EXHIBIT 10


FIRST AMENDMENT TO LOAN AGREEMENT
---------------------------------

THIS FIRST AMENDMENT (this "Amendment") dated as of 
July 31, 1996 is by and among the several borrowers 
(each a "Borrower" and collectively "Borrowers") listed 
on the signature pages hereto and CoreStates Bank, N.A. 
(the "Bank").

BACKGROUND

A)Borrowers and the Bank executed a Loan Agreement 
dated as of November 16, 1995 (such Loan Agreement as 
amended hereby and may be amended from time to time, 
the "Loan Agreement") pursuant to which the Bank made 
available to Borrowers a $25,000,000 revolving 
credit/term loan facility.

B)Pursuant to Section 2.22 of the Loan Agreement, any 
Subsidiary of Peak Technologies Group. Inc. ("Peak") 
may become a Borrower under the Loan Agreement, subject 
to the terms and conditions set forth in Section 2.22.

C)Borrowers wish to join the following Subsidiaries of 
Peak (each such joining Subsidiary a "New Borrower" and 
collectively "New Borrowers") to the Loan Agreement:

(1)     Peak Technologies Canada Limited;
(2)     Peak Technologies BV (Benelux);
(3)     Peak Technologies AS (Norway);
(4)     Acquidata SA (France);
(5)     Barcode BC Systeme (Switzerland);
(6)     SASS Computers GMBH (Germany);
(7)     Peak Technologies Holdings GMBH (Germany); and
(8)     Peak Technologies SA (France).

(D)Borrowers have requested and the Bank is agreeable 
to an increase in the Commitment to $32,000,000.

(E)Borrowers have also requested and the Bank is 
agreeable to an increase in the Foreign Currency 
Sublimit to $10,000,000.

(F)The parties, therefore, are entering into the 
following Amendment for such purposes and to otherwise 
amend the Loan Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, 
the receipt and sufficiency of which are hereby 
acknowledged, and intending to be legally bound, the 
parties hereto agree as follows:

1. Defined Terms.  Capitalized terms not otherwise 
defined in this Amendment will have the meanings 
herein given to such terms in the Loan Agreement.

2. Conditions.  The Bank's obligations hereunder are 
subject to the following terms and conditions:

(A)     At or before execution of this Amendment, 
Borrowers shall deliver to the Bank the following 
documents:

(1) a joinder agreement (the "Joinder Agreement"), 
executed by each of the New Borrowers, in form and 
substance satisfactory to the Bank, whereby each of 
the New Borrowers shall become Borrower under and in 
accordance with the Loan Agreement; and

(2) an allonge to the Note (the "Allonge") executed 
by each of the Borrowers, inclusive of the New Borrowers.

(B) Within 30 days of the date hereof, Borrowers 
shall deliver the following documents to the Bank:              

(1) a copy, certified in writing as of the date 
hereof by the Secretary or Assistant Secretary 
of each Borrower, of resolutions of the Board of 
Directors of such Borrower evidencing approval or 
ratification of this Amendment, the Allonge and other 
matters contemplated hereby;

(2) a copy, certified in writing as of the date hereof 
by the Secretary or Assistant Secretary of each New 
Borrower, of resolutions of the Board of Directors 
of such New Borrower evidencing approval or ratification 
of the Joinder Agreement (or such other documentation or 
evidence of such action that is the equivalent under 
relevant applicable law), the Allonge and other matters 
contemplated hereby;

(3) opinions of counsel for each Borrower and New 
Borrower acceptable to the Bank dated the date hereof 
in form and substance reasonably satisfactory to 
the Bank;

(4) a certificate dated the date hereof by the 
Secretary or an Assistant Secretary of each New 
Borrower as to the names and signatures of the 
officers of such New Borrower authorized to sign 
the Joinder Agreement and the Allonge and the other 
documents or certificates to be executed and delivered 
pursuant to the Loan Agreement, as amended hereby;

(5) copies of the Bylaws or the equivalent document 
of each New Borrower, certified as true, correct and 
complete by such New Borrower's Secretary or Assistant 
Secretary on behalf of such New Borrower; and

(6) With respect to each New Borrower, certificates 
dated within 30 days of the date hereof for United States 
jurisdictions and, as the Bank may require, for 
jurisdictions outside of the United States, issued by 
the Secretary of State (or similar official) of its 
jurisdiction of incorporation stating that such New 
Borrower is a corporation duly incorporated and in 
good standing under the laws of such jurisdiction 
(or such other documentation or evidence of such action 
that is the equivalent under relevant applicable law).

3. Amendments to the Loan Agreement.  The Loan 
Agreement is hereby amended as follows:

(A) The definition for "Commitment" is hereby 
amended in its entirety to read as follows:

"Commitment" at any time, means $32,000,000 as such 
amount may be reduced in accordance with Section 2.1(D).

(B)     The definition for "Foreign Currency Sublimit" 
is hereby amended in its entirety to read as follows:   

Foreign Currency Sublimit" means $10,000,000.

4. Confirmation of Representations and Warranties.  
In order to induce the Bank to enter into this 
Amendment, each Borrower hereby confirms, represents 
and warrants (A) that the representations and warranties 
set forth in the Loan Agreement are accurate on and 
as of the date hereof as though made on and as of 
this date (or, to the extent any such representation 
or warranty expressly relates to a specific date, as 
of such specific date) except for changes permitted 
in the Loan Agreement or in writing by the Bank; and 

(B) No Event of Default or Unmatured Event of Default 
shall have occurred and be continuing or will result 
from the execution by Borrowers of this Amendment or 
any other document contemplated herein.

5. No Waiver; Acknowledgment of each Borrower.  With 
the exception of written waivers granted by the Bank 
to the Borrowers prior to the date hereof, no Unmatured 
Event of Default or Event of Default existing on the 
date hereof or having occurred prior hereto shall be 
deemed to have been waived by the Bank by reason of 
entering into this Amendment.  Each Borrower acknowledges 
its indebtedness presently owed by such Borrower to the 
Bank and hereby reaffirms its obligation to pay such 
indebtedness to the Bank in full according to the terms 
of the Loan Agreement.  Each Borrower confirms that it 
has no defenses, setoffs, or counterclaims to the 
exercise by the Bank of its remedies under the Loan 
Agreement or applicable law.

6. Payment of Fees and Expenses.  Each Borrower agrees 
to pay on demand or to reimburse the Bank, and to save 
the Bank harmless against liability for payment of, all 
the reasonable out-of-pocket expenses arising in 
connection with the review, preparation and enforcement 
of this Amendment (including, without limitation, the 
reasonable fees and expenses of counsel to the Bank).

7.Continuation of Provisions.  The Loan Agreement shall 
remain in full force and effect except to the extent 
amended hereby.  From and after the date that this 
Amendment becomes effective, any reference in the Loan 
Agreement or similar term, shall be and mean a reference 
to the Loan Agreement as amended hereby and as the same 
may be further amended, modified or supplemented from 
time to time.

8. Miscellaneous.

(A) This Amendment contains all of the modifications to 
the Loan Agreement.  No further modifications shall be 
deemed effective, unless in writing executed in accordance 
with the Agreement.

(B) This Amendment shall be binding upon the parties 
hereto, their successors and assigns.

(C) This Amendment shall be construed and enforced in 
accordance with the laws of the Commonwealth of 
Pennsylvania.

9. Counterparts.  This Amendment may be executed in 
one or more counterparts, each of which shall constitute 
an original agreement, but all of which together shall 
constitute one and the same instrument.

IN WITNESS WHEREOF, each Borrower and the Bank have 
caused this Amendment to be duly executed by their 
respective duly authorized officers as of the date 
first above written.


THE PEAK TECHNOLOGIES GROUP, INC.

By:  /s/ Michael J. Miller         Address:
    ----------------------         
Name:  Michael J. Miller          9200 Berger Road   
Title: V.P. Corporate Controller  Columbia, Maryland 21046
				  Fax (410) 312-7473
Attest:  /s/ Gary Bierc 
       --------------------

PEAK TECHNOLOGIES, INC.

By: /s/ Michael J. Miller
    ---------------------         
Name: Michael J. Miller           9200 Berger Road   
Title: V.P. Corporate Controller  Columbia, Maryland 21046
				  Fax (410) 312-7473
Attest: /s/ Gary Bierc
       --------------------

TELPAR, INC.

By:   /s/ Michael J. Miller
     ----------------------       4181 Centurion Way
Name:  Michael J. Miller          Addison, TX 75244
Title: V.P. Corporate Controller  Fax (214) 233-8947

Attest:  /s/ Gary Bierc 
       --------------------


PEAK TECHNOLOGIES UK LIMITED    

By:    /s/ Michael J. Miller     3 Prince Rupert House
      ----------------------     Bumpers Farm Chippenham
Name:  Michael J. Miller         Wiltshire UK SN146LH
Title: V.P. Corporate Controller

Attest:  /s/ Gary Bierc 
       --------------------


CORESTATES BANK, N.A

By: /s/ Charles Harding            1345 Chestnut Street
   ---------------------           Philadelphia, PA 19101
				   Fax:  (215) 973-5831