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EXHIBIT 10.1



FOURTH AMENDMENT

TO

LOAN AGREEMENT




                    This Fourth Amendment to Loan Agreement is entered into as of September
30, 2004 (the “Amendment”), by and among COMERICA BANK, successor by merger to
Comerica Bank – California (“Bank”), SAFEGUARD DELAWARE, INC. (“Safeguard
Delaware”) and SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“Safeguard Scientifics”;
Safeguard Scientifics and Safeguard Delaware are sometimes referred to,
individually, as a “Borrower” and collectively, the “Borrowers”).



RECITALS




                    Borrowers and Bank are parties to that certain Loan Agreement dated as of
May 10, 2002, as amended, including without limitation by a First Amendment to
Loan Agreement dated as of May 9, 2003, a Second Amendment to Loan Agreement
dated as of February 12, 2004, and a Third Amendment to Loan Agreement dated as
of May 8, 2004 (as so amended, the “Agreement”). The parties desire to further
amend the Agreement in accordance with the terms of this Amendment.



                    NOW, THEREFORE, the parties agree as follows:



                    1.           The following definitions are hereby added to or amended in Section 1.1
of the Agreement to read as follows:




                              “Credit Extension” means each Advance, Letter of Credit,
Private Partner Guaranty, Facility 2 Letter of Credit, or any
other extension of credit by Bank for the benefit of Borrowers
hereunder.




                              “Facility 2 Letter of Credit Line” means aggregate Credit
Extensions of up to Ten Million Dollars ($10,000,000).




                              “Facility 2 Letter of Credit Maturity Date” means May 9,
2005.




                              “Revolving Line” means aggregate Credit Extensions of up to
Forty Five Million Dollars ($45,000,000).




                              “Revolving Maturity Date” means May 9, 2005.



                    2.           A new Section 2.1(c) is hereby added to the Agreement to read as
follows:




                              (c)           Facility 2 Letters of Credit.




                                              (i)           Subject to the terms and conditions of this Agreement, at
any time prior to the Facility 2 Letter of Credit Maturity Date,
Bank agrees to issue or cause to be issued letters of credit for
the account of a Borrower (each, a “Facility 2 Letter of Credit”
and collectively, the “Facility 2 Letters of Credit”) in an
aggregate outstanding face amount (including any drawn but
unreimbursed amounts) not to exceed the Facility 2 Letter of
Credit Line. All Facility 2 Letters of Credit shall be, in form
and substance, acceptable to Bank in its sole discretion and shall
be subject to the terms and conditions of Bank’s form of standard
application and letter of credit agreement, as amended (the
“Application”), which Borrowers hereby agree to



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execute, including Bank’s standard fee equal to 0.50% per
annum of the face amount of each Facility 2 Letter of Credit. To
the extent there is a conflict between this Agreement and the
Application, the terms of this Agreement shall govern. Any drawn
but unreimbursed amounts under a Facility 2 Letter of Credit will
accrue interest at the Prime Rate, which interest shall be payable
monthly on the first (1st) day of each month. Payment of interest
shall not relieve Borrower of its obligation to reimburse Bank
immediately for any drawing made under a Facility 2 Letter of
Credit. Prior to the Facility 2 Letter of Credit Maturity Date,
Borrowers shall secure in cash all obligations under any
outstanding Facility 2 Letters of Credit on terms acceptable to
Bank. At such time after the Facility 2 Letter of Credit Maturity
Date as all remaining Facility 2 Letters of Credit have been
secured by cash collateral as set forth in the preceding sentence,
and so long as all other Obligations have been repaid in full,
Bank’s security interest in all of Borrowers’ assets other than
such cash collateral shall immediately terminate, and Bank shall
take all actions reasonably necessary to effect such termination.
Borrowers may not request cash advances under the Facility 2
Letter of Credit Line.




                                              (ii)           The obligation of Borrowers to reimburse Bank for
drawings made under Facility 2 Letters of Credit shall be
absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement, the
Application, and such Facility 2 Letters of Credit, under all
circumstances whatsoever. Borrowers shall indemnify, defend,
protect, and hold Bank harmless from any loss, cost, expense or
liability, including, without limitation, reasonable attorneys’
fees, arising out of or in connection with any Facility 2 Letters
of Credit, except for expenses caused by the gross negligence or
willful misconduct of Bank, its employees, agents and
representatives.



                    3.           Section 2.4(a) of the Agreement is hereby amended in its entirety to
read as follows:




                              (a)           Commitment Fee. Borrowers shall pay to Bank a Commitment
Fee equal to 0.0125% per annum of the average unused portion of
the Revolving Line and the Facility 2 Letter of Credit Line. Such
fee shall be payable in quarterly installments on the last day of
each quarter or, in the case of the quarter in which the final
maturity of the Obligations falls, on such final maturity date.
Each quarterly installment shall be calculated on the average
unused portion of the Revolving Line plus the average unused
portion of the Facility 2 Letter of Credit Line during such
quarter (provided that such fee shall be waived in any quarter in
which the average daily balance of Borrowers’ deposits with Bank
in such quarter exceeds $20,000,000); and



                    4.           A new Section 3.3 is hereby added to the Agreement to read as follows:




              3.3           Additional Condition Precedent to all Credit Extensions.
The obligation of Bank to make each Credit Extension is subject to
the condition precedent that the balance of Borrower’s cash and
Cash Equivalents be such that Borrowers will be in compliance with
Section 5.8 both before and after the making of the requested
Credit Extension.



                    5.           Sections 5.7 and 5.8 of the Agreement are hereby amended to read as
follows:




              5.7           [Intentionally Omitted.]




              5.8           Depository Balances. At all times during the term of
this Agreement, Borrowers, collectively, shall maintain in
unrestricted deposit accounts maintained by Bank, or in
certificates of deposit issued by Bank, a balance of cash and Cash
Equivalents that is at least equal to the outstanding balance of
the Credit Extensions (including without limitation any contingent
obligations such as letters of credit and private partner
guaranties). Borrowers shall maintain their principal depository
accounts with Bank. Each Borrower authorizes Bank to decline to
honor any checks, drafts or other items of payment or directions
to wire or otherwise



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transfer funds from Bank if and to the extent that, after giving
effect to the payment of any such item or transfer of such funds,
Borrowers would not be in compliance with this Section.



                    6.           Exhibit B to the Agreement is hereby amended to read as Exhibit B
attached hereto.



                    7.           As set forth in Section 8.6 of the Agreement, Borrowers have granted
and continue to grant to Bank a security interest in all deposit accounts,
money market accounts, certificates of deposit, and any other accounts held by
a Borrower or Borrowers at Bank, together with all property now or in the
future held therein and all substitutions thereof, all interest paid thereon,
and all other cash and noncash proceeds of the foregoing, as security for the
prompt performance of the Obligations, including without limitation the
additional Obligations under the Facility 2 Letter of Credit Line.



                    8.           Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects. Each
Borrower ratifies and reaffirms the continuing effectiveness of the Agreement
and all instruments, documents and agreements entered into in connection with
the Agreement.



                    9.           Each Borrower represents and warrants that the Representations and
Warranties contained in the Agreement (other than those that relate to a
specific date, which representations and warranties are true and correct as of
such date) are true and correct as of the date of this Amendment, and that no
Event of Default has occurred and is continuing.



                    10.           This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.



                    11.           As a condition to the effectiveness of this Amendment, Bank shall have
received, in form and substance satisfactory to Bank, the following:



                                      (a)           this Amendment, duly executed by Borrowers;



                                      (b)           Resolutions to Borrow from each Borrower;



                                      (c)           Disbursement Instructions and Auto-Debit Authorization;



                                      (d)           an Affirmation and Amendment of Guaranty;



                                      (e)           an opinion of counsel to Borrowers and Guarantor;



                                      (f)           an amount equal to all Bank Expenses incurred through the date of this
Amendment; and



                                      (g)           such other documents, and completion of such other matters, as Bank
may reasonably deem necessary or appropriate.



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                    IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.



	 	 	 	 	 
	 	 	SAFEGUARD DELAWARE, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	By:	 	/s/ Steve Grenfell
	 
	 	 	 	
 
	 
	 	 	 	 
	 
	 	Title:	 	Vice President
	 
	 	 	 	
 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	SAFEGUARD SCIENTIFICS

(DELAWARE), INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	By:	 	/s/ Steve Grenfell
	 
	 	 	 	
 
	 
	 	 	 	 
	 
	 	Title:	 	Vice President
	 
	 	 	 	
 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	By:	 	/s/ Talene Salmastlian
	 
	 	 	 	
 
	 
	 	 	 	 
	 
	 	Title:	 	Corporate Banking Officer
	 
	 	 	 	
 





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EXHIBIT B


COMPLIANCE CERTIFICATE



	 	 	 
	TO:
	 	COMERICA BANK
	 
	 	 
	FROM:
	 	SAFEGUARD DELAWARE, INC. & SAFEGUARD SCIENTIFICS (DELAWARE), INC.





               The undersigned authorized officer of SAFEGUARD DELAWARE, INC. and
SAFEGUARD SCIENTIFICS (DELAWARE), INC. hereby certifies that in accordance with
the terms and conditions of the Loan Agreement between Borrowers and Bank (the
“Agreement”), (i) each Borrower is in complete compliance for the period ending                                        with all required covenants except as noted below and (ii) all
representations and warranties of each Borrower stated in the Agreement are
true and correct in all material respects as of the date hereof. Attached
herewith are the required documents supporting the above certification. The
Officer further certifies that these are prepared in accordance with Generally
Accepted Accounting Principles (GAAP) and are consistently applied from one
period to the next except as explained in an accompanying letter or footnotes.


Please indicate compliance status by circling Yes/No under “Complies” column.



	 	 	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies
	 
	 	 	 	 	 	 
	Guarantor:
	 	 	 	 	 	 
	10(Q)
	 	Quarterly within 45 days (excluding fye)	 	Yes	 	No
	10(K)
	 	FYE within 90 days	 	Yes	 	No
	 
	 	 	 	 	 	 
	Borrowers:
	 	 	 	 	 	 
	Quarterly consolidating financials
	 	Quarterly within 45 days (excluding fye)	 	Yes	 	No
	FYE consolidating financials
	 	FYE within 90 days	 	Yes	 	No






	 	 	 	 	 	 	 	 	 
	Financial Covenant	 	Required	 	Actual	 	Complies
	 
	 	 	 	 	 	 	 	 
	Minimum Unrestricted Cash at Bank
(continuous)
	 	1x Outstanding Credit Extensions (inc. Private Partner Guaranties and letters of credit)	 	$                   	 	Yes	 	No
	Maximum private company impairment charges, excluding mandatory FASB 142 charges
	 	$50,000,000 over term of Agreement	 	$                   	 	Yes	 	No









	 	 	 
	Comments Regarding Exceptions: See Attached.
	 
	 	 
	 
	 	 
	 
	 	 
	Sincerely,
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	

	SIGNATURE
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	

	TITLE
	 	 
	 
	 	 
	 
	 	 
	

	DATE
	 	 
















	 	 	 	 	 	 	 
	BANK USE ONLY
	 
	 	 	 	 	 	 
	Received by:
	 	 	 	 	 	 
	 	 	
 
	 	 	AUTHORIZED SIGNER

	Date:
	 	 	 	 	 	 
	 	 	
 
	Verified:
	 	 	 	 	 	 
	 	 	
 
	 	 	AUTHORIZED SIGNER

	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 	 	
 
	 
	 	 	 	 	 	 
	Compliance Status	 	Yes	 	No
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 













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