Related Party Transactions and Outside Related Director Information

Systems & Computer Technology Corporation (Retired) (SCTC.X)

Mr. Unterberg is a director of the company and a member of the Audit Committee. During fiscal 2002, the company paid C.E. Unterberg, Towbin fees for investment banking services rendered in connection with the divestiture by the company of its manufacturing software and services business, and has an agreement to pay the firm for services provided in connection with future merger and acquisition activity of the company. Mr. Unterberg is Chairman of C.E. Unterberg, Towbin.

On May 21, 2001, Mr. Emmi signed a Secured Promissory Note providing for up to six monthly advances by the company to Mr. Emmi in amounts not to exceed $20,000 in any month. The note bears interest at 7% per annum and was secured by 40,000 shares of company common stock owned by Mr. Emmi. On December 31, 2001, the principal amount outstanding under the note was $84,158.28, which was the largest principal amount outstanding at any time during fiscal year 2002. As part of the consideration received by Mr. Emmi upon his retirement from the company, in lieu of paying Mr. Emmi a transaction bonus for the sale of the company's government software and services business, the company reduced the amount of the indebtedness under the note by $78,400 and the company released 37,333 of the shares that had secured Mr. Emmi's obligation under the note. Accordingly, 2,667 of Mr. Emmi's shares of the company's common stock continue to secure Mr. Emmi's obligation under the note. On December 31, 2002, the principal amount outstanding under the note was $8,430.