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                                                                   Exhibit 10.37

                                    TERM NOTE

<<Loan_Amount>>                                                 February 3, 2000

         In consideration of the loan (hereinafter referred to as a "Loan")
Safeguard Scientifics, Inc., a Pennsylvania corporation (the "Lender"), has made
to <<Name>>, (the "Borrower"), and for value received, the Borrower hereby
promises to pay to the order of the Lender, at the Lender's office located at
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945, 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 <<Loan_Amount>>.

         The unpaid principal balance of the Note shall be paid, in full, on the
earlier of February 28, 2001 or Borrower's termination of employment.

         The Borrower hereby further promises to pay to the order of the Lender
interest on the outstanding principal amount from the date hereof, at a per
annum rate equal to 6.20% (the "Loan Rate"). The Borrower shall pay, on demand,
interest on any overdue payment of principal and interest (to the extent legally
enforceable) at the Loan Rate plus three percent (3%).

         Interest shall be payable upon maturity or early repayment of the
entire outstanding principal balance of the Note.

         All payments made on this Note (including, without limitation,
prepayments) 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. All accrued and unpaid interest shall be
due and payable upon maturity of this Note. After maturity or in the event of
default, interest shall continue to accrue on the Note at the rate set forth
above and shall be payable on demand of the Lender.

         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 any prepayment shall
be applied first to any interest due to the date of such prepayment on this Note
and thereafter shall be applied to the installments of principal hereunder in
the inverse order of maturity.

         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.


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         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; or

         (ii)     an event of default under the Pledge Agreement; or

         (iii) 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 an 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 herein or otherwise available at law or in equity, all of
which remedies shall be cumulative.

         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 waives 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.

         Notices required to be given hereunder shall be deemed validly given
(i) three business days after sent, postage prepaid, by certified mail, return
receipt requested, (ii) one business day after sent, charges paid by the sender,
by Federal Express Next Day Delivery or other guaranteed delivery service, (iii)
when sent by facsimile transmission, or (iv) when delivered by hand:


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         If to the Lender:         Safeguard Scientifics, Inc.
                                   800 The Safeguard Building
                                   435 Devon Park Drive
                                   Wayne, PA 19087-1945

         If to the Borrower:       <<Name>>
                                   <<Address1>>
                                   <<Address2>>

or to such other address, or in care of such other person, as the holder or the
Borrower shall hereafter specify to the other from time to time by due notice.

         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 and 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.

         IN WITNESS WHEREOF, the Borrower has duly executed this Term Note as of
the date first written above.

                                    ------------------------
                                    <<Name>>



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<TABLE>
<CAPTION>
Name                                                         Amount of Loan
<S>                                                          <C>
Harry Wallaesa                                               $98,544.18
John Halvey                                                  $76,365.00
</TABLE>