0001047469-04-002328 Sample Contracts

FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Rights Agreement • January 29th, 2004 • Sanchez Computer Associates Inc • Services-computer integrated systems design • New York

FIRST AMENDMENT, dated January 27, 2004 (this "Amendment"), to Shareholder Rights Agreement, dated as of February 28, 2003 (the "Rights Agreement"), by and between Sanchez Computer Associates, Inc., a Pennsylvania corporation (the "Company") and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"). All capitalized terms used but not defined herein shall have the meaning set forth in the Rights Agreement.

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