AMENDED AND RESTATED REVOLVING NOTE



$30,000,000.00                     June 30, 1994
                                   Philadelphia, Pennsylvania



     FOR VALUE RECEIVED, SAFEGUARD SCIENTIFICS, INC., a Pennsylvania
corporation, and SAFEGUARD SCIENTIFICS (DELAWARE), INC., a Delaware
corporation (collectively, the "Borrowers"),
jointly and severally, promise to pay to the order of CONTINENTAL BANK
(the "Bank") on March 31, 1997, the principal sum of THIRTY MILLION AND
00/100 DOLLARS ($30,000,000.00) (or such lesser amount as shall equal the
aggregate principal amount of the Revolving Loan outstanding from time to
time made by the Bank under the Credit Agreement referred to below), in
lawful money of the United States of America and in immediately available
funds, and to pay interest on the unpaid principal amount of each such
Loan, in like money and funds, at the rates per annum and on the dates
hereinafter provided.

     This Note ("Note") is the Revolving Loan Note referred to in that
certain Amended and Restated Credit Agreement dated         , 1994
between the Borrowers and the Bank, (said Credit Agreement, as amended
from time to time, being herein called the "Credit Agreement").  This
Note is entitled to certain security as further described in the Credit
Agreement.  Capitalized terms used in this Note have the respective
meanings assigned to them in the Credit Agreement.

     This Note shall bear interest and shall be repaid as set forth in
the Credit Agreement.

     The Borrowers may at their option prepay all or any part of the
principal of this Note before maturity, subject to the terms provided in
the Credit Agreement.

     This Note has been executed and delivered in Philadelphia,
Pennsylvania, and shall be governed by, and construed and interpreted in
accordance with, the laws of the Commonwealth of Pennsylvania applicable
to contracts executed and to be performed therein.

     Each Borrower irrevocably waives trial by jury in any action or
proceeding in any court with respect to, in connection with, or arising
out of, this Note, the Credit Agreement, or any other instrument or
document delivered pursuant to the Credit Agreement, or the validity,
protection, interpretation, or collection thereof.

     The parties hereto intend this Note to take effect as an instrument
under seal.


                         SAFEGUARD SCIENTIFICS, INC.


                         BY:
                            ---------------------------------


                         ATTEST:
                                -----------------------------


                                        (Corporate Seal)


                         SAFEGUARD SCIENTIFICS (DELAWARE) INC.


                         BY:
                            ----------------------------------


                         ATTEST:
                                ------------------------------



                                        (Corporate Seal)