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EXHIBIT 10.40
                                          
                          CONFIDENTIAL TREATMENT REQUESTED
                                          
    CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS OF THIS AGREEMENT
         MARKED [*].  THE OMITTED PORTIONS OF THIS AGREEMENT HAVE BEEN FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
                                          
                         SECOND AMENDMENT TO LOAN AGREEMENT


          THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is 
entered into by and between ORYX TECHNOLOGY CORP., a Delaware corporation 
("Borrower") SURGX CORPORATION, a Delaware corporation ("Guarantor") and  [*] 
("[*]").

          WHEREAS, Borrower and [*] entered into that certain Loan Agreement 
dated as of May 29, 1997, as amended from time to time (collectively, the 
"Loan Agreement"); and

          WHEREAS, the Loan Agreement currently governs a revolving line of 
credit in the maximum amount of $1,500,000.00 (the "Line of Credit") provided 
by [*] to Borrower, as currently evidenced by that certain Revolving Credit 
Promissory Note dated May 29, 1997 payable by Borrower to the order of [*] in 
the stated principal amount of $1,500,000.00 (the "Revolving Note"); and

          WHEREAS, the Loan Agreement, the Revolving Note and all other 
documents evidencing, securing, governing, guaranteeing and/or pertaining to 
the Revolving Note are hereinafter referred to collectively as the "Loan 
Documents"; and

          WHEREAS, the parties hereto now desire to modify the Loan Agreement 
as hereinafter provided;

          NOW, THEREFORE, in consideration of the mutual covenants, 
representations, warranties, and agreements contained herein, and for other 
valuable consideration, the receipt and legal sufficiency of which are hereby 
acknowledged, the parties hereto agree as follows:

                                     ARTICLE I
                                    DEFINITIONS

Section 1.01  The terms used in this Amendment to the extent not otherwise 
defined herein shall have the same meanings as in the Loan Agreement.

                                     ARTICLE II
                                     AMENDMENTS

Section 2.01  Effective as of the date hereof, the definition of "Guarantors" 
set forth in Section 1 of the Loan Agreement shall be amended to be SURGX 
CORPORATION.

Section 2.02  Effective as of March 2, 1998, the definition of "Line of 
Credit Amount" set forth in Section 1 of the Loan Agreement shall be 
$500,000.00.

Section 2.03  Effective as of March 2, 1998, the definition of "Purchase
Agreement" set forth in Section 1 of the Loan Agreement shall be that certain
Revolving Account Transfer and Purchase Agreement ( Batch) dated March 2, 1998
between [*], Borrower and Guarantor, as may be amended from time to time.

Section 2.04  Effective as of the date hereof, a new Subsection 2b of the 
Loan Agreement is hereby added to the Loan Agreement to read in its entirety 
as follows:

          "(b) TERM LOAN.  Subject to the terms and conditions set forth
               herein, [*] agrees to lend to Borrower, on a non-revolving basis
               from time to time during the period commencing February 26, 1998
               and continuing through the maturity date of the Note evidencing
               this Credit Facility from time to time, an aggregate amount not
               to


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               exceed $1,000,000.00 (the "Term Loan").  The sums advanced
               under the Term Loan shall be used for working capital purposes."
          
Section 2.05  Effective as of the date hereof, a new Subsection 6d is hereby
added to the Loan Agreement to read in its entirety as follows:

          "(d) ORIGINATION FEE.  Borrower agrees to pay [*] a facility fee equal
               to $10,000.00 (the "Origination Fee") on the date of the initial
               advance, if any, under the Term Loan.  Borrower hereby authorizes
               [*], in [*]'s sole discretion, to collect such Origination Fee
               (i) by deducting such fee from the initial advance, if any,
               under the Term Loan, (ii) by debiting the Debit Account, or
               (iii) by using any combination of the foregoing.  This
               authorization does not affect Borrower's obligation to pay such
               sums to [*] when due.  Borrower and [*] acknowledge and agree
               that the Origination Fee is reasonable compensation to [*] for
               continuing to make the Term Loan available to Borrower and for
               no other purpose."

Section 2.06  Effective as of the date hereof, Subsection 12b of the Loan
Agreement is hereby amended in its entirety to read as follows:

          "(b) INVENTORY MAINTENANCE CERTIFICATE.  An Inventory Maintenance
               Certificate, in the form attached hereto as Schedule A, signed
               by an officer of the Borrower, within 3 days after the end of
               each month."

Section 2.07  Effective as of the date hereof, Subsection 12c of the Loan
Agreement is hereby amended in its entirety to read as follows:

          "(c) INVENTORY LISTING.  A list of Borrower's inventory by location
               and type (to include the following:  raw materials, work in
               process and finished goods) within 3 days after the end of
               each month, in form and detail satisfactory to [*]."


                                    ARTICLE III
                                        NOTE

Section 3.01  Contemporaneously with the execution hereof, Borrower agrees to 
execute and deliver to [*] a promissory note (the "Term Note") in the stated 
principal amount of $1,000,000.00, in form and substance satisfactory to [*], 
to evidence the Term Loan.  The Term Note shall be one of the "Notes", as 
defined in the Loan Agreement, for all purposes.

Section 3.02 Contemporaneously with the execution hereof, Borrower agrees to 
execute and deliver to [*] a promissory note (the "Modified Revolving Note") 
in the stated principal amount of $500,000.00, in form and substance 
satisfactory to [*], in amendment, extension and modification of the 
Revolving Note.

                                          
                                     ARTICLE IV
            REPRESENTATIONS, WARRANTIES, RATIFICATION AND REAFFIRMATION

Section 4.01  Borrower hereby represents and warrants that: (i) the 
representations and warranties contained in the Loan Agreement are true and 
correct on and as of the date hereof as though made on and as of the date 
hereof, (ii) no event has occurred and is continuing that constitutes an 
Event of Default or would constitute an Event of Default but for the 
requirement of notice or lapse of time or both, and (iii) there are no claims 
or offsets against, or defenses or counterclaims to, the Loan Documents, the 
indebtedness evidenced thereby or the liens securing same (including without 
limitation, any defenses or offsets resulting from or arising out of breach 
of contract or duty, the amount of interest charged, collected or received on 
the Loan Documents heretofore, or breach of any commitments or promises of 
any type).

Section 4.02  The terms and provisions set forth in this Amendment shall 
modify and supersede all inconsistent terms and provisions set forth in the 
Loan Agreement, but except as expressly modified and superseded by this 
Amendment, the terms and provisions of the Loan Agreement are ratified and 
confirmed and shall continue in full force and effect, Borrower hereby 
agreeing that the Loan Agreement and the other Loan Documents (except as set 
forth in Section 4.03 below) are and shall continue to be outstanding, 
validly existing and enforceable in accordance with their respective terms.

Section 4.03 [*] consents to the sale by Borrower of all of the capital stock 
of Oryx Instruments and Materials Corporation ("I&M") to Oryx Instruments 
Corp. and the sale of substantially all of the assets of Oryx Power Products 
Corporation ("Power Products") to Todd Products and agrees that any such sale 
shall not be an Event of Default under the Loan Agreement and the

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other Loan Documents.  Once [*] receives a copy of the executed documents 
evidencing each such sale and such sale has been completed, [*] agrees to 
promptly release its security interest and liens in the assets of I&M and 
Power Products (other than the accounts purchased by [*] from I&M and Power 
Products) and release I&M and Power Products from their respective guarantees 
of the Line of Credit.

Section 4.04  Guarantor previously executed that certain guaranty agreement 
(the "Guaranty Agreement") dated May 29, 1997, for the benefit of [*] to 
unconditionally guarantee the payment and performance by Borrower of certain 
indebtedness owing to [*] described therein, including without limitation, 
the indebtedness evidenced by the Revolving Note.  Guarantor, by executing 
this Amendment hereby consents to this Amendment and agrees that, 
notwithstanding the execution of this Amendment and the Modified Revolving 
Note (a) the obligations of the Guarantor under the Guaranty Agreement remain 
in full force and effect with respect to the Revolving Note, as amended, 
extended and modified by the Modified Revolving Note, and (b) the term 
"Guaranteed Indebtedness" under the Guaranty Agreement also includes the 
indebtedness owing under the Term Note. Guarantor acknowledges and agrees 
that there are no claims or offsets against, or defenses or counterclaims to, 
the terms and provisions of the Guaranty Agreement or the obligations created 
or evidenced thereby. 

                                     ARTICLE V
                                   MISCELLANEOUS

Section 5.01  Each of the Loan Documents is hereby amended so that any 
reference in the Loan Documents to the Loan Agreement shall mean a reference 
to the Loan Agreement as amended hereby.

Section 5.02  This Amendment may be executed simultaneously in one or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

Section 5.03  The Agreement and this Amendment have been entered into in [*], 
[*] and shall be performable for all purposes in  [*], [*].  THE AGREEMENT, 
AS AMENDED HEREBY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
LAWS OF THE STATE OF [*].  Courts within the State of [*] shall have 
jurisdiction over any and all disputes arising under or pertaining to the 
Agreement, as amended hereby, and venue in any such dispute shall be the 
courts located in [*], [*].

Section 5.04  This Amendment shall not become effective until executed by  [*]
 .

          EXECUTED as of February 27, 1998.

                                            BORROWER:

                                            ORYX TECHNOLOGY CORP.
                                   

                                            By:    _________________________
                                            Name:  Philip Micciche
                                            Title: Chief Executive Officer


                                            GUARANTOR:

                                            SURGX CORPORATION

                                            By:    _________________________
                                            Name:  Philip Micciche
                                            Title: Chief Executive Officer


                                            [*] :

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                                            By:    _________________________
                                            Name:  [*]
                                            Title: [*]




















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