FORM 10-Q
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549

             Quarterly Report Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934


For Quarter Ended   September 30, 1995 
                    -------------------
                                    Commission File Number  000-17577 
                                                            ---------

               CORE TECHNOLOGIES (PENNSYLVANIA), INC.                 
----------------------------------------------------------------------
         (Exact Name of registrant as specified in its charter)

Delaware                                         22-2537194
-----------------------------------------------------------------------
(state or other jurisdiction                     (I.R.S. Employer 
of incorporation or organization)                Identification Number)


110 Summit Drive - Suite 200, Exton, PA          19341-2838
-----------------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code:  (610) 524-7000  
                                                     --------------

                            CENTERCORE, INC.                         
-----------------------------------------------------------------------
               (Former name if changed since last Report)


      Indicate by check mark whether the Registrant (1) has filed 
      all reports required to be filed by Section 13 or 15 (d) of 
      the Securities and Exchange Act of 1934 during the preceding 
      12 months (or for such shorter period that the registrant was 
      required to file such reports) and (2) has been subject to 
      such filing requirements for the past 90 days. 

                  Yes   X                   No         
                       ---                     ------

Number of shares outstanding as of        November 13, 1995

Common Stock                              8,887,326


<TABLE>
                                                       PART I
                                        CORE TECHNOLOGIES (PENNSYLVANIA), INC.
                                            Consolidated Balance Sheets

<CAPTION>
                                                                                    September 30,       December 31,
                                                                                        1995               1994
                                                                                    -------------       ------------
                                                                                     (unaudited)
Assets

<S>                                                                                 <C>                <C>
Current assets
   Cash                                                                             $    92,000        $   583,600
   Receivables, less allowances ($1,854,700 --1995; $2,864,700 --1994)                4,249,100          5,024,900
   Costs and estimated earnings in excess of billings on uncompleted contracts          526,500            292,500
   Inventories                                                                          729,900            625,700
   Notes receivable                                                                   1,243,400
   Income taxes receivable                                                                               1,357,900
   Other current assets                                                                 386,400            231,300
                                                                                    ------------       ------------
   Total current assets                                                               7,227,300          8,115,900

Net assets of discontinued operations                                                                    7,157,300

Plant and equipment
   Leasehold improvements                                                               155,400            155,400
   Machinery and equipment                                                              949,600            816,900
                                                                                    ------------       ------------
                                                                                      1,105,000            972,300 

   Less accumulated depreciation and amortization                                      (595,200)          (385,400)
                                                                                    ------------       ------------
   Net plant and equipment                                                              509,800            586,900 


Other assets
   Excess of cost over net assets of businesses acquired                                181,200            192,300 
   Notes receivable                                                                   1,569,400 
   Other                                                                                443,100            638,300 
                                                                                    ------------       ------------
   Total other assets                                                                 2,193,700            830,600 
                                                                                    ------------       ------------
                                                                                    $ 9,930,800        $16,690,700 
                                                                                    ============       ============
See notes to consolidated financial statements

</TABLE>


<TABLE>
                                          CORE TECHNOLOGIES (PENNSYLVANIA), INC.
                                               Consolidated Balance Sheets

<CAPTION>
                                                                                       September 30,     December 31,
                                                                                           1995              1994
                                                                                       -------------     ------------
                                                                                        (unaudited)


Liabilities and Stockholders' Deficit

<S>                                                                                    <C>               <C>
Current liabilities
   Accounts payable                                                                    $  3,462,000      $ 5,885,500
   Accrued expenses                                                                       3,300,500        3,793,500
   Billings in excess of costs and estimated earnings on uncompleted contracts              709,900        1,419,800 
   Current debt                                                                                   0        8,396,100 
                                                                                       -------------     ------------
   Total current liabilities                                                              7,472,400       19,494,900 

Long-term debt                                                                            4,707,700 
Other liabilities                                                                           887,000          121,300 

Redeemable convertible preferred stock issued to Safeguard Scientifics, Inc.              1,500,000        1,500,000 

Stockholders'  deficit
   Common stock, $.01 par value; Authorized -- 20,000,000 shares;
      Issued - (9,217,326 shares--1995; 10,767,326 shares--1994)                             92,200          107,700 
   Additional paid-in capital                                                             7,983,900        7,923,400 
   Accumulated deficit                                                                  (12,291,900)     (12,036,100)
   Treasury stock at cost - 330,000 shares                                                 (420,500)        (420,500)
                                                                                       -------------     ------------
   Total stockholders' deficit                                                           (4,636,300)      (4,425,500)
                                                                                       -------------     ------------
                                                                                       $  9,930,800      $16,690,700 
                                                                                       -------------     ------------
See notes to consolidated financial statements

</TABLE>





<TABLE>
                                          CORE TECHNOLOGIES (PENNSYLVANIA), INC.
                                           Consolidated Statements of Operations
                                                        (UNAUDITED)

<CAPTION>
                                                                   Three Months Ended                 Nine Months Ended
                                                                      September 30,                     September 30,
                                                                  1995             1994             1995             1994
                                                              -----------      ------------     ------------     ------------

<S>                                                           <C>              <C>              <C>              <C>
Net sales                                                     $ 4,000,000      $ 8,647,600      $13,943,400      $27,507,300 
Cost of goods sold                                              3,002,400        7,724,300       10,709,200       24,108,600 
                                                              -----------      ------------     ------------     ------------
   Gross profit                                                   997,600          923,300        3,234,200        3,398,700 

Expenses
   Sales and marketing                                            350,700          743,100        1,284,100        2,499,100 
   General and administrative                                     418,100          900,600        1,631,100        2,789,600 
   Interest                                                       196,600          200,200          574,800          435,100 

                                                                  965,400        1,843,900        3,490,000        5,723,800 
                                                              -----------      ------------     ------------     ------------

Income (loss) from continuing operations before income taxes       32,200         (920,600)        (255,800)      (2,325,100)
Benefit of income taxes                                                 0       (1,051,900)               0       (1,780,000)
                                                              -----------      ------------     ------------     ------------
Earnings (loss) from continuing operations                         32,200          131,300         (255,800)        (545,100)

Loss from discontinued operations                                       0         (772,000)               0       (1,841,100)
                                                              -----------      ------------     ------------     ------------
Net earnings (loss)                                               $32,200        ($640,700)       ($255,800)     ($2,386,200)
                                                              ===========      ============     ============     ============

Earnings (loss) per share
   Continuing operations                                           $  .00           $  .01           $ (.03)          $ (.05)
   Discontinued operations                                            .00             (.07)             .00           $ (.18)
                                                                      ---             -----             ---           -------
   Net earnings (loss)                                             $  .00           $ (.06)          $ (.03)          $ (.23)
                                                                   ======           =======          =======          =======
Weighted average shares outstanding                            10,696,800       10,437,000       10,524,200       10,437,000 

See notes to consolidated financial statements




</TABLE>





<TABLE>
                                              CORE TECHNOLOGIES (PENNSYLVANIA), INC.
                                              Consolidated Statements of Cash Flows
                                                          (unaudited)
<CAPTION>
                                                                     Nine Months Ended September 30, 

                                                                           1995             1994
                                                                       -----------      -----------

<S>                                                                    <C>              <C>
Operations
   Net loss                                                            $ (255,800)      $ (545,100)
   Loss from discontinued operations                                                    (1,841,100)

   Adjustments to reconcile net loss to cash from operations
      Depreciation and amortization                                       245,800          353,000 
      Decrease in deferred taxes                                                           (81,100)
      Cash from discontinued operations                                 7,157,300        5,625,100 

      Cash provided by (used in) changes in working capital items
                       Receivables                                        775,800          551,100 
                       Inventories                                       (104,200)          51,800 
                       Contracts in progress                             (943,900)      (2,278,800)
                       Other current assets                              (155,100)         (74,700)
                       Accounts payable                                (2,423,500)      (1,106,600)
                       Accrued expenses                                  (698,400)        (130,000)
                       Taxes on income                                  1,586,100       (1,988,200)
                                                                       -----------      -----------
Cash provided (used) by operations                                      5,184,100       (1,464,600)

Financing activities
   Borrowings (repayments) of debt                                     (5,543,000)       2,000,400 

Cash provided (used) by financing activities                           (5,543,000)       2,000,400 

Investing activities
   Expenditures for plant and equipment                                  (132,700)        (109,800)
   Other, net                                                                             (495,700)
                                                                       -----------      -----------
Cash (used) in investing activities                                      (132,700)        (605,500)
                                                                       -----------      -----------
Increase (decrease) in cash                                              (491,600)         (69,700)
Cash beginning of year                                                    583,600          376,900 
                                                                       -----------      -----------
Cash end of period                                                     $   92,000       $  307,200 
                                                                       ===========      ===========

See notes to consolidated financial statements

</TABLE>




                         CORE TECHNOLOGIES, INC.
                Notes to Consolidated Financial Statements
                           SEPTEMBER 30, 1995

1.   Organization and Business Operations

     The accompanying unaudited interim consolidated financial 
     statements were prepared in accordance with generally accepted 
     accounting principles for interim financial information.  
     Accordingly, they do not include all of the information and 
     footnotes required by generally accepted accounting principles for 
     complete financial statements. The Summary of Accounting Policies 
     and Notes to Consolidated Financial Statements included in the 1994 
     Annual Report should be read in conjunction with the accompanying 
     statements. These statements include all adjustments (consisting 
     only of normal recurring adjustments) which the Company believes 
     are necessary for a fair presentation of the statements.  The 
     interim operating results are not necessarily indicative of the 
     results for a full year.



            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS
Overview

      In 1995 the Company decided to significantly downsize the Maris 
business by concentrating on the low voltage security and fire alarm 
business and selected smart highway applications.  The majority of net 
sales in the third quarter of 1994 represented bonded correctional 
facility and airport projects that the Company has not pursued in 1995.  

      Due to declining furniture sales, particularly to the federal 
government, the Company decided to dispose of the furnishings segment.  
On August 25, 1995 the Company sold all of the assets of the domestic 
furnishings segment including Corel Corporate Seating for cash and notes 
receivable.  The Company has applied the proceeds of the sale to pay 
down its bank debt.  The UK furnishings business will be sold to local 
management in return for notes receivable.  The Canadian operation was 
sold to Safeguard Scientifics, Inc. in April 1995.  Accordingly, the 
furnishings segment has been presented as a discontinued operation.

      In connection with the above described sale of the Company's 
Furnishings Business, the Company has changed its name to Core 
Technologies (Pennsylvania), Inc.  This name change was approved by the 
stockholders of the Company at its 1994 Annual Meeting of Stockholders 
held on May 6, 1994.

      Effective September 29, 1995 Safeguard Scientifics (Delaware), 
Inc. contributed to the capital of the Company 2,000,000 shares of the 
Company's Common Stock and sold to George E. Mitchell, President and 
Chief Executive officer of the Company, Frederick B. Franks, III, Vice 
President and Chief Financial Officer of the Company and Philip J. 
Donnelly, a Vice President of the Company, an aggregate 2,500,000 shares 
of Common Stock.  Prior to the above transactions, Safeguard was the 
beneficial owner of 66.55% of the Company's outstanding Common Stock.  
Subsequent to the above the above transactions, Safeguard became the 
beneficial owner of 36.05% of the Company's outstanding Common Stock.  
The above information regarding Safeguard's beneficial ownership of the 
common stock includes 15,000 shares of the Company's Convertible 
Preferred Stock which are convertible by Safeguard into 1,500,000 shares 
of Common Stock.

      Continuing operations reflect the results of the on-going 
businesses of Maris Equipment Company ("Maris") and Airo Clean.  Because 
of the disposition of the furnishings segment and the change in the 
focus of the business, comparisons from year to year are not meaningful.

Review of continuing operations

      Net sales for the third quarter were $4.0 million compared to $8.6 
million for the comparable period in 1994.  Third quarter 1994 sales 
included $4.0 million of bonded correctional facility and airport 
projects which were subsequently turned over to the bonding companies. 
The Company reported pre-tax income from continuing operations of $32,200 
in the third quarter of 1995, versus a pre-tax loss of $920,600 from 
continuing operations in the third quarter of 1994. In the third quarter
of 1994, the Company also reported a net loss from discontinued operations
of $772,000 and received a tax benefit of income taxes in the amount of 
$1,051,900.

      For the nine months ended September 30, 1995, net sales were $13.9 
million compared to $27.5 million for the same period in 1994. Last 
year's sales included $15.2 million of bonded correctional facility and 
airport projects which were subsequently turned over to the bonding 
companies.  The pre-tax loss from continuing operations in the nine month 
period of 1995 was $255,800 compared to a pre-tax loss from continuing
operations of $2,325,100 in the 1994 period.In the nine month 1994 period, 
the Company also reported a net loss from discontinued operations in the 
amount of $1,841,000, and received a tax benefit of income taxes in the 
amount of $1,780,000.

      Third quarter 1995 Maris sales were $3.1 million compared to $7.8 
million in 1994. Maris had large bonded correctional facility and 
airport projects sales of $4.0 million in 1994. Maris sales for the nine 
month period ending September 30, 1995 were $10.3 million compared to 
$24.7 million for the same period in 1994.  Maris 1994 sales included 
$15.2 million of large bonded correctional facility and airport projects 
for the same nine month period in 1994. 

      Maris gross profits excluding large bonded correctional facility 
and airport projects as a percentage of sales increased to 22.8% in the 
third quarter of 1995 from 16.3% in the same period in 1994.  Including 
large bonded correctional facility and airport projects Maris' gross 
profits as a percentage of sales were 9.6% for the third quarter of 
1994. For nine months ending September 30, 1995,  Maris' gross margin 
excluding large bonded correctional facility and airport projects was 
20.8% compared to 17.4% in 1994.  Including large bonded correctional 
facility and airport projects Maris' gross margin  was 11.4% for nine 
months ending September 30, 1994.

      Third quarter 1995 Airo Clean sales were $.9 million compared to 
$.8 million in 1994. For nine months ended September 30, 1995, Airo 
Clean sales were $3.6 million compared to $2.8 million in 1994.   Airo 
Clean gross profit as a percentage of sales increased to 32.6% in the 
third quarter of 1995 from 21.5% in the same period in 1994.  For the 
nine month period ending September 30, 1995, Airo Clean's gross margin 
as a percentage of sales was 30.1% compared to 20.6% in 1994.  Airo 
Clean's improved margins can be attributed to selectively increasing its 
selling prices, improved manufacturing efficiencies and obtaining price 
concessions from its vendors.

      Sales and marketing expenses decreased in the third quarter of 
1995 by $392,400 compared to 1994 due to cost reductions implemented at 
Maris and Airo Clean.  Sales efforts at Maris are being concentrated in 
expanding the electronic security systems business, which typically has 
had higher gross profits than the effectively discontinued correctional 
facility and airport hardware construction business.  The competitive 
environment and the difficulty in estimating costs and collecting 
revenues had adversely impacted Maris' 1994 gross margins on long-term 
correctional facility and airport construction projects.  The shorter 
completion cycle coupled with a less competitive environment has enabled 
Maris to achieve higher gross margins in the electronic security systems 
business.  The Company has elected to concentrate on the electronic 
security systems business due to the Company's expertise and the higher 
potential profits resulting from the relatively high gross margins.

      Marketing efforts at Airo Clean have been focused on promoting the 
BioShield and Ultraguard products which are air scrubbing devices for 
controlling airborne pathogens and targeted for the health care 
industry. In the third quarter 1995 Airo Clean acquired the Laminar Air 
Flow Patient product line from Isolation Technology Systems, a provider 
of sterile cleanroom products to the Health Care and Hospital 
industries. The purchase price is payable only out of the gross margin 
the Company receives on sales of this product line. Laminar air flow 
patient isolation is a necessary component of bone marrow transplant 
procedures and Airo Clean will use this new product line to enhance its 
offering to the hospital and health care markets.

      Third quarter 1995 general and administrative expenses decreased 
$482,500 compared to 1994 due principally to staff reductions and salary 
freezes implemented at Maris and Airo Clean. The Company continues to 
closely monitor and control costs and recognizes that a significantly 
downsized business in 1995 is necessary for survival.  As a percentage 
of net sales, sales and marketing and general and administrative 
expenses increased slightly in the third quarter of 1995 compared to the 
third quarter of 1994, as a result of decreased sales. The Company 
believes that additional sales can be achieved without a proportional 
increase in business infrastructure.

      Interest expense in the third quarter of 1995 was $196,600 
compared to $200,200 for the comparable period in 1994.  The decrease in 
1995 reflects a reduction in debt achieved through the use of the 
proceeds of the sale of the Company's furnishings segment 

      The Company currently is not able to utilize any tax benefits from 
the losses incurred. The Company has generated an unrecorded loss carry 
forward of approximately $3 million which is available to off-set future 
income until the year 2010.

Liquidity and Capital Resources

      In August, 1995 the Company successfully negotiated an amendment 
to its existing bank credit agreement which now provides a $6.0 million 
credit line facility, and restructured financial covenants through March 
31, 1997. This facility is secured by an aggregate $4.5 million 
letters of credit from Safeguard through June 30, 1997.  Borrowings bear 
interest at prime plus 1 1/4% of the outstanding loan balance.  The 
Company believes that the combination of afeguard's letters of credit and 
the working capital assets of the on going business will be sufficient to 
support the borrowing under this facility.  As of November 13, 1995 
outstanding borrowings under the credit facility were $4.7 million.

      In August 1995 as a result of the sale of the furnishings segment, 
$2.3 million cash consideration was applied to reduce the Company's 
outstanding bank borrowings. In addition to the cash consideration at 
close, the Company received an aggregate of $1.7 million in 
Installment Notes payable in 1996 and received a $2.0 million  
Subordinate Note, which bears interest at a rate of 8% per annum. 
Interest commences to accrue on August 25, 1996.  The principal amount 
of the Subordinate Note will be amortized on a seven year level schedule 
with semi-annual payments and a balloon payment due on August 25, 2000.  
Interest and principal payments will commence February 25, 1997.  The 
aggregate purchase price of the Furnishings Business was $6.0 million 
which is almost $500,000 less than the estimated purchase price indicated 
in the Company's Information Statement mailed to its stockholder on 
August 4, 1995.  The decrease in purchase price is due to the change in 
working capital (defined as accounts receivable plus inventory minus 
accounts payable).

      In the second quarter of 1995, the Company entered into an agreement 
with the parties from whom it acquired Maris, to significantly restructure 
the original purchase transaction.  Under this agreement the seller 
agreed to offset its $3.6 million note receivable from the Company in 
exchange for releases from its indemnification liabilities to the Company 
under the original asset purchase agreement. The principal sureties have 
agreed to release the Company from its indemnity obligations under certain 
construction projects in return for 300,000 shares of CenterCore stock, 
cash payments of $487,000 and additional payments equal to 20% of Maris' 
net earnings in 1998-2002 up to $1 million in the aggregate.  The 
Company has negotiated with principal vendors and is continuing to 
arrange repayment schedules with its vendors to supply the Company with 
materials needed to meet current requirements.

      Safeguard has made cash advances to the Company totaling $887,000 
to cover the closing costs of the sale of the furniture division and the 
cash payments to the sureties.  Safeguard is not contractually obligated 
to satisfy any  of the Company' obligations  with the exception of the 
$4.5 million of letters of credit used as collateral under the Company's 
bank credit facility.

                       PART II      OTHER INFORMATION


Item 1.      Legal Proceedings

                Not applicable.

Item 2.      Changes in Securities

                Not applicable.

Item 3.      Defaults Upon Senior Securities

                Prior to August 25, 1995, the Company was not in 
                compliance with certain financial covenants under its 
                bank credit agreement although the bank continued to 
                extend credit to the Company.  Effective August 25, 
                1995, the bank waived the previous non-compliance and 
                amended the financial covenants of the bank credit 
                agreement.  As of September 30, 1995, the Company was 
                not in default of the amended bank credit agreement. 

Item 4.      Submission of Matters to a Vote of Security Holders

             (a)   The Company's Annual Meeting of Stockholders (the 
                   "Meeting") was held on August 24, 1995.  

             (b)   At the Meeting, each of the nominees for 
                   director, George E. Mitchell, Anthony A. Nichols and 
                   Richard P. Richter were elected to the Board of 
                   Directors by the affirmative vote of 8,894,757 
                   shares, with 0 voting against and 0 abstentions or 
                   withheld votes.  

             (c)   In addition to the election of directors, at the 
                   Meeting:  

                  (i)    The stockholders approved a proposal to amend 
                         the Company's 1993 Stock Option Plan to 
                         increase the number of shares of Common Stock 
                         which may be issued upon exercise of options 
                         granted or to be granted from 500,000 to 
                         1,200,000; and 

                  (ii)   The stockholders adopted a proposal to approve 
                         the sale of the Company's furnishings business.  
                         This transaction is described in the Company's 
                         current Report on Form 8-K dated August 25, 
                         1995.  

             Each of the above proposals was approved by the affirmative 
             vote of 8,894,757 shares, with 0 voting against the 
             proposal and 0 abstentions.  


Item 5.      Other Information

                Not applicable. 

Item 6.      Exhibits and Reports on Form 8-K

             (a)   Exhibits 

                   Number 

                   10.1  Second Amendment to Loan and Security Agreement 
                         between the Company, certain of its affiliates 
                         and Mellon Bank, dated August 25, 1995

                   27    Financial Data Schedule (electronic filing 
                         only)

             (b)   Reports of Form 8-K

                   The Company filed two current reports on From 8-K 
                   which were dated during the quarter for which this 
                   quarterly report is filed:  

                   (i)    Current report dated August 25, 1995, 
                          reported Item 3, Item 5 and Item 7 and 
                          incorporated by reference pro forma 
                          financial information required pursuant to 
                          Article 11 of Regulation S-X from the 
                          Company's definitive Information Statement 
                          dated August 4, 1995.  

                   (ii)   Current Report dated September 29, 1995 
                          reported Item 1 and contained no financial 
                          statements.  

                                SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized. 

                                CORE TECHNOLOGIES (PENNSYLVANIA), INC.
                                     (Registrant)


Date:  November 13, 1995     /s/ George E. Mitchell  
                             ----------------------------------
                                 George E. Mitchell,
                                 President and Chief Executive Officer




Date: November 13, 1995      /s/ Frederick B. Franks, III 
                             ----------------------------------
                                 Frederick B. Franks, III
                                 Vice President - Finance and Treasurer
                                 (Principal Financial and Accounting 
                                   Officer)



             SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


      This Second Amendment to Loan and Security Agreement ("Second 
Amendment") is made this 25th day of August, 1995 by and among 
CENTERCORE, INC. ("CenterCore"), CENTERCORE CANADA, INC. ("CCI"), 
CENTERCORE SYSTEMS OF PENNSYLVANIA, INC. ("CSPI"), CENTERCORE U.K. 
LIMITED ("CUK"), CENTERCORE OFFICE ENVIRONMENTS (S.A.) LTD. ("COE"), 
MARIS EQUIPMENT CO, INC. ("Maris"), AIRO CLEAN, INC. ("Airo Clean") and 
COREL CORPORATION SEATING, INC. ("COREL") (CenterCore, CCI, CSPI, CUK, 
COE, Maris, Airo Clean and Corel to be referred to hereinafter 
collectively as "Borrowers" and each to be referred to singularly as a 
"Borrower") and MELLON BANK, N.A. ("Lender").

                                BACKGROUND

      A.  On March 4, 1994, Borrower and Lender entered into a certain 
Loan and Security Agreement, as previously amended ("Loan Agreement") 
and certain agreements, documents and instruments related thereto 
(together with the Loan Agreement, the "Existing Financing Agreements").
      B.   Borrowers have informed Lender that Centercore and Corel 
would like to sell certain of their assets ("Assets Being Sold") 
pursuant to and as described in that certain Asset Purchase Agreement 
dated May 26, 1995 among The CenterCore Group, Inc. ("Buyer") and 
CenterCore and Corel ("Purchase Agreement") and certain other 
agreements, documents and instruments related thereto (collectively, 
"Asset Sale Agreements").  Borrowers have asked Lender for permission to 
sell such Assets Being Sold free and clear of Lender's existing liens 
thereon ("Asset Sale").
      C.  Borrowers have also requested that Lender waive certain 
existing defaults under the Existing Financing Agreements and make 
certain modifications to the Existing Financing Agreements.
      D.  Lender has agreed to waive such defaults and to amend the 
Existing Financing Agreements in accordance with the terms and 
conditions hereof.
      E.  All capitalized terms used but not defined herein shall have 
the meanings ascribed thereto in the Loan Agreement.
      NOW THEREFORE, with the foregoing background incorporated by 
reference herein and made a part hereof, the parties hereto, intending 
to be legally bound, promise and agree as follows:

SECTION 1.  THE REVOLVING CREDIT
      1.1. Affirmation of Revolving Credit.  The outstanding 
principal balance of all Advances under the Revolving Credit is, as of 
August 24, 1995, $6,183,534.60, which amount, together with all accrued 
but unpaid interest, fees and expenses related thereto, is owing without 
defense, setoff, counterclaim, recoupment or deduction of any nature.
      1.2. Maximum Revolving Credit Amount.  The definition of 
Maximum Revolving Credit Amount as set forth in Section 1.1 of the Loan 
Agreement is hereby deleted in its entirety and replaced by the 
following:  
      Maximum Revolving Credit Amount --$6,000,000, which may, in 
      Lender's discretion, be reduced by all payments under the 
      Asset Purchase Agreements, and the New Safeguard Guaranty, 
      received by Lender from time to time.  
      1.3. Extension of Revolving Credit Maturity Date.
           (a)   The definition of Revolving Credit Maturity Date as 
           set forth in the Section 1.1 of Loan Agreement is hereby 
           deleted in its entirety and replaced by the following:
           Revolving Credit Maturity Date -  March 31, 1997.
           (b)   The Loan Agreement is hereby amended by deleting 
           subsection 2.1(c) thereof in its entirety and replacing such 
           subsection with the following:
           (c)   The term of the Revolving Credit shall expire on the 
           Revolving Credit Maturity Date. On such date, all of the 
           outstanding Obligations under the Revolving Credit, unless 
           having been sooner demanded by Lender pursuant to the terms 
           hereof or of the Revolving Credit Note, shall be due and 
           payable in full and after which due date no further advances 
           or extensions of credit shall be available from Lender.
      1.4  Revolving Credit Limits.  The Loan Agreement is hereby 
amended by deleting Section 2.2 thereof in its entirety and replacing 
such Section with the following:
           2.2.   Revolving Credit Limits.  Subject to the terms and 
           conditions of this Agreement, at no time shall the aggregate 
           Revolving Credit Loans exceed the lesser of (i) the Maximum 
           Revolving Credit Amount; and (ii) the aggregate sum (the 
           "Borrowing Base") of (x) fifty percent (50%) of Qualified 
           Accounts of Maris; (y) eighty percent (80%) of Qualified 
           Accounts of Airo Clean; and (z) the undrawn face amount of 
           the Safeguard $3,940,000 Letter of Credit (as defined in the 
           Second Amendment to Loan and Security Agreement dated August 
           25, 1995); provided however, that Advances against accounts 
           of Airo Clean shall not exceed Seven Hundred and Fifty 
           Thousand ($750,000) Dollars and; Advances against accounts 
           of Maris shall not exceed Two Million ($2,000,000) Dollars.
      1.5  Interest.  (a)  The definition of Prime Based Loan as set 
forth in Section 1.1 of the Loan Agreement is hereby deleted in its 
entirety and replaced with the following:
           Prime Based Loan - That portion of the Revolving Credit 
           Loans on which interest accrues at the per annum rate equal 
           to one and one quarter percent (1 1/4%) in excess of 
           Lender's Prime Rate.
           (b)   The Loan Agreement is further amended by deleting the 
first sentence of Section 2.4(a) thereof and replacing such sentence 
with the following:
           The unpaid principal balance of cash Advances under the 
           Revolving Credit shall bear interest, subject to the terms 
           hereof, at the per annum rate equal to one and one-quarter 
           percent (1 1/4%) in excess of Lender's Prime Rate.

SECTION 2.  AFFIRMATIONS.
      2.1  Affirmation of Lien and Debt.  Except as expressly provided 
in this Agreement, (a) Borrowers each covenant, confirm and agree that 
as security for the Obligations, Lender has, and shall continue to have, 
and is hereby granted a continuing lien on and security interest in the 
Collateral, including without limitation, all rights to receive any 
payments of any kind at any time due or to become due under the Asset 
Sale Agreements (including without limitation the Subordinated Note and 
Installment Payments, as defined in the Purchase Agreement) and the 
rights of Borrowers, or any of them, thereunder, (b) nothing herein 
contained is intended in any way to limit or impair or release any 
liens, security interests or encumbrances that Lender already has or may 
have in any Borrowers' property, and (c)  nothing herein contained is 
intended to discharge, release, satisfy or alter any existing 
indebtedness or obligations of Borrowers or any of them to Lender.  
      2.2  Further Assurances.  Upon the execution of this Second 
Amendment, and thereafter as may be reasonably requested by Lender, 
Borrower shall take all actions requested by Lender, including without 
limitation, executing and delivery all assignments, instruments, 
documents and agreements deemed necessary by Lender to further assist 
Lender in effectuating the terms and intent of the Existing Financing 
Agreements and this Second Amendment and in assuring continued effective 
and proper perfection of Lender's liens, security interests and 
encumbrances in the Collateral.  Without limiting the generality of the 
foregoing, Borrowers shall (a) deliver to Lender the original 
Subordinated Note upon their receipt thereof, (b) make all necessary 
arrangements so that all payments under the Asset Purchase Agreements 
are made directly to Lender, and (c) execute all UCC-3 amendments or 
other documents requested by Lender as a result of CenterCore's name 
change referenced in paragraph 4.7 below.  

SECTION 3.  AMENDMENT FEE
      3.1. Amendment Fee.  Contemporaneously with the execution 
hereof, Borrower shall pay to Lender the sum of Sixty Thousand Dollars 
($60,000) ("Amendment Fee").

SECTION 4.  REPRESENTATIONS AND WARRANTIES
      Each Borrower warrants and represents to Lender that:
      4.1  Prior Representation.  By execution of this
 Second Amendment, each Borrower reconfirms all warranties and 
representations made to Lender under the Existing Financing Agreements 
and restates such warranties and representations as of the date hereof, 
all of which shall be deemed continuing until all of the Obligations are 
paid and satisfied in full.
      4.2  Authorization.  The execution and delivery by each Borrower 
of this Second Amendment and the performance by each of them of the 
transactions herein contemplated are and will be within their respective 
corporate or partnership powers, as applicable, have been duly 
authorized by all necessary corporate or partnership action, and are not 
and will not be in contravention of any order of court or other agency 
of government, of law or the terms of any Borrower's Articles of 
Incorporation, Bylaws, Partnership Agreement or Certificate of Limited 
Partnership or of any indenture, agreement or undertakings to which any 
of them is a party or by which the property of any such Borrower is 
bound, or be in conflict with, result in a breach of, or constitute 
(with due notice and/or lapse of time) a default under any such 
indenture, agreement or undertaking or result in the imposition of any 
lien, charge or encumbrance of any nature on any of the properties of 
each such Borrower.
      4.3  Valid, Binding and Enforceable.  This Second Amendment and 
any instrument, document or agreement executed and delivered in 
connection herewith, will be valid, binding and enforceable in 
accordance with their terms.
      4.4  Events of Default under Existing Financing Agreements. After 
taking into account the waivers contained in Section 9 herein, no 
default or Event of Default has occurred or is currently existing and no 
event has occurred, which with the passage of time, giving of notice, or 
both, would result in a default or Event of Default occurring under any 
of the Existing Financing Agreements.
      4.5  Asset Sale Agreements.  Borrowers have delivered to Lender 
true and correct copies of all Asset Sale Agreements.
      4.6  Closing of Asset Sale.  Subject only to the execution and 
delivery of this Second Amendment, the closing of the Asset Sale has 
been unconditionally concluded under the terms of the Asset Sale 
Agreements.
      4.7  Name Change.  Borrowers have informed Lender and hereby 
confirm that, immediately following the date hereof, CenterCore shall 
change its name to "Core Technologies, Inc."  

SECTION 5.  BORROWER'S COVENANTS.
      5.1  No Obligations.  Borrowers acknowledge and agree that Lender 
has no duty or obligation to perform any undertaking, agreement or 
liability of any kind of Borrowers under any of the Asset Sale 
Agreements.
      5.2  Amendment of Asset Sale Agreements.  Borrowers shall not 
amend any of the terms of any of the Asset Sale Agreements without the 
prior written consent of Lender.        
      5.3   Lender Expenses.  Borrowers acknowledge and affirm their 
obligations to pay all costs and expenses previously incurred by Lender 
in connection with the Existing Financing Agreements as well as all 
expenses incurred by Lender in connection with this Second Amendment, 
and all other expenses and costs of Lender as provided in Section 9.5 of 
the Loan Agreement.
       5.4  Financial Covenant Modifications.  
            (a) Section 6.12(a) (Capital Expenditures) is modified to 
provide that Borrowers shall not expend for Capital Expenditures, on a 
consolidated basis, more than $200,000 in any fiscal year, on a non-
cumulative basis.  
            (b)   Section 6.12(b) (Working Capital) is modified to 
provide that Borrower shall have and maintain Working Capital, on a 
consolidated basis, of not less than (i.e., the actual number, if 
negative, must be a smaller negative number than the applicable negative 
number set forth below) the following amounts as of and during the 
following periods:  
            ($6,200,000)          8/31/95 through 10/30/95
            ( 6,050,000)         10/31/95 through 12/30/95
            ( 5,800,000)         12/31/95 through  3/30/96
            ( 5,750,000)          3/31/96 through  6/29/96
            ( 5,700,000)          6/30/96 through  9/29/96
            ( 5,650,000)          9/30/96 through 12/30/96
            ( 5,600,000)         12/31/96 and thereafter
            (c)   Section 6.12(c) (Effective Net Worth) is modified to 
provide that Borrower shall have and maintain an Effective Net Worth, on 
a consolidated basis, of not less than (i.e., the actual number, if 
negative, must be a smaller negative number than the applicable negative 
number set forth below) the following amounts as of and during the 
following periods:  
            ($3,850,000)          8/31/95 through 10/30/95
            ( 3,675,000)         10/31/95 through 12/30/95
            ( 3,475,000)         12/31/95 through  3/30/96
            ( 3,425,000)          3/31/96 through  6/29/96
            ( 3,375,000)          6/30/96 through  9/29/96
            ( 3,325,000)          9/30/96 through 12/30/96
            ( 3,275,000)         12/31/96 and thereafter
            (d)   Section 6.12(e) (Net Income) is modified to provide 
that Borrowers shall achieve a Net Income, on a consolidated basis, of 
not less than ($400,000) for the fiscal year ending December 31, 1995 
and $200,000 for the fiscal year ending December 31, 1996.  
            (e)   Section 6.12(f) (Current Ratio) is modified to 
provide that Borrowers shall have and maintain a Current Ratio, on a 
consolidated basis, of not less than the following as of and during the 
following respective periods:  
            0.67 to 1          8/31/95 through 12/30/95
            0.65 to 1         12/31/96 through  6/29/96
            0.57 to 1          6/30/96 through 12/30/96
            0.55 to 1         12/31/96 and thereafter

SECTION 6.  LETTERS OF CREDIT.
      As additional security for the Obligations, Borrowers shall cause 
Safeguard Scientifics, Inc. ("Safeguard") to deliver to Lender (a) two 
(2) Standby Letters of Credit; one in the face amount of $3,940,000 
("Safeguard $3,940,000 Letter of Credit") and the other in the face 
amount of $600,000, each in form and substance, and to be drawn on 
conditions satisfactory to Lender (collectively, "Letters of Credit"), 
and (b) its guaranty, in form and substance satisfactory to Lender, 
covering the first Installment Payment due under the Purchase Agreement 
("New Safeguard Guaranty").  

SECTION 7.  WAIVER.
      Each Borrower represents and warrants to Lender that all Events of 
Default existing as of this date are set forth on Exhibit A attached 
hereto and made part hereof ("Existing Defaults").  In consideration of 
the terms and conditions hereof, Lender hereby waives all such Existing 
Defaults.  Such waiver shall not constitute a waiver of any subsequent 
defaults or Events of Default under the Existing Financing Agreements, 
as amended hereby or hereafter amended or modified.  Upon the occurrence 
of any such future defaults or Events of Default, Lender shall be 
entitled to exercise any power, right or remedy available to it whether 
under the Existing Financing Agreements as amended hereby or as further 
modified or amended, at law, or equity, or both.  All such powers, 
rights and remedies shall be cumulative and not exclusive of any other 
power, right or remedy of Lender.  

SECTION 8.  CONSENT OF LENDER.
      Upon this Second Amendment becoming effective pursuant to 
its terms, Lender hereby consents to the Asset Sale on the terms set 
forth in the Asset Sale Agreements and releases its liens upon the 
Assets Being Sold.  

SECTION 9.  INCORPORATION INTO EXISTING FINANCING AGREEMENTS.  
      This Second Amendment and all instruments, documents and 
agreements executed in connection herewith are incorporated into and 
made a part of the Existing Financing Agreements, the terms and 
provisions of which, unless expressly modified by this Second Amendment, 
are each ratified and confirmed and continue unchanged and in full force 
and effect.  

SECTION 10.  CONDITIONS TO EFFECTIVENESS.  
      The effectiveness of this Second Amendment is subject to the 
satisfactory completion, as determined by Lender, of the following 
conditions.  All documents required to be delivered to Lender shall be 
in form and substance satisfactory to Lender and its counsel.
      10.1  Second Amendment to Loan and Security Agreement. This 
Second Amendment executed and delivered by each Borrower and Lender.
      10.2  Authorization Documents.  Each Borrower shall have delivered 
to Lender evidence that all necessary corporate action authorizing such 
Borrower's execution of and performance under this Second Amendment has 
been taken.
      10.3  Event of Default.  Other than those Events of Default waived 
pursuant to Section 7 herein, there are no defaults or Event of Default 
outstanding under the Existing Financing Agreements as of the date 
hereof.
      10.4  Lender's Expenses.  Borrowers shall have paid all 
expenses (including, without limitation, all counsel fees and costs and 
all search costs and filing fees) incurred by Lender in the preparation 
and negotiation and documentation of this Second Amendment and all prior 
agreements with Lender for which Borrowers have been billed.
      10.5  Collateral Documents.  Borrowers shall have delivered to 
Lender all documents which Lender deems necessary to obtain and/or 
maintain a perfected security interest in all Collateral.
      10.6  Asset Sale Agreements.  Borrowers shall have delivered to 
Lender true and correct copies of the Asset Sale Agreements.
      10.7  Amendment Fees.  Borrowers shall have paid to Lender the 
Amendment Fee described in Section 3 above.
      10.8  Limited Guarantees.  Borrowers shall have caused to be 
delivered to Lender limited personal guaranties executed by George 
Mitchell and Fred Franks, respectively.
      10.9  Replacement Support Agreements.  Borrowers shall have caused 
to be delivered to Lender a new Support Agreement and Validity Guaranty 
(independent of the Guaranties referred to in paragraph 10.8 above) from 
each of George Mitchell and Fred Franks in substitution for the Support 
Agreements previously delivered by them to Lender.
      10.10  Safeguard Guaranty.  Borrowers shall have caused to be 
delivered to Lender the New Safeguard Guaranty.  
      10.11  Letters of Credit.  Borrowers shall have caused to have 
been delivered to Lender the Letters of Credit.  
      10.12  Evidence of Indebtedness.  Borrower shall have delivered 
to Lender all notes, instruments and other evidence of indebtedness 
executed in connection with the Asset Sale and all assignments deemed 
necessary by Lender to perfect its lien on Borrowers' rights under the 
Asset Sale Agreements.  
      10.13  UCC-1's.  Borrowers shall have caused to be delivered to 
Lender such UCC-1 Financing Statements to be filed against Buyer in 
connection with the Asset Sale noting Lender as Borrower's assignee as 
Lender shall require.
      10.14  Other Documents.  Borrowers shall have delivered such other 
documents, instruments and agreements required by Lender.
      10.15. Limits on Closing Date Advances.  As of the date of 
execution and effectiveness of this Second Amendment, the principal 
balance of all Advances under the Revolving Credit (after taking into 
account the cash payment under the Purchase Agreement, assuming (as is 
required by Lender) such payment has been received by Lender) shall not 
exceed $4,800,000 and the excess borrowing availability under the 
Borrowing Base (as defined above) shall not be less than $400,000.

SECTION 11.  MISCELLANEOUS
      11.1  Integrated Amendment.  The Existing Financing Agreements and 
this Second Amendment shall be construed as integrated and complementary 
of each other, and as augmenting and not restricting Lender's powers, 
rights, remedies and security. If, after applying the foregoing, an 
inconsistency still exists, the provisions of this Second Amendment 
shall control.
      11.2  Headings.  The headings of any paragraph of this Second 
Amendment are for convenience only and shall not be used to interpret 
any provision of this Second Amendment.
      11.3  Survival.  All warranties, representations and covenants 
made by any Borrower herein, in the Existing Financing Agreements or any 
agreement referred to herein or on any certificate, document or other 
instrument delivered by any Borrower or on such Borrower's behalf under 
this Second Amendment, shall be considered to have been relied upon by 
Lender.  All warranties, representations and covenants made by any 
Borrower hereunder or under any other agreement or instrument shall be 
deemed continuing until the Obligation are satisfied in full.
      11.4  Successors and Assigns.  This Second Amendment shall inure 
to the benefit of and be binding upon the successors and assigns of 
Lender.  No rights are intended to be created hereunder or under any 
related instruments, documents or agreements for the benefit of any 
third party beneficiary. Borrowers may not assign their rights or 
delegate their duties hereunder.
      11.5  Governing Law.  This Second Amendment and the rights and 
obligations of the parties hereto shall be governed by and interpreted 
in accordance with the laws of the Commonwealth of Pennsylvania without 
regard to its otherwise applicable principles of conflict of law.
      11.6  Severability.  The invalidity or unenforceability of any 
provision of this Second Amendment shall not affect the validity or 
enforceability of the remaining provisions.
      11.7  Waivers.  Neither any failure nor any delay on the part of 
Lender in exercising any right, power or privilege hereunder or under 
the Existing Financing Agreements shall operate as a waiver thereof, nor 
shall a single or partial exercise thereof preclude any other or further 
exercise of that or any other right, power or privilege.
      11.9  Counterparts.  This Second Amendment may be executed by 
the parties hereto in several counterparts, each of which constitutes an 
original and all such counterparts taken together shall constitute one 
and the same agreement.
      IN WITNESS WHEREOF, the undersigned parties have executed this 
Second Amendment the day and year first above written.  

                        BORROWERS:

                        CENTERCORE, INC.

                        By: /s/                                      

                        Attest:/s/                                   


                        CENTERCORE CANADA, INC.

                        By:/s/                                       

                        Attest:/s/                                   


                    (Signatures continued on following page)



                   (Signatures continued from previous page)



                        CENTERCORE SYSTEMS OF PENNSYLVANIA, INC.


                        By: /s/                                     

                        Attest: /s/                                 


                        CENTERCORE U.K. LIMITED

                        By: /s/                                     

                        Attest: /s/                                 


                        CENTERCORE OFFICE ENVIRONMENTS (S.A.) LTD.

                        By:/s/                                        
 
                        Attest:/s/                                   


                        MARIS EQUIPMENT COMPANY, INC.

                        By: /s/                                      

                        Attest: /s/                                  


                        AIRO CLEAN, INC.

                        By: /s/                                      

                        Attest: /s/                                  


                        COREL CORPORATION SEATING, INC.

                        By:/s/                                       

                        Attest: /s/                                  


                        LENDER

                        MELLON BANK, N.A.

                        By: /s/