EXHIBIT 10.1

                     CONVERTIBLE TERM PROMISSORY NOTE
                                     

$50,000                                                  December 31, 1995


      In consideration of the loan (hereinafter referred to as a
"Loan") Competitive Technologies, Inc., a Delaware corporation (the
"Lender"), has made to Knowledge Solutions, Inc., a Delaware
corporation (the "Borrower"), and for value received, the Borrower
hereby promises to pay to the order of the Lender, at 1465 Post
Road East, Westport, CT 06881 or at such other place in the
continental United States as the Lender may designate in writing,
in lawful money of the United States, and in immediately available
funds, the principal sum of FIFTY THOUSAND and no/100 Dollars
($50,000).

      The unpaid principal balance of the Note shall be paid in full
on June 30, 1996, together with interest on the outstanding
principal amount from the date hereof, at a per annum rate equal to
one percent above the announced prime rate of the Midlantic Bank of
Philadelphia, Pennsylvania (the "Prime Rate").  Such interest rate
shall be changed when and as the Prime Rate changes.  In addition,
the Borrower shall pay on demand interest on any overdue payment of
principal and interest (to the extent legally enforceable) at the
fluctuating Prime Rate plus four percent (4%).

      The Borrower's obligations under this Note are secured in
accordance with a Security Agreement of even date herewith between
Borrower and Lender.  This Note is subordinated to the Borrower's
obligations to Safeguard Scientifics (Delaware), Inc. in accordance
with a subordination agreement dated on or about December 29, 1995.

      All payments made on this Note shall be applied, at the option
of the Lender, first to late charges and collection costs, if any,
then to accrued interest and then to principal.  Interest payable
hereunder shall be calculated for actual days elapsed on the basis
of a 360-day year.  Accrued and unpaid interest shall be due and
payable upon maturity of this Note.

      Notwithstanding anything in this Note, the interest rate
charged hereon shall not exceed the maximum rate allowable by
applicable law.  If any stated interest rate herein exceeds the
maximum allowable rate, then the interest rate shall be reduced to
the maximum allowable rate, and any excess payment of interest made
by Borrower at any time shall be applied to the unpaid balance of
any outstanding principal of this Note.

      The outstanding principal amount of this Note may be prepaid
in whole or in part without any prepayment penalty or premium at
any time or from time to time by Borrower upon notice to the
Lender; provided, that upon such payment any prepayment shall be
applied first to any interest due to the date of such prepayment
and thereafter shall be applied to principal hereunder.

      An Event of Default hereunder shall consist of:

           (i)     a default in the payment by the Borrower to
      the Lender of principal or interest under this Note as
      and when the same shall become due and payable;

           (ii)    an Event of Default under the Security
      Agreement;

           (iii)   an event of default by the Borrower under any
      other obligation, instrument, note or agreement for
      borrowed money, beyond any applicable notice and/or grace
      period;

           (iv)    institution of any proceeding by or against
      the Borrower under any present or future bankruptcy or
      insolvency statute or similar law and, if involuntary, if
      the same are not stayed or dismissed within sixty (60)
      days, or the Borrower's assignment for the benefit of
      creditors or the appointment of a receiver, trustee,
      conservator or other judicial representative for the
      Borrower or the Borrower's property or the Borrower's
      being adjudicated a bankrupt or insolvent.

Upon the occurrence of any event of default hereunder, this Note
shall automatically without any action or notice by Lender, be
accelerated and become immediately due and payable, and Lender
shall have all of the rights and remedies provided for in the
Security Agreement or otherwise available at law or in equity, all
of which remedies shall be cumulative.

      This Note is a convertible Note.  Lender shall have the
option, exercisable at any time upon written notice to Borrower, to
convert all or any portion of the principal amount of this Note
into shares of the Class A Common Stock of the Borrower at the
conversion price of $.80 per share of Class A Common Stock.

      In the event that Borrower successfully raises at least
$50,000 of additional financing, in the form of equity or grants or
any combination of the two, during the period from the day after
the date hereof to the date this Note becomes due and payable, then
the entire outstanding principal amount of this Note shall
automatically be converted into shares of Class A Common Stock of
Borrower at the conversion price of $.80 per share of Class A
Common Stock.  Additional borrowing by the Borrower will not be
counted toward the $50,000 of additional financing.

      The conversion price set forth above shall be adjusted
appropriately in the event of any stock split, combination, or
dividend effected by Borrower after the date of this Note.  In the
event that Borrower issues any shares of Common Stock or securities
convertible into or exercisable for shares of Common Stock after
the date of this Note for a price per share less than the
conversion price, then the conversion price shall be reduced to a
price per share equal to the price per share of such Common Stock
issued or issuable by the Borrower.  In the event of an issuance of
options, warrants or convertible securities by the Borrower, the
price per share of Common Stock issuable upon exercise or
conversion of such securities shall be equal to the price received
for such options, warrants or convertible securities, plus the
minimum additional price per share receivable upon the exercise or
conversion of such options, warrants or convertible securities.

      To exercise the foregoing conversion privilege, the Lender
shall surrender this Note to the Borrower at its principal office,
and shall give written notice to the Borrower at that office that
the Lender elects to convert this Note.  Such notice shall also
state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock issuable
upon such conversion shall be issued.  The date when such written
notice, accompanied by this Note, is received by the Borrower,
shall be the "Conversion Date."  As promptly as practicable after
the Conversion Date, the Borrower shall issue and deliver to the
Lender, or on its written order, such certificate or certificates
as it may request for the number of whole shares of Class A Common
Stock issuable upon the conversion of this Note.  Such conversion
shall be deemed to have been effected immediately prior to the
close of business on the Conversion Date.

      Neither the reference to nor the provisions of any agreement
or document referred to  herein shall affect or impair the absolute
and unconditional obligation of the Borrower to pay the principal
of and interest on this Note as herein provided.

      The Borrower hereby waivers presentment, demand, protest and
notice of dishonor and protest, and also waives all other
exemptions; and agrees that extension or extensions of the time of
payment of this Note or any installment or part thereof may be made
before, at or after maturity by agreement by the Lender.  Upon
default hereunder the Lender shall have the right to offset the
amount owed by the Borrower against any amounts owed by the Lender
in any capacity to the Borrower, whether or not due, and the Lender
shall be deemed to have exercised such right of offset and to have
made a charge against any such account or amounts immediately upon
the occurrence of an event of default hereunder even though such
charge is made or entered on the books of the Lender subsequent
thereto.  The Borrower shall pay to the Lender, upon demand, all
costs and expenses, including, without limitation, attorneys' fees
and legal expenses, that may be incurred by the Lender in
connection with the enforcement of this Note.

      Any failure by the Lender to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the
same or any other right at any time.  No amendment to or
modification of this Note shall be binding upon the Lender unless
in writing and signed by it.

      Any provision hereof found to be illegal, invalid or
unenforceable for any reason whatsoever shall not affect the
validity, legality or enforceability of the remainder hereof.

      This Note shall apply to and bind the successors of the
Borrower shall inure to the benefit of the Lender, its successors
and assigns.

      This Note shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Pennsylvania.  Borrower hereby
irrevocably consents to the jurisdiction of any state or federal
court in the Commonwealth of Pennsylvania in connection with any
action or proceeding under this Note or the Security Agreement, and
irrevocably agrees to service of process by certified mail, return
receipt requested, to Borrower's address set forth in the Security
Agreement.

      The Borrower has duly executed this Note as of the date first
above written.


ATTEST:                           KNOWLEDGE SOLUTIONS, INC.


 s/ Frank R. McPike, Jr.          By:   s/ George M. Stadler         
                                        George M. Stadler, CEO