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EXHIBIT 10.38
                                          

                          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.

                                          
                         FIRST AMENDMENT TO LOAN AGREEMENT


          THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is 
entered into by and between ORYX TECHNOLOGY CORPORATION, a Delaware 
corporation ("Borrower"), ORYX INSTRUMENTS AND MATERIALS CORPORATION, SURGX 
CORPORATION and ORYX POWER PRODUCTS CORPORATION (collectively the 
"Guarantors") 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 (i) 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 is 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, 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 2.02  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 The parties hereto acknowledge and agree that notwithstanding 
this Amendment, the Revolving Note continues to evidence the indebtedness 
arising under the Line of Credit.  

                                     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 


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agreeing that the Loan Agreement and the other Loan Documents are and shall 
continue to be outstanding, validly existing and enforceable in accordance 
with their respective terms.

Section 4.03  Guarantors previously executed those 3 certain guaranty 
agreements (collectively the "Guaranty Agreements") each dated May 29, 1997, 
executed by the Guarantors 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.  Guarantors, by executing this 
Amendment, hereby consent to this Amendment and agree that, notwithstanding 
the execution of this Amendment the obligations of the Guarantors under the 
Guaranty Agreements remain in full force and effect with respect to the 
Revolving Note and that this Amendment does not in any manner impair, alter 
or modify the obligations of the Guarantors under the Guaranty Agreements.  
Guarantors acknowledge and agree that there are no claims or offsets against, 
or defenses or counterclaims to, the terms and provisions of the Guaranty 
Agreements 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 ____, 1998.

                                        BORROWER:

                                        ORYX TECHNOLOGY CORPORATION


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


                                        GUARANTORS:

                                        ORYX INSTRUMENTS AND MATERIALS
                                        CORPORATION


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


                                        SURGX CORPORATION


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


                                        ORYX POWER PRODUCTS CORPORATION


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


                                        [*]:


                                        By:    __________________________
                                        Name:  [*]
                                        Title: [*]


















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