) with Seller, or a member of any affiliated
service group (within the meaning of Section 414(m) of the Code) of which Seller
is a member. Seller and any Affiliated Seller do not sponsor or contribute to,
and have not in the past sponsored or contributed to, and have no Liabilities
with respect to, any defined benefit plan subject to Title IV of ERISA or any
"multi-employer plan" (as defined in Section 3(37) of ERISA). Seller has
delivered to Buyer a complete copy of the Plans, including any related trust
agreement, and all amendments to the Plans or such trust agreement.

                       (b) Schedule 4.13(b) sets forth the accrued vacation time
for each of Seller's employees as of August 31, 2003.

                  4.14. Contracts, Leases, Etc. Except as listed on any other
Schedule attached hereto or described on Schedule 4.14 attached hereto, Seller
is not a party to any Contract of the type described below:

                       (a) with any current or former shareholder, director, or
officer of Seller, or any of their Affiliates;

                       (b) with any labor union or other representative of the
Employees;

                       (c) with any Employee; (d) with any Independent
Contractor;

                       (e) for the performance of services or the supply of
products by a third party to Seller;

                       (f) to sell or supply products or to perform services
which obligates Seller to sell products or perform services for a third party;

                       (g) outstanding proposal to sell or supply products or to
perform services for a third party which, upon acceptance of such proposal,
would obligate Seller to sell products or perform services for a third party;

                       (h) where Seller is acting as supplier or distributor or
where Seller is acting as principal or agent;

                                      -24-


                       (i) under which Seller is either lessor or lessee of
personal property;

                       (j) under which Seller is the lessor or lessee of real
property;

                       (k) which evidences Indebtedness, including capital
leases or providing for any Lien on any of the Purchased Assets;

                       (l) for any charitable or political contribution;

                       (m) for any capital expenditure;

                       (n) limiting or restraining Seller from engaging or
competing in any lines of business with any Persons;

                       (o) license, franchise, distributorship, joint venture,
royalty or other similar agreement, including, without limitation, those which
relate in whole or in part to any Purchased Asset or any Intellectual Property
of Seller;

                       (p) with any Governmental Entity;

                       (q) power of attorney granted by Seller in favor of any
Person;

                       (r) other Contract requiring payments or other
consideration by or from Seller in excess of Five Thousand Dollars ($5,000)
during the remainder of its term;

                       (s) which involves an obligation to indemnify, defend or
hold harmless any other Person; or

                       (t) other material Contract not made in the ordinary
course of business.

                  4.15. Other Transactions. Since the Balance Sheet Date, Seller
has not (a) operated the Business except in the ordinary course consistent with
past practice, (b) incurred any Liabilities, except in the ordinary course of
business consistent with past practice, (c) mortgaged, pledged or subjected to
Liens, or suffered to exist any Lien on, any Purchased Asset, tangible or
intangible, (d) discharged or satisfied any Liens, or paid any Liabilities,
except in the ordinary course of business consistent with past practice, or (e)
sold or transferred any of its Purchased Assets or canceled any Indebtedness or
other Liabilities of any other Person, or waived any Claims or rights of
substantial value against any other Person, except, in each case, in the
ordinary course of business consistent with past practice.

                  4.16. No Changes. Since the Balance Sheet Date, except as set
forth on Schedule 4.16, there has not been:

                       (a) any Business Material Adverse Change;

                                      -25-


                       (b) any damage, destruction or Loss (whether or not
covered by insurance) or any condemnation by any Governmental Entity which has
had or may have a Business Material Adverse Effect;

                       (c) any strike, lockout, labor trouble or any similar
event or condition of any character having a Business Material Adverse Effect;

                       (d) any increase in the compensation payable or to become
payable by Seller to any of the officers, Employees, Independent Contractors or
agents, or any Known payment or arrangement made to or with any thereof, other
than normal increases in compensation to Employees consistent with past
practices;

                       (e) any amendments to the articles of organization or
bylaws of Seller; or

                       (f) written down or written off as uncollectible any
notes or accounts receivable of Seller.

                  Seller has not taken or agreed to take, whether in writing or
otherwise, either (i) any action described in this Section 4.16 or (ii) any
action which would result in the occurrence of any of the events described in
this Section 4.16. Seller has not omitted to take any action where the omission
could reasonably be expected to result in or lead to the occurrence of any of
the events described in this Section 4.16.

                  4.17. Certain Tax Matters.

                       (a) Seller has duly and timely filed with the appropriate
taxing authority, body or agency all Tax Returns required to be filed, and all
such Tax Returns are true, correct and complete, and Seller has timely paid all
Taxes to the extent due and payable, whether or not shown as due on any Tax
Return. All Taxes not yet due and payable have been withheld or adequately
reserved for or, to the extent that they relate to periods on or prior to the
Balance Sheet Date, are reflected as a liability on the Current Balance Sheet.

                       (b) Seller has properly deducted or withheld all amounts
required by Law to be deducted or withheld for Taxes, including without
limitation with respect to social security and unemployment compensation
relating to its employees, and has timely remitted all such amounts required to
be remitted to the appropriate taxing authority, agency or body.

                       (c) There are no liens for Taxes upon any of the
Purchased Assets.

                       (d) Seller is not a United States real property holding
corporation and has not been a United States real property holding corporation
(as defined in Section 897(c)(2) of the Code) during any period specified in
Section 897(c)(1)(A)(ii) of the Code.

                                      -26-


                       (e) Seller has not failed to make any required filings
pursuant to the bulk sales tax provisions of any state.

                       (f) There is no basis for any taxing jurisdiction in
which Seller has not filed a Tax Return to claim that Tax Returns should have
been filed by Seller.

                  4.18. Brokerage. Other than retaining Equation Partners to
assist Seller with the transactions contemplated by this Agreement, neither
Seller nor any of its respective officers, directors or employees, has employed
or retained, or will have employed or retained on the Closing Date, any broker,
agent, finder or consultant or has incurred, or will have incurred, other than
the fee owed to Equation Partners, any liability for any brokerage fees,
commissions, finders' fees or other fees in connection with the negotiation or
consummation of the transactions contemplated by this Agreement.

                  4.19. Warranties and Liabilities. No Claims under product or
service warranties or guarantees made to customers have been received by Seller
except as set forth on Schedule 4.19. The Claims set forth on Schedule 4.19 have
been satisfied by the performance of the obligations of Seller pursuant to
maintenance agreements entered into in the ordinary course of business. Other
than the express warranties set forth in writing in the Contracts with
customers, Seller has not given or made any warranties to third parties with
respect to any products sold or services performed by it.

                  4.20. Transactions with Affiliates. There are no Contracts
between Seller and any current or former director, officer, shareholder, or
employee of Seller or any Affiliate of any such person relating to the Purchased
Assets or the Employees, except for those identified on Schedule 4.20 or any
other Schedule attached hereto, a complete copy of which (including all
amendments) has been delivered to Buyer.

                  4.21. Assumed Contracts; Customer Claims. Each of the Assumed
Contracts is a valid and existing Contract in full force and effect, enforceable
against the parties thereto, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or
similar Laws affecting the enforcement of creditors rights generally and subject
to general principles of equity. Seller has made available to Buyer true and
complete copies of such Assumed Contracts. There are no existing material
Defaults of Seller under any such Assumed Contract or, to the Knowledge of
Seller, any other parties thereto. There are no obligations of Seller to any
other party to an Assumed Contract other than those obligations of Seller that
are expressly provided for in such Assumed Contract. No state of facts exists
which would constitute valid grounds for a Claim against Seller by any customer
or former customer of Seller for fraud.

                  4.22. Sufficiency of Purchased Assets. Except as set forth on
Schedule 4.22, all of the Purchased Assets are used in the operation of the
Business, and further, are sufficient for the operation of the Business as
operated in the ordinary course as of the Closing Date. Except for the Excluded
Assets, there are no assets currently used in the conduct of the Business, other
than the Purchased Assets.

                                      -27-


                  4.23. Relationship With Customers.

                       (a) Seller has used its commercially reasonable efforts
to maintain good working relationships with all of its customers. Seller's
Contracts with its customers and customer relationships, which have been
terminated or cancelled during the past year, are set forth and described on
Schedule 4.23(a). Schedule 4.23(a) also contains a list of the names of each of
Seller's current customers (the "Business Customer Base"), indicating the dollar
amount of sales to each such customer for the period beginning January 1, 2003
and ending as of the date hereof. Except as set forth on Schedule 4.23(a), none
of the customers listed on Schedule 4.23(a) has terminated or, to Seller's
Knowledge, given notice to Seller of an intention or plan to terminate any
Assumed Contract. To the Knowledge of Seller, except as set forth on Schedule
4.23(a), none of the Employees or Independent Contractors primarily responsible
for servicing customers listed thereon has indicated in writing an intention or
plan to terminate his or her employment or relationship, as the case may be,
with Seller, or an intention to not accept employment with Buyer in connection
with the consummation of the transaction contemplated by this Agreement. Except
as set forth on Schedule 4.23(a), Seller has no Knowledge of any unresolved or
outstanding Material Complaint (as defined below) by any of the customers in the
Business Customer Base. For purposes of this Section 4.23(a), the term "Material
Complaint" means any communication whereby a customer in the Business Customer
Base asserts that Seller has failed to perform its obligations under such
customer's fsaATLAS end user license agreement.

                       (b) Seller's prepaid maintenance fees as of the Closing
Date, which relate to any Maintenance Renewal Period (as defined in Section
3.3(a)(i)), are set forth on Schedule 4.23(b) (the "Prepaid Maintenance Fees").

                       (c) Seller's prepaid service fees as of the Closing Date,
which relate to any period following the Closing Date, are set forth on Schedule
4.23(c) (the "Prepaid Service Fees").

                       (d) The maintenance renewal date for each of Seller's
customers is set forth on Schedule 4.23(d).

                  4.24. Corporate Documents. Seller has furnished to Buyer for
its examination true and correct copies of the following:

                       (a) the articles of organization and bylaws of Seller;
and

                       (b) the minute books and stock books of Seller from the
inception of Seller, containing all proceedings, consents, actions and meetings
of shareholders and the board of directors (including committee meetings) of
Seller.

                  4.25. Veracity of Statements. No representation or warranty by
Seller or Shareholder contained in this Agreement, and no statement contained in
any certificate, Schedule or other document or instrument furnished by or on
behalf of Seller or Shareholder to Buyer pursuant hereto or in connection with
the transactions contemplated hereby, contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make it not misleading.

                                      -28-


                  4.26. Export/Import.

                       (a) Seller is in compliance with all Export/Import Laws
and has no Knowledge of any facts or circumstances, and Seller has not received
any Claim from any Governmental Entity, Employee or other Person, indicating
that it is not in compliance with any Export/Import Laws or the terms or
conditions of any Permits relating to the export or import of any items
(commodities, software or technology).

                       (b) There has not been to Seller's Knowledge, and Seller
has not received, any Claim from any Governmental Entity, Employee or other
Person that there has been any past or present actions, activities,
circumstances, conditions, events or incidents, involving any unlawful export or
import of any items (commodities, software or technology), that form or could
form the basis of any Claim against Seller, the Purchased Assets, or any Person
whose liability for any such Claim has or may have retained or assumed either
contractually or by operation of law (an "Export/Import Claim").

                                   ARTICLE 5
                     REPRESENTATIONS AND WARRANTIES OF BUYER

                  As a material inducement to Seller and Shareholder to enter
into this Agreement and to consummate the transactions contemplated hereby,
Buyer hereby represents and warrants to Seller and Shareholder as follows:

                  5.1. Organization, Power, Standing and Qualification. Buyer
has been duly organized, and is validly existing and in good standing under the
Laws of the State of Delaware, and it has the full power and authority
(corporate or otherwise) to carry on its business as it is now being conducted
and to own and operate the properties and assets owned and operated by it.

                  5.2. Power and Authority. Buyer has the requisite power and
authority to execute, deliver and perform this Agreement and the Collateral
Documents to which it is a party and to purchase the Purchased Assets from
Seller. The execution, delivery and performance of this Agreement and each of
the Collateral Documents to which Buyer is a party, and the consummation of the
transactions contemplated hereby and thereby, have been duly authorized by all
necessary corporate action on the part of Buyer and require no further
authorization or consent by Buyer or any other Person. This Agreement and the
Collateral Documents to be executed and delivered by Buyer have been duly and
validly executed and delivered by, and constitute the legal, valid and binding
obligations of, Buyer, enforceable in accordance with their respective terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium or similar Laws affecting the enforcement of creditors' rights
generally and except as the remedy of specific enforcement and other equitable
relief may be unavailable in some cases.

                  5.3. Non-Contravention. The execution, delivery and
performance of this Agreement and each of the Collateral Documents to which
Buyer is a party, and the consummation of the transactions contemplated hereby
and thereby, do not and will not: (a) violate, breach or contravene, or
otherwise constitute a Default under, any provision of the respective
organizational documents of Buyer or any material contract arrangement or
agreement to which Buyer is a party; (b) violate any provision of Law, Permit or
License, or any judgment, order, writ, injunction, decree or demand of any
Governmental Entity, applicable to Buyer or to its properties or assets; or (c)
require any consent or License to be obtained, or filing to be made, by Buyer
(including without limitation from or with any Governmental Entity) except as
has been made or waived.

                                      -29-


                  5.4. Veracity of Statements. No representation or warranty by
Buyer contained in this Agreement, and no statement contained in any
certificate, Schedule or other document or instrument furnished by or on behalf
of Buyer to Seller pursuant hereto or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement or a material
fact or omits or will omit to state a material fact necessary to make it not
misleading.

                  5.5 Litigation; Compliance with Laws. Buyer is not in
violation of any Law or Court Order to which Buyer is subject, except for
violations that, either individually or in the aggregate, would not reasonably
be expected to cause a Buyer Material Adverse Effect. No Litigation is pending
or, to the Knowledge of Buyer, threatened against Buyer or any of Buyer's
Affiliates, and Buyer has no Knowledge of any basis for any such litigation,
that could reasonably be expected to have a Buyer Material Adverse Effect.

                  5.8 Brokerage. Neither Buyer nor any of Buyer's Affiliates,
nor any of their respective officers, directors or employees, has employed or
retained, or will have employed or retained on the Closing Date, any broker,
agent, finder or consultant, or has incurred, or will have incurred, any
liability for any brokerage fees, commissions, finder's fees or other fees in
connection with the negotiation or consummation of the transactions contemplated
by this Agreement.

                  5.9 Financing. Buyer has sufficient cash, available lines of
credit or other sources of immediately available funds to enable it to complete
the transactions contemplated by this Agreement.

                                   ARTICLE 6
                                   THE CLOSING

                  6.1. Time and Place. The closing of the transactions relating
to the sale and purchase of the Purchased Assets (the "Closing") contemplated
hereby shall be held at 10:00 A.M. on the date hereof (the "Closing Date"). The
Closing shall be held at the offices of Pepper Hamilton LLP at 3000 Two Logan
Square, 18th & Arch Streets, Philadelphia, Pennsylvania.

                  6.2. Conduct of the Closing. On the Closing Date, and as a
condition to the Closing, the following additional documents, agreements,
certificates and instruments shall be duly delivered:

                       (a) Seller or Shareholder, as the case may be, shall
deliver to Buyer:

                            (i) this Agreement signed by Seller and Shareholder;

                                      -30-


                            (ii) evidence, reasonably satisfactory to Buyer,
that the Required Consents have been obtained and are in full force and effect;

                            (iii) a certificate dated as of the Closing Date and
signed on behalf of Seller by its Clerk to the effect that (i)(A) the certified
copy of the articles of organization for Seller, certified by the Secretary of
State of the Commonwealth of Massachusetts, attached to such certificate, is
true, correct and complete, and is in effect on and as of the Closing Date, (B)
the bylaws of Seller, attached to such certificate, are true, correct and
complete, and are in effect on and as of the Closing Date and (C) the
resolutions of the Board of Directors and Shareholder of Seller, attached to
such certificate approving the transactions contemplated by this Agreement and
the Collateral Documents to which Seller is a party are true, correct and
complete and are in full force and effect as of the Closing Date; (ii) the
officers of Seller executing this Agreement and the Collateral Documents to
which Seller is a party are incumbent officers of Seller and that the specimen
signature on such certificate are their genuine signatures; and (iii) Seller is
presently existing and in good standing in the Commonwealth of Massachusetts and
in each jurisdiction where the operations of Seller require Seller to be
qualified as a foreign corporation certificate (the "Seller's Clerk's
Certificate"). A certificate of good standing for each applicable jurisdiction
for clause (iii) above certified by the applicable governmental authority as of
a date not more than 10 days prior to the Closing Date shall be attached to
Seller's Clerk's Certificate as an exhibit;

                            (iv) a duly executed General Assignment and Bill of
Sale, in the form of Exhibit A attached hereto ("General Assignment and Bill of
Sale", signed by Seller;

                            (v) a duly executed Assumption Agreement, in the
form of Exhibit B attached hereto ("Assumption Agreement"), signed by Seller;

                            (vi) a duly executed Employment Agreement by and
between J. Gregory Leonard and Buyer, in the form of Exhibit C attached hereto
(the "Employment Agreement"), duly executed by J. Gregory Leonard;

                            (vii) Assignment Of Concurrent User Subscription
Agreement between WebEx Communications, Inc. and Newfront Software, Inc., signed
by Seller (the "WebEx Assignment");

                            (viii) activePDF, Inc., Redistribution License
Agreement (the "active PDF Redistribution License") together with a check made
payable to activePDF, Inc. in the amount of $1,000.00;

                            (ix) Assignment of Lease dated May 1, 2002 between
Central Plaza/Wells Avenue LLC, as landlord, and Seller, as tenant, of premises
at 675 Massachusetts Avenue, 8th Floor, Cambridge, MA, signed by Seller and
Central Plaza/Wells Avenue LLC; and

                            (x) such other documents, instruments, certificates
and agreements as may be reasonably required by Buyer to consummate and give
effect to the transactions contemplated by this Agreement.

                                      -31-


                       (b) Buyer shall deliver to Seller and Shareholder:

                            (i) by wire transfer of immediately available funds
to such account as shall be designated by Seller, the Initial Purchase Price;

                            (ii) this Agreement signed by Buyer;

                            (iii) the General Assignment and Bill of Sale signed
by Buyer;

                            (iv) the Assumption Agreement signed by Buyer;

                            (v) the Employment Agreement signed by Buyer;

                            (vi) Assignment Of Concurrent User Subscription
Agreement between WebEx Communications, Inc. and Newfront Software, Inc., signed
by Buyer;

                            (vii) activePDF, Inc., Redistribution License
Agreement, signed by Buyer;

                            (viii) Assignment of Lease dated May 1, 2002 between
Central Plaza/Wells Avenue LLC, as landlord, and Seller, as tenant, of premises
at 675 Massachusetts Avenue, 8th Floor, Cambridge, MA, signed by Buyer; and

                            (ix) such other documents, instruments, certificates
and agreements as may be reasonably required by Seller or Shareholder to
consummate and give effect to the transactions contemplated by this Agreement

                  6.3. No Agreement to Assign. This Agreement will not
constitute an agreement to assign any Assumed Contract if an attempted
assignment thereof, without the consent of a third party, would constitute a
breach thereof or in any way materially adversely affect the respective rights
of Buyer or Seller thereunder. If Seller has not obtained a consent or approval
necessary for the assignment of any Assumed Contract, then Seller and
Shareholder will use their commercially reasonable efforts to obtain that
consent or approval after the Closing Date, and, at Buyer's request, will
cooperate in any reasonable arrangements requested by Buyer to provide Buyer the
benefits of that Assumed Contract, subject to Buyer's performance of any
obligations arising under that Assumed Contract. Nothing in this Section will
require Buyer to enter into, or to accept as a substitute for performance by
Seller under this Agreement, any arrangement that would impose any significant
additional cost, expense or liability on Buyer, or that would deprive Buyer of
any material benefits contemplated by this Agreement.

                                      -32-


                                   ARTICLE 7
                                 INDEMNIFICATION

                  7.1. By Seller and Shareholder. Regardless of any
investigation undertaken or made by Buyer or any of its advisors prior to the
Closing Date, Seller and Shareholder shall, jointly and severally, indemnify,
defend and hold harmless Buyer and its Affiliates, officers, directors, agents
and employees (collectively, the "Buyer Indemnified Parties" and, individually,
each a "Buyer Indemnified Party"), from and against any and all Claims
(including, without limitation, Claims arising out of facts or circumstances
that have occurred on or prior to the Closing Date, even though such Claim may
not be filed or come to light until after the Closing Date), Litigation and/or
Losses, which a Buyer Indemnified Party may sustain, suffer or incur, resulting
from, related to, or arising out of:

                       (a) any misstatement of or omission from any
representation of, or any breach of warranty by Seller and/or Shareholder
contained in this Agreement, any of the Collateral Documents, any Schedule to
this Agreement, any certificate or financial statement furnished or to be
furnished by Seller and/or Shareholder to Buyer hereunder;

                       (b) any breach of any covenant, agreement or undertaking
by Seller and/or Shareholder contained in this Agreement, any of the Collateral
Documents, any Schedule to this Agreement, any certificate or financial
statement furnished or to be furnished by Seller and/or Shareholder to Buyer
hereunder;

                       (c) any Liabilities of Seller other than the Assumed
Liabilities;

                       (d) any non-compliance with applicable Law relating to
bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent
transfers, preferential transfers and the like by Seller; and

                       (e) any Claim or Court Order arising out of any of the
foregoing even though such Claim or Court Order may not be filed, become final,
or come to light until after the Closing Date.

                  7.2. By Buyer. Buyer shall indemnify, defend and hold harmless
Seller, Shareholder and their Affiliates, officers, directors, agents and
employees (collectively, the "Seller Indemnified Parties" and, individually, a
"Seller Indemnified Party") from and against any and all Claims, Litigation
and/or Losses, which a Seller Indemnified Party may sustain, suffer or incur,
resulting from, related to, or arising out of:

                       (a) any misstatement of or omission from any
representation of, or any breach of warranty by, Buyer contained in this
Agreement, any of the Collateral Documents, any Schedule to this Agreement, any
certificate, financial statement or other document or instrument furnished or to
be furnished by Buyer to Seller and/or Shareholder;

                       (b) any breach of any covenant, agreement or undertaking
by Buyer contained in this Agreement, any of the Collateral Documents, any
Schedule to this Agreement, any certificate, financial statement or other
document or instrument furnished or to be furnished by Buyer to Seller and/or
Shareholder hereunder;

                       (c) any of the Assumed Liabilities; and

                       (d) any Claim or Court Order arising out of any of the
foregoing even though such Claim or Court Order may not be filed, become filed,
or come to light after the Closing Date.

                                      -33-


                  7.3. Notice and Defense; Costs of Defense.

                       (a) Promptly after acquiring Knowledge of any Litigation,
Claim or Loss against which an Indemnified Party is or may be entitled to
indemnification hereunder, such Indemnified Party shall send a Claim Notice to
the Indemnifying Party, but any failure to so provide the Claim Notice to the
Indemnifying Party shall not relieve the Indemnifying Party from any liability
that it may have to the Indemnified Party under this Article 7 except to the
extent that the Indemnifying Party's ability to defend or mitigate such Claim,
Litigation or Loss, is materially prejudiced by the failure to give the Claim
Notice and only to extent thereof. The Indemnifying Party shall be entitled to
participate in the defense of such action and to assume control of such defense;
provided, however, that:

                            (i) the Indemnified Party shall be entitled to
participate in the defense of such Claim, Litigation or Loss, and to employ
counsel at its own expense to assist in the handling of such Claim, Litigation
or Loss;

                            (ii) the Indemnifying Party shall obtain the prior
written approval of the Indemnified Party (such approval shall not be
unreasonably withheld, conditioned or delayed) before entering into any
settlement of such Claim, Litigation or Loss or ceasing to defend against such
Claim, Litigation or Loss, if, pursuant to or as a result of such settlement or
cessation, injunctive or other equitable relief would be imposed against the
Indemnified Party;

                            (iii) the Indemnifying Party shall not consent to
the entry of any judgment or enter into any settlement that does not include as
an unconditional term thereof the giving by the claimant or plaintiff to each
Indemnified Party of a release of each such Indemnified Party from liability in
respect of such Claim, Litigation or Loss; and

                            (iv) the Indemnifying Party shall not be entitled to
control but shall be entitled to participate at its own expense in the defense
of, and the Indemnified Party shall be entitled to have sole control at its own
expense over, the defense or settlement of any Claim, Litigation or Loss to the
extent the Claim, Litigation or Loss seeks an order, injunction or other
equitable relief against the Indemnified Party which, if successful, could
materially interfere with the business, operations, assets, condition or
prospects of the Indemnified Party. In such case, the Indemnified Party shall
obtain the prior written approval of the Indemnifying Party (such approval shall
not be unreasonably withheld) before entering into any settlement of such Claim,
Litigation or Loss or ceasing to defend against such Claim, Litigation or Loss,
if, pursuant to or a result of such settlement or cessation, injunctive or other
equitable relief would be imposed against the Indemnified Party.

                       (b) After written notice by the Indemnifying Party to the
Indemnified Party of its election to assume control of the defense of any such
Claim, Litigation or Loss, the Indemnifying Party shall not be liable to such
Indemnified Party hereunder for any legal expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof. If the Indemnifying
Party does not assume control of the defense of such Claim, Litigation or Loss
as provided in this Section 7.3, the Indemnified Party shall have the right to
defend such Claim in such manner as it may deem appropriate at the cost and
expense of the Indemnifying Party, and the Indemnifying Party will promptly
reimburse the Indemnified Party therefor in accordance with this Section 7.3.
The reimbursement of fees, costs and expenses required by this Section 7.3 shall
be made by periodic payments during the course of the investigation or defense,
as and when bills are received or expenses incurred.

                                      -34-


                       (c) In the event that Seller or Shareholder is required
to pay any Buyer Indemnified Party for any Indemnifiable Losses under this
Section 7.3, such amount may be deducted from or offset against the Earnout
Purchase Price at the sole discretion of Buyer.

                       (d) In calculating any amount of damages to be paid by an
Indemnifying Party pursuant to this Agreement, the amount of such damages will
be reduced by all reimbursements credited to or received by the Indemnified
Party, relating to such damages, and will be net of any tax benefits and
insurance proceeds received by the Indemnified Party with respect to the matter
for which indemnification is claimed.

                  7.4. Limitation of Indemnity. Neither a Buyer Indemnified
Party nor a Seller Indemnified Party shall make a Claim for Indemnifiable Losses
pursuant to Sections 7.1(a) or (b) or Sections 7.2(a) or (b), as the case may
be, unless the aggregate amount of all such Indemnifiable Losses for a Buyer
Indemnified Party or a Seller Indemnified Party, as the case may be, exceeds
Twenty Five Thousand ($25,000) (the "Indemnification Deductible") at which point
the Indemnified Party shall be entitled to indemnification for all of such
party's Indemnifiable Losses in excess of the Indemnification Deductible.
Notwithstanding the foregoing, the Indemnification Deductible shall not apply to
any and all Claims, Litigation and/or Losses, sustained, suffered or incurred,
resulting from, related to, or arising out of (i) any Tax Liabilities of Seller,
(ii) any breach of any covenant by Seller or Shareholder in Section 2.6, Section
9.1(b), Section 9.1(c), Section 9.1(d), Section 9.1(e), Section 9.5, Section 9.6
or (iii) any misstatement of or omission from any representation of, or any
breach of warranty by Seller and/or Shareholder, contained in Section 4.4(a),
Section 4.13(b), Section 4.17, Section 4.23(b), Section 4.23(c) and Section
4.23(d). For purposes of calculating the amount of Indemnifiable Losses incurred
by Buyer Indemnified Parties or Seller Indemnified Parties arising out of or
resulting from any misstatement, omission or breach of a representation,
covenant or agreement by Seller, Shareholder or Buyer, as the case may be, the
references to a "Business Material Adverse Effect," a "Buyer Material Adverse
Effect" or materiality (or other correlative terms) shall be disregarded,
provided the existence of the breach itself is first established on the basis of
the presence of such "Business Material Adverse Effect," "Buyer Material Adverse
Effect" or materiality or other correlative term, as applicable. The limitations
on the assertion of claims for indemnification (i.e. the Indemnification
Deductible) contained in this Section 7.4 shall not apply to, and shall not in
any way limit the right of any Buyer Indemnified Party or Seller Indemnified
Party to pursue, any rights, remedies or Claims based on fraud. Notwithstanding
anything to the contrary contained in this Agreement but subject to the
immediately following sentence, the liability of Seller and Shareholder under
this Agreement shall be limited, in the aggregate, to a maximum amount equal to
the sum of (i) fifty percent (50%) of the Initial Purchase Price and (ii) fifty
percent (50%) of the Earnout Purchase Price as and when the same is paid or
payable to Seller. Notwithstanding the foregoing, the liability of Seller and
Shareholder under this Agreement for Tax Liabilities of Seller or any
misstatement of or omission from any representation or warranty contained in
Sections 4.4(a), 4.11 or 4.17 shall be limited, in the aggregate, to a maximum
amount equal to the Purchase Price. Notwithstanding anything to the contrary
contained in this Agreement, in no event shall the liability of Seller and
Shareholder for all Indemnifiable Losses of any nature arising under this
Agreement exceed, in the aggregate, a maximum amount equal to the Purchase
Price.

                                      -35-


                  7.5. Characterization of Indemnity Payments.To the extent
permitted by applicable Law, any payment made pursuant to this Article 7 shall
be treated, for Tax purposes, as an adjustment to the Purchase Price.

                                   ARTICLE 8
             SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

                  8.1. Representations and Warranties.

  Notwithstanding anything to the contrary herein or any investigation made by
or on behalf of Seller, Shareholder or Buyer prior to the Closing Date, all
representations and warranties made hereunder by any party on the Closing Date
shall survive the Closing Date and shall end upon the expiration of the Covenant
Period, except that the representations and warranties made in Sections 4.1
(Organization and Capitalization), 4.4(a) (Title), 4.9 (Environmental
Protection), 4.13 (Employee Benefits) and 4.17 (Certain Tax Matters) shall
survive for 180 days past the applicable statute of limitations and except that
the representations and warranties made in Section 4.11 (Intellectual Property)
shall survive for a period of three (3) years from and after the Closing Date.

                  8.2. Covenants. Each covenant contained in this Agreement
shall survive the Closing Date for the period specified in such covenant;
provided, however, if a particular covenant does not specify a survival period,
such covenant shall end upon the expiration of the applicable statute of
limitations.

                  8.3. Extension of Survival. Any representation, warranty,
covenant or agreement that would otherwise terminate in accordance with this
Article will continue to survive if notice of such Claim has been timely given
prior to the expiration of the applicable survival period, until the related
Claim for indemnification has been satisfied or otherwise resolved as provided
in herein. Notwithstanding anything herein, any breach of representation or
warranty contained in this Agreement made by any party or any written
information furnished by any party as of the Closing Date that was made by such
party fraudulently or with intent to defraud or mislead shall survive for the
applicable statute of limitations after the Closing Date.

                                   ARTICLE 9
           CONDUCT OF SELLER, SHAREHOLDER AND BUYER AFTER THE CLOSING

                  9.1. Cooperation and Further Assurances.(a) Buyer, Seller and
Shareholder will cooperate upon and after the Closing Date in effecting the
orderly transfer of the Purchased Assets and the Business to Buyer and to
consummate the other transactions contemplated by this Agreement. In addition,
after the Closing Date, at the request of any party and at the requesting
party's expense, but without additional consideration, the other parties shall
execute and deliver from time to time such further instruments of assignment,
conveyance and transfer, (including, without limitation any documents necessary
to record the assignment transferring ownership of the Seller Intellectual
Property to Buyer with the United States Patent and Trademark Office, the U.S.
Copyright Office and their respective equivalents in any foreign jurisdiction),
shall cooperate in the conduct of Litigation and the processing and collection
of insurance Claims, and shall take such other actions as may reasonably be
required to accomplish the orderly transfer to Buyer of the Purchased Assets and
the Business as contemplated by this Agreement in accordance with the terms and
conditions of this Agreement.

                                      -36-


                       (b) Seller and Shareholder shall promptly, but in no
event more two (2) Business Days after the Closing Date, transfer ownership of
the following domains to Buyer:

                            (i) www.fsaatlas.com; and

                            (ii) www.newfrontsoftware.com

                  In connection with the transfer of such domains, Seller and
Shareholder shall make all necessary payments to the applicable domain
registrars within the time frame referenced above in order to effectuate the
transfers.

                       (c) Seller and Shareholder shall promptly, but in no
event more than ten (10) Business Days after the Closing Date, change the
corporate name of Seller to a name that is not substantially similar to Seller's
current name.

                       (d) Seller and Shareholder shall promptly use
commercially reasonable efforts to promptly obtain evidence of WebEx
Communications, Inc.'s acceptance of the WebEx Assignment.

                       (e) Seller and Shareholder shall promptly, but in no
event more than two (2) Business Days after the Closing Date, deliver the signed
activePDF Redistribution License to activePDF, Inc., together with the $1,000
transfer fee delivered to Buyer at the Closing. Seller and Shareholder shall
promptly use commercially reasonable efforts to promptly obtain evidence of
activePDF, Inc.'s acceptance of the activePDF Redistribution License.

                       (f) For a period of five years following the Closing
Date, Buyer, Seller and Shareholder shall furnish or cause to be furnished to
each other, upon request, as promptly as practicable, such information and
assistance relating to the Purchased Assets and the Business as is reasonably
necessary for the filing of all Tax Returns, and making of any election related
to Taxes, the preparation for any audit by any taxing authority, and the
prosecution or defense of any claim, suit or proceeding relating to any Tax
Return. During the aforesaid period, Seller, Shareholder and Buyer shall
cooperate with each other in the conduct of any audit or other proceeding
related to Taxes involving the Business and each shall execute and deliver such
powers of attorney and other documents as are reasonably necessary to carry out
the intent of this Section 9.1(b). Notwithstanding the foregoing, neither Buyer,
Seller nor Shareholder shall be required unreasonably to prepare any document or
determine any information not then in its possession in response to a request
pursuant to this Section 9.1(e).

                                      -37-


                  9.2. Employment of Seller Employees. Buyer will offer
employment to the Seller Employees listed on Schedule 9.2 attached hereto to be
effective upon the Closing Date (the "New Employees"). Any offer of employment
to a New Employee shall (i) be for a position with substantially equivalent job
skills and responsibilities as that which he or she held with Seller as
immediately prior to the Closing Date, (ii) be at substantially equivalent or
better total compensation as paid by Seller to such New Employee immediately
prior to the Closing Date, (iii) credit such New Employee's years of service
with Seller as years of service with Buyer for purposes of such New Employee's
vacation time and, to the extent Buyer is reasonably able to do so under the
terms thereof, for purposes of Buyer's benefit plans, (iv) credit such New
Employee's accrued vacation time with Seller (the accrued vacation time for such
New Employee is set forth on Schedule 4.13(b)) as accrued vacation time with
Seller for purposes of calculating and crediting such New Employee's vacation
time with Buyer, (v) include rights of participation in all of Buyer's benefits
plans on the same terms and conditions as other Buyer employees at a
substantially similar level and (vi) be subject to such New Employee executing
Buyer's standard form of employee confidentiality and assignment of inventions
agreement. Subject to (iii) and (iv) above, a New Employee that accepts
employment with Buyer shall be subject to Buyer's current vacation time accrual
and utilization policies. All such actual employment of any New Employee shall
be subject to Buyer's right, in its sole discretion, to establish and modify
from time to time the terms and conditions of its employees' employment and to
terminate such employment at any time. Except as otherwise specifically provided
in this Section 9.2, any New Employee hired by Buyer will be treated as a new,
at-will employee of Buyer and Buyer shall not be responsible for any costs,
direct or indirect, in connection with the termination of employment of the New
Employee as a result of the transactions contemplated to take place at the
Closing Date. Buyer has no obligation to provide any severance payments or any
other compensation to any of the Seller Employees who do not accept employment
with Buyer on the terms set forth herein.

                  9.3. Maintenance Fees. Buyer agree that it will use good
faith, diligent efforts to obtain renewals of maintenance for the fsaATLAS
Software and any and all Derivative Software, including without limitation by
providing adequate support and upgrades which are materially consistent with the
effort used by Buyer to obtain renewals of maintenance on other software
products of Buyer.

                  9.4. Right of Audit.

                       (a) For a period of beginning on the Closing Date and
ending 90 days after the end of the later of the Earnout Maintenance Period and
the Earnout License Period, Buyer shall keep at its principal place of business
full, accurate and complete records and books of account in such detail as to
allow Seller to make an accurate determination of all payments of the Earnout
Purchase Price due pursuant to this Agreement. All such books and records shall
be available during normal business hours upon reasonable notice for
examination, inspection and audit by Seller or its duly authorized independent
accountants; provided, however, Seller or its duly authorized independent
accountants shall not examine, inspect or audit such books and records more than
two times in any given calendar year and no more than one time in any six month
period.

                                      -38-


                       (b) In the event that Seller conducts or has conducted an
examination, audit or inspection of Buyer's books and records and, as a result
of such examination, audit, or inspection, it is determined that there are
unreported amounts payable to Seller under the Earnout Purchase Price, Seller
shall communicate such determination in writing to Buyer which communication
shall state with reasonable specificity the basis for such determination (an
"Earnout Objection"). Buyer shall have 10 Business Days from receipt of an
Earnout Objection to respond in writing to such Earnout Objection. If Buyer
fails to respond in writing to the Earnout Objection within the period required,
then Buyer shall have no further right to challenge such Earnout Objection and
such Earnout Objection shall be final, binding and conclusive. If, however,
Buyer responds in writing to Seller during such period and Buyer and Seller can
not resolve the matter in dispute within 10 Business Days from Seller's receipt
of Buyer's response, such matter shall be resolved in accordance with Section
9.4(c). Within five (5) Business Days from the date on which either (i) an
Earnout Objection becomes final, binding and conclusive, (ii) Seller and Buyer
agree to an adjustment to the Earnout Purchase Price, or (iii) the matter is
resolved in accordance with Section 9.4(c), Buyer shall pay to Seller by plain
check, the unreported amounts payable to Seller under the Earnout Purchase
Price.

                       (c) The disagreement shall be tendered to by a firm of
independent certified public accountants of recognized national standing
("Independent Accountant") which does not at the time of retention provide and
has not in the prior three (3) years provided auditing services to Buyer or
Seller (or to either of their Affiliates) to make a determination as to the
subject matter of such disagreement, which determination shall be final, binding
and conclusive on the parties hereto for the purpose of this Agreement. All fees
and expenses charged by the Independent Accountant under this Section 9.4(c)
shall be shared equally by Seller and Buyer. If Buyer and Seller are unable to
agree on the Independent Accountant, Buyer and Seller will submit the name of
one accounting firm that satisfies the criteria of this Section 9.4(c) and the
Independent Accountant will be randomly selected by lot from those two
accounting firms. The Independent Accountant shall be instructed to use every
reasonable effort to perform its function within 30 days following submission of
the matter to it and, in any case, as soon as practicable after such submission
to it.

                  9.5. Real Estate Assessments. If at any time after the Closing
Date, Buyer is assessed fees or any charges (including without limitation rental
payments or operating expenses) under the Real Property Lease with respect to
any period on or before the Closing Date, Buyer shall notify Seller of such fees
or charges and shall provide Seller with reasonable back-up documentation
evidencing the same. Seller shall promptly pay such amounts to Buyer. Buyer will
have the right to offset any such fees or charges against the Earnout Purchase
Price upon written notice to Seller.

                  9.6. Utility Services. Seller, Shareholder and Buyer will
cooperate upon and after the Closing Date in effecting the prompt transfer of
all applicable utility services into the name of Seller, including, without
limitation, phone service. Neither Seller nor Shareholder shall take any action
to terminate any such utility services. Buyer shall promptly reimburse Seller
for any actual out-of-pocket fees charged by the utility provider in question
for the utility services provided to Buyer during the period of time beginning
on the Closing Date and ending on the date such utility services are transferred
to Buyer.

                  9.7 Real Estate Taxes and Operating Expenses. In the event
that the landlord under the Real Property Lease determines after the Closing
Date that Seller has paid any sums in excess of the actual real estate taxes
and/or Operating Expenses payable under the Real Property Lease with respect to
any period on or prior to the Closing Date, then, in such event, Buyer shall
promptly pay to Seller an amount equal to such excess.

                                      -39-


                                   ARTICLE 10
                       NON-COMPETITION AND CONFIDENTIALITY

                  10.1. Agreement Not to Compete.

                       (a) During the three-year period commencing on the
Closing Date (the "Non-Compete Period"), neither Seller, Shareholder nor any of
Seller or Shareholder's Affiliates will do any of the following, directly or
indirectly, individually or through one or more intermediaries or Affiliates,
without the prior written consent of Buyer:

                            (i) engage or participate in any business activity
in the Territory that provides software, software consulting services, technical
or functional consulting services, or such other products or services regarding
or otherwise relating to visa management, or that is otherwise competitive with
the Business (a "Competitive Business");

                            (ii) become interested (as owner, stockholder,
lender, partner, co-venturer, director, officer, employee, agent, consultant or
otherwise) in any Person engaged in any Competitive Business, or become
interested in (as owner, stockholder, lender, partner, co-venturer, director,
officer, employee, agent, consultant or otherwise) any portion of the business
of any Person where such portion of such business is a Competitive Business
(notwithstanding the foregoing, Seller, Shareholder or any of Seller or
Shareholder's Affiliates may hold not more than 1% of the outstanding securities
of any class of any publicly-traded securities of a Person that is engaged in a
Competitive Business);

                            (iii) influence or attempt to influence any
supplier, customer or prospect of Buyer or any of Buyer's Affiliates to
terminate, modify or not enter into any written or oral agreement or course of
dealing with Buyer or any of Buyer's Affiliates; or

                            (iv) influence or attempt to influence any Person
either (A) to terminate or modify any Contract with Buyer or any of Buyer's
Affiliates, or (B) to employ or retain, or arrange to have any other Person or
entity employ or retain, any Person who has been employed or retained by Buyer
or any of Buyer's Affiliates after the Closing Date or Seller (before the
Closing Date) as an employee, consultant, agent or distributor of Buyer, any of
Buyer's Affiliates or Seller at any time during the two (2) year period prior to
the Closing Date or during the Non-Compete Period.

                       (b) Notwithstanding the preceding, Shareholder and any
other Affiliate of Seller is permitted to (i) be employed by Buyer or any of
Buyer's Affiliates or (ii) provide services to Buyer or any of Buyer's
Affiliates, without violating the terms of this Article 10.

                       (c) Seller and Shareholder acknowledge that (i) it and
he, respectively, has carefully read and considered the provisions of this
Section 10.1, (ii) it and he, respectively, has obtained legal counsel in
determining whether to enter into this Agreement, (iii) up to the Closing Date,
it and he, respectively, has been engaged in the Business, the market for which
includes the Territory and (iv) Buyer would not enter into this Agreement or
consummate the transactions contemplated hereby except for the expansion
opportunities relating to the Business and the agreement of Seller and
Shareholder contained herein as it relates to the Territory.

                                      -40-


                       (d) The terms of the covenants contained in this Section
10.1 shall be construed as separable and shall be independent and shall be
interpreted and applied consistently with the requirements of reasonableness and
equity.

                  10.2. Confidentiality. From and after the Closing, neither
Seller nor Shareholder shall divulge, communicate or use in any way, any
Confidential Information of Seller, the Business, Buyer or any of Buyer's
Affiliates. Notwithstanding anything herein to the contrary, each party to this
Agreement (and each Affiliate and Person acting on behalf of any such party)
agrees that each party hereto (and each employee, representative, and other
agent of such party) may disclose to any and all Persons, without limitation of
any kind, the tax treatment and tax structure of the transactions contemplated
by this Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to such party or such Person relating to such tax
treatment and tax structure, except to the extent necessary to comply with any
applicable federal or state securities laws.

                  10.3. Specific Enforcement; Extension of Period.

                       (a) Seller acknowledges that the restrictions contained
in Article 10 hereof are reasonable and necessary to protect the legitimate
interests of Buyer and that Buyer would not have entered into this Agreement in
the absence of such restrictions. Seller also acknowledges that any breach of
Article 10 hereof will cause continuing and irreparable injury to Buyer for
which monetary damages would not be an adequate remedy. Seller agrees that it
shall not, in any action or proceeding to enforce any of the provisions of this
Article 10, assert the Claim or defense that an adequate remedy at law exists.
In the event of such breach by Seller, Buyer shall have the right to enforce the
provisions of Article 10 hereof by seeking injunctive or other relief in any
court, without a requirement that a bond be posted, and this Article 10 shall
not in any way limit remedies of law or in equity otherwise available to Buyer.

                       (b) In the event that Seller breaches any of the
covenants set forth in Section 10.1, the Covenant Period shall be suspended for
the time required for Litigation to enforce the relevant covenants; provided,
that Buyer is successful on the merits in any such Litigation and commences such
Litigation within twelve (12) months after Buyer has Knowledge of such breach.
The "time required for Litigation" is herein defined to mean the period of time
from the earlier of such party's first breach of such covenants or service of
process upon such party through the expiration of all appeals related to such
litigation.

                                   ARTICLE 11
                                     GENERAL

                  11.1. Transfer Taxes. Seller shall pay all Transfer Taxes
payable by reason of the transactions contemplated by this Agreement, and Seller
shall indemnify, defend and hold harmless Buyer with respect to such Transfer
Taxes. Seller shall, at its own expense, file all necessary Tax Returns and
other documentation with respect to such Transfer Taxes.11.2. Right of Set-off.
Notwithstanding anything contained in this Agreement to the contrary, in the
event and to the extent that any Buyer Indemnified Party is entitled to any
payments from Seller pursuant to this Agreement (whether on account of
indemnification or otherwise) (collectively, the "Buyer's Off-Set Claims"), any
amounts payable as Earnout Purchase Price may be applied by Buyer to off-set
against and to discharge said obligations and Buyer shall be entitled to a
credit for any such amounts so applied by Buyer in respect of any such amounts
due and owing to Seller in respect of Earnout Purchase Price.

                                      -41-


                  11.3. Entire Agreement; Amendments. This Agreement, the
Schedules and the Exhibits hereto constitute the entire understanding among the
parties with respect to the subject matter contained herein and supersedes any
prior understandings and agreements among them respecting such subject matter.
This Agreement may be amended and supplemented only by a written instrument duly
executed by all the parties.

                  11.4. Headings. The headings in this Agreement are for
convenience of reference only and shall not affect its interpretation.

                  11.5. Gender. Words of gender may be read as masculine,
feminine, or neuter, as required by context.

                  11.6. Schedules. Each Schedule referred to herein is
incorporated into this Agreement by such reference.

                  11.7. Severability. If any provision of this Agreement is held
illegal, invalid, or unenforceable, such illegality, invalidity, or
unenforceability will not affect any other provision hereof. The parties hereto
authorize that the provisions of this Agreement may, in such circumstances, be
modified to the extent necessary to render enforceable the provisions hereof.

                  11.8. Notices. All notices and other communications hereunder
shall be in writing and shall be given to the Person either personally or by
United States overnight express mail, postage prepaid, or by
nationally-recognized courier service guaranteeing next Business Day delivery,
charges prepaid, or by fax, to such party's address (or to such party's fax
number). All notices shall be deemed received on the date when dispatched in
accordance the foregoing sentence.

                  If to Buyer, to:

                                c/o Systems & Computer Technology Corporation
                                4 Country View Road
                                Malvern, PA  19087
                                Attn:  General Counsel
                                Fax No.:  610.578.7457

                                      -42-


                  with a copy to:

                                Pepper Hamilton LLP
                                3000 Two Logan Square
                                18th & Arch Streets
                                Philadelphia, PA  19103-2799
                                Attn:  Barry M. Abelson, Esq.
                                Fax No.:  215.981.4750

                  If to Seller or Shareholder, to:

                                Mr. Sanjeev Kale
                                9 Ellery Street, Apt. 25
                                Cambridge, MA 02138
                                Fax No.: 617.354.0944


                                with a copy to:

                                White White & Van Etten LLP
                                55 Cambridge Parkway
                                Cambridge, MA  02142
                                Attn:  Diana C. Van Etten, Esq.
                                Fax No.: 617.225.0205

Notice of any change in any such address shall also be given in the manner set
forth above. Whenever the giving of notice is required, the party entitled to
receive such notice may waive the giving of such notice.

                  11.9. Waiver. The failure of any party to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.

                  11.10. Assignment. No party may assign any of its rights or
delegate any of its obligations hereunder without the prior written consent of
the other parties.

                  11.11. Successors and Assigns. This Agreement binds, inures to
the benefit of, and is enforceable by the successors and permitted assigns of
the parties, and does not confer any rights on any other Persons.

                  11.12. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware without regard to
the conflict-of-laws provisions thereof.

                                      -43-


                  11.13. Dispute Resolution.

                       (a) Good Faith Negotiations; Mediation. Except as
otherwise set forth in this Agreement, if any dispute arises under this
Agreement that is not settled promptly in the ordinary course of business, the
parties shall seek to resolve such dispute between them, first, by negotiating
promptly with each other in good faith in face-to-face negotiations. If the
parties are unable to resolve such dispute between them within ten (10) Business
Days (or such period as the parties shall otherwise agree) through these
face-to-face negotiations, then any such dispute shall be submitted to
non-binding mediation conducted on a confidential basis under the then current
Commercial Arbitration Rules of the American Arbitration Association (the
"Association") strictly in accordance with the terms of this Agreement and the
substantive law of the State of Delaware. The mediation shall be conducted at
the Association's regional office located in Boston, Massachusetts, by an
attorney who shall be experienced in the software business (to the extent
available). If the parties are unable to resolve such dispute by mediation
within sixty (60) Business Days after submission of the dispute to mediation (or
such period as the parties shall otherwise agree), then such dispute shall be
resolved in the manner set forth below in Section 11.13(b) hereof.

                       (b) Resolution of Disputes. Except as set forth in
Sections 10.3 and 11.13(a) of this Agreement or as otherwise set forth in this
Agreement, any controversy or Claim not resolved in accordance with Section
11.13(a) of this Agreement shall be settled exclusively by binding arbitration
conducted on a confidential basis under the then current Commercial Arbitration
Rules of the Association strictly in accordance with the terms of this Agreement
and the substantive law of the State of Delaware. The arbitration shall be
conducted at the Association's regional office located in Boston, Massachusetts
by an attorney who shall be experienced in the software business (to the extent
available). The arbitrators may not award consequential, special, punitive or
exemplary damages. Judgment upon the arbitrators' award may be entered and
enforced in any court of competent jurisdiction. Neither party shall institute
an arbitration proceeding hereunder unless at least thirty (30) days prior
thereto such party shall have given written notice to the other party of its
intent to do so. Neither party shall be precluded hereby from securing equitable
remedies in courts of any jurisdiction, including temporary restraining orders
and preliminary injunctions, to protect its rights and interests, but neither
party shall seek any such equitable remedies as a means to avoid or stay
arbitration.

                  11.14. Third Party Beneficiaries. The representations,
warranties, covenants and agreements contained in this Agreement are for the
sole benefit of the parties hereto and their successors and assigns, and they
shall not be construed as conferring and are not intended to confer any rights
on any other Persons.

                  11.15. Public Announcements The parties hereto shall consult
with each other before issuing any press release or making any public statement
with respect to this Agreement and the Acquisition and, except as may be
required by applicable Law or any applicable stock exchange or regulations of
the National Association of Securities Dealers, the parties hereto shall not
issue any such press release or make any such public statement without the
consent of the other parties hereto.

                  11.16. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by Buyer if incurred by Buyer or by Seller if
incurred by Seller or Shareholder.

                                      -44-


                  11.17. Counterparts. This Agreement may be executed in any
number of counterparts and any party hereto may execute any such counterpart,
each of which when executed and delivered shall be deemed to be an original and
all of which counterparts taken together shall constitute but one and the same
instrument. The execution of this Agreement by any party hereto will not become
effective until counterparts hereof have been executed by all the parties
hereto. It shall not be necessary in making proof of this Agreement or any
counterpart hereof to produce or account for any of the other counterparts.

                  11.18. Facsimile Signatures. This Agreement may be executed by
facsimile signature, which shall be deemed to be an original for all purposes.




                                      -45-






    IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement
on the date first above written.

                                       NEWFRONT SOFTWARE, INC.


                                       By: /s/ Sanjeev Kale
                                           --------------------------------
                                           Sanjeev Kale, President



                                       /s/ Sanjeev Kale
                                           --------------------------------
                                       Sanjeev Kale, Individually


                                       SOFTWARE & RESOURCE MANAGEMENT
                                       CORPORATION


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

EX-14

                    SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                       CODE OF BUSINESS CONDUCT AND ETHICs

Introduction

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all employees of the Company. All the
Company's employees must conduct themselves accordingly and seek to avoid even
the appearance of improper behavior. The Code should also be provided to and
followed by the Company's agents and representatives, including consultants.

         If a law conflicts with a policy in this Code of Business Conduct and
Ethics, you must comply with the law; however, if a local custom or policy
conflicts with this Code, you must comply with the Code. If you have any
questions about these conflicts, you should seek guidance in the manner
described in Section 15 of this Code.

         This Code of Business Conduct and Ethics will be strictly enforced. All
managers and supervisors are required to enforce this policy and are not
permitted to sanction or condone violations. There will be serious adverse
consequences for non-adherence to the Code, which may include removal from a
position as a director or officer, and dismissal as an employee of the Company.
If you are in a situation which you believe may violate or lead to a violation
of this Code, follow the guidelines described in Sections 15-17 of this Code.

     1. Compliance With Laws

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect and
obey the laws of the cities, states and countries in which we operate. Although
not all employees are expected to know the details of these laws, it is
important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.

     2. Ethical Conduct

         Beyond compliance with laws, the Company requires that all its
directors, officers, and employees act in a manner which meets the highest
standards of ethical behavior. This includes the obligation to avoid any actual
or apparent conflicts of interest in personal and professional relationships.
The honesty and integrity of the Company's business conduct must not be
compromised. The Company will not condone ethical violations for the sake of
personal gain, personal advantage, expediency, or perceived business advantage.

     3. Conflicts of Interest

         A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.




         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier, whether directly as
an employee or indirectly as a consultant or board member. You are to avoid any
direct or indirect business connection with the Company's customers, suppliers
or competitors, except as a representative of the Company. Conflicts of interest
are prohibited as a matter of Company policy, except under guidelines approved
by the Board of Directors.

         Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
follow the guidelines described in Sections 15-17 of this Code.

     4. Insider Trading

         Employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of the Company's business. All non-public information
about the Company should be considered confidential information. To use
non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. The Company has a more detailed insider trading
policy to which reference should be made for specific guidelines. If you have
any questions or need a copy of the detailed insider trading policy, please
consult the Company's General Counsel.

     5. Corporate Opportunities

         Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company, either
directly or indirectly. Employees, officers and directors owe a duty to the
Company to advance the Company's legitimate interests when the opportunity to do
so arises.

     6. Competition and Fair Dealing

         The Company seeks to outperform its competition fairly and honestly.
The Company seeks competitive advantages through superior performance, never
through unethical or illegal business practices. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner's consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Each employee should endeavor to respect the
rights of and deal fairly with the Company's customers, suppliers, competitors
and employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

                                      -2-


         To maintain the Company's valuable reputation, compliance with its
software development procedures is critical. In designing and developing the
Company's products, it is essential that employees not violate any intellectual
property rights of others.

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers or suppliers. No gift or entertainment should ever be
offered, given, provided or accepted by any Company employee, family member of
an employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor or manager any gifts or proposed gifts which
you are not certain are appropriate.

     7. Discrimination and Harassment

         The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate discrimination, harassment or retaliation. The Company's
policy against discrimination applies to any legally protected status including
race, color, gender, religion, national origin, disability, veteran status,
sexual preference, and age. This policy also prohibits discrimination against
any person who provides information to a federal regulatory or law enforcement
agency, a member of Congress or any committee of Congress, or to a supervisor
concerning conduct which the employee reasonably believes constitutes a
violation of securities laws or any provision of federal law relating to fraud
against shareholders. The Company also prohibits discriminatory harassment of
any employee covered by the policy against discrimination.

         No employee, officer or director may retaliate against an individual
for bringing a complaint of discrimination or for participating in an
investigation or proceeding involving a complaint of discrimination.

         No one may take any action harmful to any person for providing to a law
enforcement officer any truthful information relating to the commission or
possible commission of any federal offense.

     8. Health and Safety

         The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

                                      -3-


     9. Accounting, Auditing, and Public Disclosure Obligations

         The Company's requirement that employees, officers, and directors,
including without limitation the Chief Executive Officer, the Chief Financial
Officer, and the Chief Accounting Officer, follow the highest ethical standards
applies directly to all actions which involve business accounting, financial
reporting, internal accounting controls, auditing matters, and public disclosure
obligations. The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported. For employees or
independent contractors who work on billable client projects, it is essential
that time be recorded accurately for each specific project such person is
working on.

         Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or an appropriate person in the
Accounting Department. Rules and guidelines are available from the Accounting
Department. The Company's expense reporting policy must be strictly adhered to.

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform to applicable legal requirements,
generally accepted accounting principles, and the Company's system of internal
controls. The Company's internal controls system is designed to ensure that the
process of gathering and processing financial data results in the accurate
preparation of the Company's financial statements. It is the Company's policy
that no employee may take any action that is not consistent with those
accounting controls.

         The Company's outside auditors play a large role in ensuring the
accuracy of the Company's financial statements and their involvement in that
process must not be compromised through conflicts of interest or other improper
pressure or coercion. The provisions of this Code of Business Conduct and Ethics
concerning business entertainment of customers and suppliers also apply to
dealings with the Company's independent public accountants. In addition, it is
prohibited under federal law and Company policy to fraudulently influence,
coerce, manipulate or mislead the Company's independent public accountants for
the purpose of rendering the Company's financial statements materially
misleading.

         Business records and communications often become public, and employees
and directors should avoid exaggeration, derogatory remarks, guesswork, or
inappropriate characterizations of people and companies that can be
misunderstood and can be harmful to the Company in a variety of ways. This
applies equally to e-mail, internal memos, and formal reports.

         Records should always be retained or destroyed according to the
Company's record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation please consult the Company's
Legal Department immediately.

         Full, fair, accurate, timely, and understandable disclosure is required
in all reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in any other public communications.

                                      -4-


         The Company's Audit Committee has adopted special procedures for the
receipt, retention, and treatment of complaints regarding accounting, internal
accounting controls, or auditing matters. These procedures are set out in
Section 17 of this Code.

     10. Confidentiality

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Legal Department or required by laws or regulations.
Confidential information includes without limitation all non-public information
that might be of use to competitors, or harmful to the Company or its customers,
if disclosed. It also includes information that suppliers and customers have
entrusted to the Company. The obligation to preserve confidential information
continues even after employment ends.

     11. Protection and Proper Use of Company Assets

         All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported to your supervisor, manager, or other appropriate
personnel for investigation. Company property should not be used for non-Company
business, though incidental personal use may be permitted.

         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing, product development and service plans, engineering ideas,
designs, databases, source code, software architecture and methods, records,
salary information and any unpublished financial data and reports. Unauthorized
use or distribution of this information would violate Company policy. It could
also be illegal and result in civil or even criminal penalties.

     12. Payments to Government Personnel

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's Legal Department can provide guidance to you in this area.

     13. Political Contributions

         A corporation is prohibited from making a political contribution to any
candidate for federal office. In addition, virtually every state either limits
or prohibits the making of political contributions by a corporation to a state
or local candidate or political party. If any of the Company's customers request
that the Company make a political contribution, it is essential that you get the
prior approval of both an appropriate business person in your organization as
well as the Legal Department before any contribution is made. Under no
circumstances shall the Company make a political contribution to any federal
candidates.

                                      -5-


     14. Waivers of the Code of Business Conduct and Ethics

         Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors and will be promptly disclosed as required by law
or stock exchange regulation.

     15. Personal Responsibility

         It is essential that the Company ensure prompt and consistent action
against violations of this Code of Business Conduct and Ethics. However, in some
situations it is difficult to know right from wrong. Since employees and
directors cannot anticipate every situation that will arise, it is important
that each individual has a way to approach a new question or problem. These are
the steps to keep in mind:

     o  Make sure you have all the facts. In order to reach the right solutions,
        the Company must be as fully informed as possible.

     o  Ask yourself: What specifically am I being asked to do? Does it seem
        unethical or improper? This will enable you to focus on the specific
        question you are faced with, and the alternatives you have. Use your
        judgment and common sense; if something seems unethical or improper, it
        probably is.

     o  Clarify your responsibility and role. In most situations, there is
        shared responsibility. Are your colleagues informed? It may help to get
        others involved and discuss the problem.

     o  Consider discussing the problem with your supervisor. In many cases,
        your supervisor will be more knowledgeable about the question, and will
        appreciate being brought into the decision-making process at an early
        stage. Remember that it is your supervisor's responsibility to help
        solve problems.

     o  Seek help from Company resources. If you believe it is not appropriate
        to discuss an issue with your supervisor, or if you do not feel
        comfortable approaching your supervisor with your question, discuss it
        with your Human Resources manager. If you are uncomfortable discussing
        the situation with your supervisor or Human Resources manager, you
        should direct your concerns to the Senior Vice President, Human
        Resources. The Company will not tolerate any retaliation against an
        employee for good faith reports of legal or ethical violations.

     o  You may report legal or ethical violations in confidence and without
        fear of retaliation. If you desire anonymity, you need not identify
        yourself when raising your concerns. Anonymity can also be maintained if
        you make your complaint in the manner set forth in Section 17 of this
        Code. If you believe there has been a material violation of this Code of
        Business Conduct and Ethics, you should report it in the manner
        described in Sections 16 and 17 of this Code. As previously stated, the
        Company does not permit retaliation of any kind against employees for
        good faith reports of legal or ethical violations.

                                      -6-


     o  Always ask first, act later. If you are unsure of what to do in any
        situation, seek guidance before you act.

     16. Reporting/Investigation Procedures

         Any employee who reasonably believes that there has been a material
violation of this Code of Business Conduct and Ethics should report it
immediately to the Company's General Counsel. If you believe that it is
necessary for your complaint to be handled on an anonymous basis, you may raise
your concerns in the manner described in Section 17 of this Code, even if the
matter does not regard questionable accounting or auditing matters. The General
Counsel (or his/her designee) will promptly investigate the matter. The
investigation will be handled discreetly and appropriately, and the information
will be disclosed to others only on a need to know basis and as required by law.
There will be no adverse action taken against employees who report violations of
this Code of Business Conduct and Ethics or who participate in the
investigation. If the investigation leads to a conclusion that a material
violation of this Code has occurred, the Company will take appropriate
corrective action which may include removal from a position as a director or
officer, and dismissal as an employee of the Company.

         The Company recognizes the potentially serious impact of a false
accusation. Employees are expected as part of the ethical standards required by
this Code of Business Conduct and Ethics to act responsibly in making
complaints. Making a complaint without a good faith basis is itself an ethical
violation. Any employee who makes a complaint in bad faith will be subject to
appropriate corrective action including dismissal.

     17. Special Procedures for Reporting/Investigation Complaints Regarding
     Accounting, Internal Accounting Controls, and Auditing Matters

         Any employee who reasonably believes that there has been a material
violation of this Code of Business Conduct and Ethics caused by questionable
accounting or auditing matters has the right to submit a confidential, anonymous
complaint to the Confidential Employee Hotline at 1-866-763-9361 or in writing
to Systems & Computer Technology Corporation, c/o Message Pro, 1-866-763-9361,
9700 Bissonnet, Suite 1500, Houston, TX 77036. The complaint should provide
sufficient information so that a reasonable investigation can be conducted.


                                      -7-

EX-21

                   EXHIBIT 21--SUBSIDIARIES OF THE REGISTRANT


                           SCT Software & Resource Management Corporation

                           Campus Pipeline, Inc.

                           SCT Financial Corporation

                           SCT Property, Inc.

                           Systems & Computer Technology Limited

                           SCT Technologies (Canada) Inc.

                           SCT Software Solutions (India) Private, Ltd

EX-23

                         Consent of Independent Auditors



We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-1343) pertaining to the various stock incentive plans of Systems &
Computer Technology Corporation listed therein and in the related prospectus, in
the Registration Statement (Form S-8 No. 33-43535) pertaining to the 1990
Employees' Stock Option Plan of Systems & Computer Technology Corporation and in
the related prospectus, in the Registration Statement (Form S-8 No. 33-56528)
pertaining to the 401(k) Savings Plan of Systems & Computer Technology
Corporation and in the related prospectus, in the Registration Statements (Form
S-8 No. 33-60831, Form S-8 No. 333-50979 and Form S-8 No. 333-110914) pertaining
to the 1994 Long-Term Incentive Plan and the 1994 Non-Employee Director Stock
Option Plan of Systems & Computer Technology Corporation and in the related
prospectus, in the Registration Statement (Form S-3 No. 333-37551) and related
Prospectus of Systems & Computer Technology Corporation for the registration of
Convertible Subordinated Debentures Due 2004, and in the Registration Statement
(Form S-8 No. 333-56218) pertaining to the 2000 Employee Stock Purchase Plan of
Systems & Computer Technology Corporation and in the related prospectus, of our
report dated October 28, 2003, except for Note S, as to which the date is
December 10, 2003, with respect to the consolidated financial statements and
financial statement schedule of Systems & Computer Technology Corporation
included in this Annual Report (Form 10-K) for the year ended September 30,
2003.


                                                   /s/ Ernst & Young LLP

Philadelphia, Pennsylvania
December 22, 2003

EX-31

                                  EXHIBIT 31.1

      CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES OXLEY ACT OF 2002


I, Michael D. Chamberlain, certify that:

1. I have reviewed this Annual Report on Form 10-K of Systems & Computer
Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: December 23, 2003

/s/ Michael D. Chamberlain
- ------------------------------------------
Michael D. Chamberlain, President and Chief Executive Officer

EX-31

                                  EXHIBIT 31.2

      CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES OXLEY ACT OF 2002


I, Eric Haskell, certify that:

1. I have reviewed this Annual Report on Form 10-K of Systems & Computer
Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: December 23, 2003

/s/ Eric Haskell
- ------------------------------------------------
Eric Haskell, Executive Vice President, Finance & Administration,
Treasurer and Chief Financial Officer

EX-32

                                  Exhibit 32.1

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Systems & Computer Technology
Corporation (the "Company") on Form 10-K for the fiscal year ending September
30, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Michael D. Chamberlain, President and Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to
ss.906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Michael D. Chamberlain

Michael D. Chamberlain
President and Chief Executive Officer
December 23, 2003

EX-32

                                  Exhibit 32.2

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Systems & Computer Technology
Corporation (the "Company") on Form 10-K for the fiscal year ending September
30, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Eric Haskell, Executive Vice President, Finance and
Administration, Treasurer and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Eric Haskell

Eric Haskell
Executive Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
December 23, 2003