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EXHIBIT 10.18.6




UNCONDITIONAL GUARANTY




     For and in consideration of the loan to SAFEGUARD DELAWARE, INC. and
SAFEGUARD SCIENTIFICS (DELAWARE), INC. (collectively, the “Borrower”), which
loan is made pursuant to a Loan Agreement among Borrower and Comerica
Bank-California (“Bank”), as amended from time to time (the “Agreement”), and
acknowledging that Bank would not enter into the Agreement without the benefit
of this Guaranty, the undersigned SAFEGUARD SCIENTIFICS, INC. (“Guarantor”)
hereby unconditionally and irrevocably guarantees the prompt and complete
payment of all amounts that Borrower owes to Bank and performance by Borrower
of the Agreement and any other agreements between Borrower and Bank, as
amended from time to time (collectively referred to as the “Agreements”), in
strict accordance with their respective terms. The liability of Guarantor
hereunder shall not exceed a principal amount of $25,000,000 plus interest and
the fees and expenses incurred by Bank in enforcing the Loan Documents.



     1.  If Borrower does not pay any amount or perform its obligations in strict
accordance with the Agreements, Guarantor shall immediately
pay all amounts
due thereunder (including, without limitation, all principal, interest and
fees) and otherwise to proceed to complete the same and satisfy all of
Borrower’s obligations under the Agreements.



     2.  If there is more than one guarantor, the obligations hereunder are joint
and several, and whether or not there is more than one Guarantor, the
obligations hereunder are independent of the obligations of Borrower, and a
separate action or actions may be brought and prosecuted against Guarantor
whether action is brought against Borrower or whether Borrower be joined in
any such action or actions. Guarantor waives the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof, to
the extent permitted by law. Guarantor’s liability under this Guaranty is not
conditioned or contingent upon the genuineness, validity, regularity
or enforceability of the Agreements.




     3.  Guarantor authorizes Bank, without notice or demand and without affecting
its liability hereunder, from time to time to (a) renew, extend, or otherwise
change the terms of the Agreements or any part thereof; (b) take and hold
security for the payment of this Guaranty or the Agreements, and exchange,
enforce, waive and release any such security; and (c) apply such security and
direct the order or manner of sa
le thereof as Bank in its sole discretion may
determine.



     4.  Guarantor waives any right to require Bank to (a) proceed against Borrower
or any other person; (b) proceed against or exhaust any security held from
Borrower or any other person; or (c) pursue any other remedy in Bank’s power
whatsoever. Bank may, at its election, exercise or decline or fail to exercise
any right or remedy it may have against
 Borrower or any security held by Bank,
including without limitation the right to foreclose upon any such security by
judicial or nonjudicial sale, without affecting or impairing in any way the
liability of Guarantor hereunder. Guarantor waives any defense arising by
reason of any disability or other defense of Borrower or by reason of the
cessation from any cause whatsoever of the liability of Borrower (other than
payment of the Borrower’s obligations). Guarantor waives any setoff, defense or
counterclaim that Borrower may have against Bank. Guarantor waives any defense
arising out of the absence, impairment or loss of any right of reimbursement or
subrogation or any other rights against Borrower. Until all of the amounts that
Borrower owes to Bank have been paid in full, Guarantor shall have no right of
subrogation or reimbursement for claims arising out of or in connection with
this Guaranty, contribution or other rights against Borrower, and Guarantor
waives any right to enforce any remedy that Bank now has or may hereafter have
against Borrower. Guarantor waives all rights to participate in any security
now or hereafter held by Bank. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of protest, notices
of dishonor, and notices of acceptance of this Guaranty and of the existence,
creation, or incurring of new or additional indebtedness. Guarantor assumes the
responsibility for being and keeping itself informed of the financial condition
of Borrower and of all other circumstances bearing upon the risk of nonpayment
of any indebtedness or nonperformance of any obligation of Borrower, warrants
to Bank that it will keep so informed, and agrees that absent a request for
particular information by Guarantor, Bank shall not have any duty to advise
Guarantor of information known to Bank regarding such condition or any such
circumstances. Guarantor waives



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the benefits of California Civil Code sections 2809, 2810, 2819, 2845, 2847,
2848, 2849, 2850, 2899 and 3433.



     5.  If Borrower becomes insolvent or is adjudicated bankrupt or files a
petition for reorganization, arrangement, composition or similar relief under
any present or future provision of the United States Bankruptcy Code, or if
such a petition is filed against Borrower, and in any such proceeding some or
all of any indebtedness or obligations under the Agreements are terminated or
rejected or any obligation of Borrower is modified or abrogated, or if
Borrower’s obligations are otherwise avoided for any reason, Guarantor agrees
that Guarantor’s liability hereunder shall not thereby be affected or modified
and such liability shall continue in full force and effect as if no such
action or proceeding had occurred. This Guaranty shall continue to be
effective or be reinstated, as the case may be, if any payment must be
returned by Bank upon the insolvency, bankruptcy or reorganization of
Borrower, Guarantor, any other guarantor, or otherwise, as though such payment
had not been made.



     6.  Any indebtedness of Borrower now or hereafter held by Guarantor is hereby
subordinated to any indebtedness of Borrower to Bank; and, until all of
Borrower’s obligations are satisfied, such indebtedness of Borrower to
Guarantor shall be collected, enforced and received by Guarantor as trustee
for Bank and be paid over to Bank on account of the indebtedness of Borrower
to Bank but without reducing or affecting in any manner the liability of
Guarantor under the other provisions of this Guaranty.



     7.  Guarantor agrees to pay reasonable attorneys’ fee
s and all other costs and
expenses which may be incurred by Bank or any Lender in the enforcement of
this Guaranty. No terms or provisions of this Guaranty may be changed, waived,
revoked or amended without Bank’s prior written consent. Should any provision
of this Guaranty be determined by a court of competent jurisdiction to be
unenforceable, all of the other provisions shall remain effective. This
Guaranty, together with any agreements (including without limitation any
security agreements or
any pledge agreements) executed in connection with this
Guaranty, embodies the entire agreement among the parties hereto with respect
to the matters set forth herein, and supersedes all prior agreements among the
parties with respect to the matters set forth herein. No course of prior
dealing among the parties, no usage of trade, and no parol or extrinsic
evidence of any nature shall be used to supplement, modify or vary any of the
terms hereof. There are no conditions to the full effectiveness of this
Guaranty. Bank may assign this Guaranty without in any way affecting
Guarantor’s liability under it. This Guaranty shall inure to the benefit of
Bank and its successors and assigns. This Guaranty is in addition to the
guaranties of any other guarantors and any and all other guaranties of
Borrower’s indebtedness or liabilities to Bank.



     8.  Guarantor represents and warrants to Bank that (i) Guarantor has taken all
necessary and appropriate action to authorize the execution, delivery and
performance of this Guaranty, (ii) execution, delivery and performance of this
Guaranty do not conflict with or result in a breach of or constitute a default
under Guarantor’s organizational documents or agreements to which it is party
or by which it is bound, and (iii) this Guaranty constitutes a valid and
binding obligation, enforceable against Guarantor in accordance with its terms.



     9.  Guarantor covenants and agrees that Guarantor shall do all of the
following:



          9.1  Guarantor shall maintain its existence, remain in good standing in its
state of organization, and continue to qualify in each jurisdiction in which
the failure to so qualify could have a material adverse effect on the
financial condition, operations or business of Guarantor. Guarantor
shall
maintain in force all licenses, approvals and agreements, the loss of which is
reasonably likely to have a material adverse effect on its financial
condition, operations or business.



          9.2  Guarantor shall comply with all statutes, laws, ordinances, directives,
orders, and government rules and regulations to which it is subject if
non-compliance with such laws would reasonably be expected to adversely affect
the financial
condition, operations or business of Guarantor.



          9.3  At any time and from time to time Guarantor shall execute and deliver such
further instruments and take such further action as may reasonably be requested
by Bank to effect the purposes of this Guaranty.



          9.4  Guarantor shall not transfer, assign, encumber or otherwise dispose of
any shares of



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capital stock or other equity interest Guarantor may now have or hereafter
acquire in Borrower.



     10.  Effectiveness; Binding Effect: Governing Law. This Guaranty shall
become effective when it shall have been executed by Guarantor and thereafter
shall be binding upon and inure to the benefit of Bank and its successors and
assigns. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW
DOCTRINE.



     11.  Waiver of Jury Trial. GUARANTOR AND BANK HEREBY AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS GUARANTY,
 ANY OF THE LOAN DOCUMENTS, OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. The scope of
this waiver is intended to be all-encompassing of any and all disputes that
may be filed in any court and that relate to the subject matter of this
transaction, including contract claims, tort claims, breach of duty claims,
and all other common law and statutory claims. Guarantor and Bank each
acknowledge that this waiver is a material inducement to enter into a business
relations
hip, that each has already relied on the waiver in entering into this
Agreement, and that each will continue to rely on the waiver in their related
future dealings. Guarantor and Bank further warrant and represent that each
has reviewed this waiver with its legal counsel, and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE LOAN
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN. In
the event of litigation, this Agreement may be filed as a written consent to a
trial by the court.



     12.  Consent to Jurisdiction; Venue; Bank for Service of Process. All judicial
proceedings brought against the Guarantor or the Lenders with respect
 to this
Guaranty and the Loan Documents may be brought in any state or federal court of
competent jurisdiction in the County of Santa Clara in the State of California,
and by execution and delivery of this Guaranty, Guarantor accepts for itself
and in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Guaranty.
Guarantor and Bank irrevocably waive any right they may have to assert the
doctrine of forum non conveniens or to object to venue to the extent any
proceeding is brought in accordance with this Section. Guarantor and Bank
designate and appoint each Responsible Officer, from time to time, and such
other Persons as may hereafter be selected by Guarantor and Bank irrevocably
agreeing in writing to so serve as their agent to receive on their behalf
service of all process in any such proceedings in any such court, such service
being hereby acknowledged by Guarantor and Bank to be effective and binding
service in every respect. A copy of any such process so served shall be mailed
by registered mail to Guarantor and Bank at the address provided in the
applicable signature page hereto, except that unless otherwise provided by
applicable law, any failure to mail such copy shall not affect the validity of
service of process. If any agent is appointed by Guarantor and such agent
refuse to accept service, Guarantor and Bank hereby agree that service upon it
by mail shall constitute sufficient notice. Nothing herein shall affect the
right to serve process in any other manner permitted by law.



     IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty
as of May 10, 2002.


	 	 	 	 	 
	 	SAFEGUARD SCIENTIFICS, INC.

 	 
	 	By:  	/s/ Christopher J. Davis
 	 
	 	 	Title: Managing Director/CFO 	 
	 	 	 	 
	 





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