AMENDMENT TO SECOND AMENDED   
               AND RESTATED LOAN AND SECURITY AGREEMENT 
 
 
     THIS AMENDMENT made this 3rd day of August, 1995 between SAFEGUARD 
SCIENTIFICS, INC. and SAFEGUARD SCIENTIFICS (DELAWARE) INC. ("Borrower") 
and MIDLANTIC BANK, N.A. ("Bank").   
 
BACKGROUND 
     The parties are parties to that certain Second Amended and Restated 
Loan and Security Agreement dated February 1, 1995 (as amended to date, 
the "Loan Agreement"), and desire hereby to further amend the same as 
herein set forth.  Capitalized terms used herein which are not defined 
herein shall have the meaning given thereto in the Loan Agreement. 
     NOW, THEREFORE, the parties hereto, INTENDING TO BE LEGALLY BOUND, 
agree as follows:
 
     1.  Modifications. 
 
         a) Effective August 3, 1995, the "Revolving Loan Commitment" 
   shall be increased to $100,000,000, as the same may be reduced 
   pursuant to Section 2.2 of the Loan Agreement. 
         b) Effective for all LIBOR Rate advances made on or after 
   August 3, 1995, each reference in Section 2.8(c)(A)(ii) of the Loan 
   Agreement to "2.25 percentage points" shall be changed to "1.75
   percentage points".  
         c) Effective August 3, 1995, the definition of "Collateral 
   Coverage Base" as set forth in Section 1.1 of the Loan Agreement is 
   hereby revised to read as follows: 

     "'Collateral Coverage Base' - a dollar amount equal to the 
   following percentages of the value of the Collateral Coverage 
   Securities, in no event, however, to exceed the lesser of (i) as to 
   Collateral Coverage Securities which constitute "margin stock" 
   pursuant to Regulation U of the Board of Governors of the Federal 
   Reserve System, 12 C.F.R. 221 et seq. ("Regulation U"), 50% (or the 
   then maximum "loan value" for margin stock pursuant to Regulation U) 
   of the value of such Collateral Coverage Securities, and (ii) the 
   following dollar maximum specified for each type of Collateral 
   Coverage Securities: 

   Securities               %               Maximum $ 
   ----------              ---              --------- 
   CompuCom                33.33%          $25 Million 
   Cambridge               40%             $40 Million 
   Novell                  50%                    N/A 
   Sybase                  50%                    N/A 
   Coherent                40%             $35 Million 
   Tangram                 25%              $5 Million 
   Gandalf                 25%              $5 Million" 

         d) Effective August 3, 1995, Section 2.17 of the Loan Agreement 
   is restated in its entirety to read as follows: 
            "SECTION 2.17 Participations.  Borrowers acknowledge that 
   67.50% of the Revolving Loan (and each cash advance and letter of 
   credit made or issued thereunder) is being and is intended hereafter 
   to be funded by Meridian Bank, First Bank, National Association and 
   PNC Bank, National Association (each a "Participant") as participants 
   of Bank in the Loan, all as more fully set forth in that certain 
   Amended and Restated Participation Agreement dated as of February 1, 
   1995 (as amended from time-to-time, the "Participation Agreement").  
   In this regard, Borrowers agree that: 
      (A) Bank may from time-to-time provide financial and other 
   information concerning the Borrowers to each Participant and, with 
   Borrowers' prior consent, to any other prospective participant, and 
      (B) Should any Participant default under its obligations to Bank 
   to fund any portion of its participation in the Loan, or should the 
   participation of any Participant be terminated by Bank at either 
   Borrower's request (to the extent Bank has the right to do so under 
   its arrangements with such Participant), Bank will have no obligation 
   to fund (including by issuance of letters of credit) any Loan to the 
   extent of such Participant's share thereof." 
     2.  Reaffirmation. Borrower hereby reaffirms and confirms all of 
its obligations and liabilities under the Loan Agreement and all 
documents executed in connection therewith, agrees that the same remain 
unchanged (except as amended pursuant to this Amendment) and in full 
force and effect and that Borrower is indebted to Bank under the terms 
thereof without defense, set-off, recoupment, charge, discount, claim or 
counterclaim of any kind.   


     IN WITNESS WHEREOF, the undersigned have executed this Amendment 
the day and year first above written. 
 
                         SAFEGUARD SCIENTIFICS, INC. 
 
 
                         By:    /s/Michael W. Miles 
                                   Vice President, Corporate Controller 
 
 
                         Attest:/s/Deirdre Blackburn 
                                   Assistant Secretary 
 
 
                         SAFEGUARD SCIENTIFICS (DELAWARE) INC. 
 
 
                         By:    /s/Michael W. Miles 
                                   Assistant Treasurer 
 
 
                         Attest: /s/Deirdre Blackburn 
                                   Assistant Secretary 
                 
 
                         MIDLANTIC BANK, N.A. 
 
 
                         By:       /s/Joseph Meterchick 
                                   Vice President