8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)           February 28, 2006

Safeguard Scientifics, Inc.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania
(State or Other Jurisdiction
of Incorporation) 1-5620
(Commission
File Number) 23-1609753
(IRS Employer
Identification No.)

435 Devon Park Drive, 800 Building, Wayne, PA		19087
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code		610-293-0600

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Fifth Amendment and Consent dated as of February 28, 2006 (Mantas)

Guaranty dated as of February 28, 2006 (on behalf of Mantas)

Sixth Amendment dated as of February 28, 2006, to Loan Agreement (Clarient)

Fourth Amendment dated as of February 28, 2006, to Loan and Security Agreement (Laureate Pharma)

Seventh Amendment dated as of February 28, 2006 to Loan Agreement (Alliance)

Amendment and Affirmation of Guaranty, by Safeguard Scientifics (on behalf of Alliance)

Amendment and Affirmation of Guaranty, by Safeguard Delaware & Safeguard Scientifics (Delaware) (on behalf of Alliance)

Second Amendment dated as of February 28, 2006 to Amended and Restated Loan and Security Agreement (Pacific Title)

ITEM 1.01. Entry into a Material Definitive Agreement.

This Current Report on Form 8-K is being filed by the Registrant to report amendments to credit agreements between Comerica Bank and, respectively, Mantas, Inc. (“Mantas”), Clarient, Inc. (“Clarient”), Laureate Pharma, Inc. (“Laureate Pharma”), Alliance Consulting Group Associates, Inc. and Alliance Holdings, Inc. (collectively, “Alliance”) and Pacific Title & Art Studio, Inc. (“Pacific Title”) to extend the maturity dates of revolving lines of credit from February 28, 2006 to February 28, 2007. Mantas, Clarient, Laureate Pharma, Alliance and Pacific Title are majority or wholly owned subsidiaries of the Registrant. Safeguard Scientifics (Delaware), Inc. (“SSDI”) and Safeguard Delaware, Inc. (“SDI”), wholly owned subsidiaries of the Registrant, are guarantors of the obligations of Mantas, Clarient, Laureate Pharma and Alliance under their respective credit facilities.

In addition to the extension of the maturity date, Laureate Pharma’s credit facility was amended to increase the working capital line from $5 million to $5.5 million and to decrease the equipment line from $4.5 million to $4.0 million. Laureate’s overall facility size remains unchanged at $9.5 million. Alliance’s $20 million credit facility also was amended to decrease SSDI’s and SDI’s guarantee of the facility from $15 million to $10 million and to change the rate of interest from the prime rate to prime less one-half percent on the portion of the facility guaranteed by SSDI and SDI and to prime plus one-half percent on the balance of the facility. Mantas’ $7 million credit facility also was amended to add SSDI, in addition to SDI, as a guarantor of $3.5 million of Mantas’ facility.

Other than as described above, other terms of the respective credit facilities, including rate of interest, payment terms and available credit, remain the same.

The information set forth above is qualified in its entirety by reference to the agreements filed as exhibits to this Current Report on Form 8-K, as listed below, which exhibits are incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1	Fifth Amendment and Consent dated as of February 28, 2006, to Amended and Restated Loan and Security Agreement dated as of December 15, 2002, as amended, by and between Comerica Bank, successor by merger to Comerica Bank – California, and Mantas, Inc.
99.2	Guaranty dated as of February 28, 2006 by Safeguard Delaware, Inc. and Safeguard Scientifics (Delaware), Inc. (on behalf of Mantas, Inc.)
99.3	Sixth Amendment dated as of February 28, 2006, to Loan Agreement dated as of February 13, 2003, as amended, by and between Comerica Bank and Clarient, Inc., formerly known as ChromaVision Medical Systems, Inc.

99.4	Fourth Amendment dated as of February 28, 2006 to Loan and Security Agreement dated as of December 1, 2004, by and between Comerica Bank and Laureate Pharma, Inc.
99.5	Seventh Amendment dated as of February 28, 2006 to Loan Agreement dated September 25, 2003 by and among Comerica Bank, Alliance Consulting Group Associates, Inc. and Alliance Holdings, Inc.
99.6	Amendment and Affirmation of Guaranty dated as of February 28, 2006 by Safeguard Scientifics, Inc. (on behalf of Alliance)
99.7	Amendment and Affirmation of Guaranty dated as of February 28, 2006 by Safeguard Delaware, Inc. and Safeguard Scientifics (Delaware), Inc. (on behalf of Alliance)
99.8	Second Amendment dated as of February 28, 2006 to Amended and Restated Loan and Security Agreement dated as of January 31, 2005, by and between Comerica Bank and Pacific Title & Art Studio, Inc., formerly known as Pacific Title & Arts Studio, Inc.

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 hereunto duly authorized.

	Safeguard Scientifics, Inc.
Dated: March 6, 2006	By:	STEVEN J. FEDER
		Steven J. Feder
		Senior Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

FIFTH AMENDMENT AND CONSENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     This Fifth Amendment and Consent to Amended and Restated Loan and Security Agreement is entered into as of February 28, 2006 (the “Amendment”), by and between COMERICA BANK, successor by merger to Comerica Bank — California (“Bank”) and MANTAS, INC. (“Borrower”).

RECITALS

     A. Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of December 15, 2002, as amended, including without limitation by that certain Loan Extension dated as of December 14, 2003, that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of March 19, 2004, that certain Second Amendment to amended and Restated Loan and Security Agreement dated as of March 31, 2004, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of January 28, 2005, that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of March 14, 2005, and that certain letter agreement dated January 28, 2006 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

     B. In addition, Sotas, Inc. desire to sell certain assets to Subex Systems Ltd., pursuant to the terms set forth in the Term Sheet dated December 22, 2005 in the form disclosed to Bank (the “Asset Sale”). Borrower has requested that Bank consent to the Asset Sale, and Bank has agreed to do so, subject to the terms and conditions of this Amendment.

     NOW, THEREFORE, the parties agree as follows:

     1. Section 6.7(c) of the Agreement is hereby amended to read as follows:

     (c) EBITDA. Borrower shall maintain at all times during which the aggregate amount of all outstanding Credit Extensions is greater than $3,500,000, an EBITDA for the periods set forth on Schedule 1 attached hereto and incorporated herein by reference, in an amount no less than the amount set forth below the corresponding period on Schedule 1. As used herein, “EBITDA” means Borrower’s net income plus interest, taxes, depreciation, amortization and non-cash stock compensation expenses, excluding the effect of the telecommunications operations which will be discontinued as a result of the Asset Sale.

     2. The following defined term is hereby amended in Exhibit A to the Agreement to read as follows:

     “Revolving Maturity Date” means February 28, 2007.

     3. The reference to “that arise in the ordinary course of Borrower’s and Sotas’ business” in the definition of “Eligible Accounts” on Exhibit A to the Agreement is hereby amended to read “that arise in the ordinary course of Borrower’s business”.

     4. Schedule 1 is hereby amended in its entirety to read as Schedule 1 attached hereto.

     5. Consent. Bank consents to the Asset Sale and will release it UCC filing against the assets sold pursuant to the Asset Sale (the “Purchased Assets”). Bank waives any violation of Section 7.1 of the Agreement that may occur as a result of the Asset Sale. Bank does not consent to any failure by Borrower to comply with any other

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provisions of the Loan Documents, whether as a result of the Asset Sale or otherwise. This consent is not a continuing consent with respect to any failure to perform any Obligations after consummation of the Asset Sale.

     6. 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. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all promissory notes, guaranties, security agreements, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement, except to the extent such security interest are being released pursuant to Section 17 below.

     7. Other than with respect to the Purchased Assets, Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

     8. 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.

     9. 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 Borrower;

          (b) Unconditional Guaranty (Safeguard);

          (c) Affirmation of Guaranty (Sotas);

          (d) a nonrefundable amendment fee equal to $3,000 plus an amount equal to all Bank Expenses incurred through the date of this Amendment; and

          (e) 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.

MANTAS, INC.

By: /s/ Kristyn Reed-Salow

Title: Chief Financial Officer

Name: Kristyn Reed-Salow

COMERICA BANK

By: /s/ Beth Kinsey

Title: Senior Vice President

Name: Beth Kinsey

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EX-99.2

EXHIBIT 99.2

GUARANTY

     For and in consideration of the loan by COMERICA BANK (“Bank”) to MANTAS, INC. ( “Borrower”), which loan is made pursuant to a Amended and Restated Loan and Security Agreement dated as of December 15, 2002, as amended from time to time, including without limitation by that certain Loan Extension dated as of December 14, 2003, that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of March 19, 2004, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of March 31, 2004, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of January 28, 2005, that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of March 14, 2005, that certain letter agreement dated January 28, 2006, and that certain Fifth Amendment and Consent to Amended and Restated Loan and Security Agreement dated as of the date hereof (collectively, the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, each of the undersigned guarantors (each a “Guarantor”; collectively, the “Guarantors”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Agreement and any other agreements between Borrower and Bank, executed and/or delivered in connection with the Agreement as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Agreement. Guarantor’s maximum liability under this Guaranty shall not exceed a principal amount of $3,500,000 plus interest and fees accrued in connection with the enforcement of the Agreement or this Guaranty.

     1. Each Guarantor guarantees to Bank payment of all amounts due under the Agreements (collectively, the “Obligations”) provided that no demand shall be made by Bank against Guarantors under this Guaranty until such time as Bank has accelerated all of the Obligations pursuant to the terms of the Agreements, provided that acceleration shall not be necessary where it is delayed or restricted by any law or judicial order, including a stay under the United States Bankruptcy Code or other insolvency law.

     2. Subject to Section 1, the obligations hereunder are joint and several and are independent of the obligations of Borrower and any other person or entity, and a separate action or actions may be brought and prosecuted against a Guarantor whether action is brought against Borrower or whether Borrower be joined in any such action or actions. Each Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, to the extent permitted by law. Guarantors’ liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of the Agreements.

     3. Each Guarantor authorizes Bank, without notice or demand and without affecting its liability hereunder, from time to time to (a) agree with Borrower to renew, extend, or otherwise change the terms of the Agreements or any part thereof; (b) take and hold security for the payment of this Guaranty or the Agreements, and exchange, enforce, waive and release any such security; and (c) apply such security and direct the order or manner of sale thereof as Bank in its sole discretion may determine.

     4. Subject to Section 1, above, each Guarantor waives any right to require Bank to (a) proceed against Borrower , any guarantor or any other person; (b) proceed against or exhaust any security held from Borrower; or (c) pursue any other remedy in Bank’s power whatsoever. Bank may, at its election, exercise or decline or fail to exercise any right or remedy it may have against Borrower or any security held by Bank, including without limitation the right to foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any way the liability of Guarantors hereunder. Each Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower. Each Guarantor waives any setoff, defense or counterclaim that Borrower may have against Bank. Each Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until all of the amounts that Borrower owes to Bank have been paid in full, Guarantors shall have no right of subrogation or reimbursement, contribution or other rights against Borrower, and each Guarantor waives any right to enforce any remedy that Bank now has or may hereafter have against Borrower. Each Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness. Guarantors assume the responsibility for being and keeping themselves informed of the financial condition of Borrower and of all other circumstances bearing upon the risk of nonpayment of any indebtedness or nonperformance of any obligation of Borrower, warrant to Bank that they will

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keep so informed, and agree that absent a request for particular information by Guarantors, Bank shall not have any duty to advise Guarantors of information known to Bank regarding such condition or any such circumstances. Each Guarantor waives the benefits of California Civil Code sections 2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899 and 3433.

     5. Each Guarantor acknowledges that, to the extent such Guarantor has or may have certain rights of subrogation or reimbursement against Borrower for claims arising out of this Guaranty, those rights may be impaired or destroyed if Bank elects to proceed against any real property security of Borrower by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by Guarantors against its obligations under this Guaranty. Each Guarantor waives that defense and any others arising from Bank’s election to pursue non-judicial foreclosure. Without limiting the generality of the foregoing, each Guarantor waives any and all benefits and defenses under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, to the extent they are applicable.

     6. If Borrower becomes insolvent or is adjudicated bankrupt or files a petition for reorganization, arrangement, composition or similar relief under any present or future provision of the United States Bankruptcy Code, or if such a petition is filed against Borrower, and in any such proceeding some or all of any indebtedness or obligations under the Agreements are terminated or rejected or any obligation of Borrower is modified or abrogated, or if Borrower’s obligations are otherwise avoided for any reason, Guarantors agree that their liability hereunder shall not thereby be affected or modified and such liability shall continue in full force and effect as if no such action or proceeding had occurred. This Guaranty shall continue to be effective or be reinstated, as the case may be, if any payment must be returned by Bank upon the insolvency, bankruptcy or reorganization of Borrower, a Guarantor, any other guarantor, or otherwise, as though such payment had not been made.

     7. Guarantors agree to pay reasonable attorneys’ fees and all other costs and expenses which may be incurred by Bank in the enforcement of this Guaranty. No terms or provisions of this Guaranty may be changed, waived, revoked or amended without Bank’s prior written consent. Should any provision of this Guaranty be determined by a court of competent jurisdiction to be unenforceable, all of the other provisions shall remain effective. This Guaranty, together with any agreements (including without limitation any security agreements or any pledge agreements) executed in connection with this Guaranty, embodies the entire agreement among the parties hereto with respect to the matters set forth herein, and supersedes all prior agreements among the parties with respect to the matters set forth herein. No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof. There are no conditions to the full effectiveness of this Guaranty. Bank may assign this Guaranty without in any way affecting Guarantors’ liability under it. This Guaranty shall inure to the benefit of Bank and its successors and assigns. This Guaranty is in addition to the guaranties of any other guarantors and any and all other guaranties of Borrower’s indebtedness or liabilities to Bank.

     8. Each Guarantor represents and warrants to Bank that (i) Guarantor has taken all necessary and appropriate action to authorize the execution, delivery and performance of this Guaranty, (ii) execution, delivery and performance of this Guaranty do not conflict with or result in a breach of or constitute a default under Guarantor’s Certificate of Incorporation or Bylaws or other organizational documents or agreements to which it is party or by which it is bound, and (iii) this Guaranty constitutes a valid and binding obligation, enforceable against Guarantor in accordance with its terms.

     9. Each Guarantor covenants and agrees that Guarantor shall do all of the following:

          9.1. Guarantor shall maintain its corporate existence, remain in good standing in the state of its organization, and continue to qualify in each jurisdiction in which the failure to so qualify could have a material adverse effect on the financial condition, operations or business of Guarantor. Guarantor shall maintain in force all licenses, approvals and agreements, the loss of which could have a material adverse effect on its financial condition, operations or business.

          9.2. Guarantor shall comply with all statutes, laws, ordinances, directives, orders, and government rules and regulations to which it is subject if non-compliance with such laws could adversely affect the financial condition, operations or business of Guarantor.

          9.3. At any time and from time to time Guarantor shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect the purposes of this Guaranty.

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          9.4. Guarantor shall not transfer, assign, encumber or otherwise dispose of any shares of capital stock or other equity interest Guarantor may now have or hereafter acquire in Borrower, other than stock options issued in the normal course of business to its employees.

     10. This Guaranty shall be governed by the laws of the State of California, without regard to conflicts of laws principles. EACH GUARANTOR WAIVES ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. Each Guarantor submits to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California for purposes of this Guaranty and the Agreements.

     11. REFERENCE PROVISION. In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

          11.1. With the exception of the items specified in clause 12.2, below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the “Comerica Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Comerica Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).

          11.2. The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

          11.3. The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

          11.4. The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

          11.5. The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

          11.6. Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when

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any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

          11.7. The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

          11.8. If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

          11.9. THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER COMERICA DOCUMENTS.

     12. This Agreement is intended to and does completely amend and restate, without novation, that certain Unconditional Guaranty dated as of March 31, 2004 given by SAFEGUARD DELAWARE, INC. to Bank.

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     IN WITNESS WHEREOF, the undersigned Guarantors have executed this Guaranty as of this 28^th day of February, 2006.

SAFEGUARD DELAWARE, INC.
By:	/s/ Christopher J. Davis
Title: Vice President
SAFEGUARD DELAWARE, INC. Attn: CFO 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By:	/s/ Christopher J. Davis
Title: Vice President
SAFEGUARD SCIENTIFICS (DELAWARE), INC. Attn: CFO 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087

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EX-99.3

EXHIBIT 99.3

SIXTH AMENDMENT TO LOAN AGREEMENT

     This Sixth Amendment to Loan Agreement (this “Amendment”) is entered into as of February 28, 2006, by and between COMERICA BANK (“Bank”), and CLARIENT, INC., a Delaware corporation, formerly known as Chromavision Medical Systems, Inc. (“Borrower”).

RECITALS

     Borrower and Bank are parties to that certain Loan Agreement dated as of February 13, 2003, as amended from time to time, including but not limited to that certain First Amendment to Loan and Security Agreement dated as of October 21, 2003, that certain Second Amendment to Loan and Security Agreement dated as of January 22, 2004, that certain Third Amendment to Loan Agreement dated as of January 31, 2005, that certain Fourth Amendment to Loan and Security Agreement dated as of March 11, 2005, that certain Fifth Amendment to Loan and Security Agreement dated as of August 1, 2005 and that certain Loan Extension Letter Agreement dated as of January 26, 2006 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

     NOW, THEREFORE, the parties agree as follows:

     1. The following defined term in Section 1.1 of the Agreement is amended and restated in its entirety to read as follows:

        “’Revolving Maturity Date’ means February 28, 2007.”

     2. Section 6.8 of the Agreement is amended and restated in its entirety to read as follows:

        “6.8 Tangible Net Worth. Borrower shall maintain, as of the last day of each calendar month, a Tangible Net Worth of not less than $0.”

     3. Exhibit C to the Agreement is amended and replaced with Exhibit C attached hereto.

     4. All references in the Agreement to Bank’s address at 2321 Rosecrans Ave., Suite 5000, El Segundo, CA 90245, shall mean and refer to 75 E Trimble Road, San Jose, CA 95131.

     5. 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. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

     6. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

     7. 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 Borrower;

          (b) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;

          (c) an Affirmation of Guaranty from each Guarantor in the form attached hereto, together with resolutions authorizing the execution and delivery of the same;

          (d) an amendment fee in the amount of $5,000, which shall be due and payable and nonrefundable on the date hereof, and which may be debited from any of Borrower’s accounts;

          (e) all Bank Expenses incurred through the date of this Amendment, which shall be due and payable and nonrefundable on the date hereof, and which may be debited from any of Borrower’s accounts; and

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

     8. 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.

                                        [Signature Page Follows]

- 2 -

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

CLARIENT, INC., formerly known as Chromavision Medical Systems, Inc.
By:	/s/ Ronald A. Andrews
Title:	CEO & President
COMERICA BANK
By:	/s/ James Ligman
Title:	Assistant Vice President

EXHIBIT C
COMPLIANCE CERTIFICATE

TO:                 COMERICA BANK

FROM:            CLARIENT, INC.

The undersigned authorized officer of CLARIENT, INC. hereby certifies that in accordance with the terms and conditions of the Loan Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below and (ii) all representations and warranties of 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
Monthly financial statements	Monthly within 30 days	Yes	No
Annual (CPA Audited)	FYE within 120 days	Yes	No
10K and 10Q	(as applicable)	Yes	No
Total amount of Borrower’s cash and investments	Amount: $	Yes	No
Total amount of Borrower’s cash and investments maintained with Bank	Amount: $	Yes	No

Financial Covenant	Required		Actual		Complies
Measured on a Monthly Basis:
Minimum Tangible Net Worth	$	0.00	$	—	Yes	No

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status		Yes	No
DATE

EX-99.4

EXHIBIT 99.4

FOURTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

     This Fourth Amendment to Loan and Security Agreement is entered into as of February 28, 2006 (the “Amendment”), by and between COMERICA BANK (“Bank”) and LAUREATE PHARMA, INC. (“Borrower”).

RECITALS

     Borrower and Bank are parties to that certain Loan and Security Agreement dated as of December 1, 2004, as amended, including without limitation by that certain First Amendment to Loan and Security Agreement dated as of January 31, 2005, that certain Second Amendment to Loan and Security Agreement dated as of May 6, 2005, that certain Third Amendment to Loan and Security Agreement dated as of June 20, 2005, and that certain Loan Extension letter dated as of January 28, 2006 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

     NOW, THEREFORE, the parties agree as follows:

     1. The following defined terms in Section 1.1 of the Agreement are hereby amended and restated in their entirety to read as follows:

          “Revolving Line” means a credit extension of up to Five Million Five Hundred Thousand Dollars ($5,500,000).

          “Revolving Maturity Date” means February 28, 2007.

     2. Bank’s primary address for notices set forth in Section 10 of the Agreement is hereby amended in its entirety to read as follows:

“If to Bank:	Comerica Bank
	m/c 4770
	75 E Trimble Road
	San Jose, CA 95131
	Attn: Manager
	FAX: (408) 556-5091”

     3. Section 11 of the Agreement is hereby amended and restated in its entirety to read as follows:

          “11. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

               This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Jurisdiction shall lie in the State of California. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.”

1

     4. 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. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all promissory notes, guaranties, security agreements, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement.

     5. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

     6. 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.

     7. 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 Borrower;

               (b) Secretary’s Certificate in form and substance satisfactory to Bank, duly executed by Borrower;

               (c) An Affirmation of Guaranty, duly executed by Safeguard Delaware, Inc. and Safeguard Scientifics (Delaware), Inc.;

               (d) A legal fee from the Borrower in the amount of $350;

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

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

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

LAUREATE PHARMA, INC.
By:	/s/ Steven Grenfell
Title:	Vice President
COMERICA BANK
By:	/s/ Peter Gibson
Title:	Vice President

2

EX-99.5

EXHIBIT 99.5

SEVENTH AMENDMENT

TO

LOAN DOCUMENTS

     This Seventh Amendment to Loan Documents is entered into as of February 28, 2006 (the “Amendment”), by and among COMERICA BANK (“Bank”), ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (“Consulting”) and ALLIANCE HOLDINGS, INC., (“Holdings”; Consulting and Holdings are referred to herein individually as a “Borrower” and collectively, the “Borrowers”).

RECITALS

     Borrowers and Bank are parties to that certain Loan and Security Agreement dated as of September 25, 2003, as amended, including without limitation by that certain First Amendment to Loan and Security Agreement dated as of December 12, 2003, that certain Second Amendment to Loan and Security Agreement dated as of May 27, 2004, that certain Third Amendment to Loan Documents dated as of August 9, 2004, that certain Fourth Amendment to Loan Documents dated as of September 30, 2004, that certain Fifth Amendment to Loan Documents dated as of March 11, 2005, and that certain Sixth Amendment to Loan Documents dated as of June 30, 2005 (collectively, the “Agreement”) and that certain LIBOR Addendum to Loan and Security Agreement dated as of September 25, 2003 (the “LIBOR Addendum”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

     NOW, THEREFORE, the parties agree as follows:

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

          “ACH Sublimit” means a sublimit for Automated Clearing House transactions under the Revolving Line not to exceed $250,000.

          “Borrowing Base” means an amount equal to eighty percent (80%) of Eligible Accounts, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrowers.

          “Credit Extension” means each Advance, Line II Advance, extension of ACH services, Letter of Credit, or any other extension of credit by Bank for the benefit of a Borrower hereunder.

          “Line II Advance” or “Line II Advances” means a cash advance or cash advances under the Revolving Line II.

          “Line II Maturity Date” means February 28, 2007.

          “Revolving Line II” means a credit extension of up to Ten Million Dollars ($10,000,000).

          “Revolving Line” means a credit extension of up to Ten Million Dollars ($10,000,000).

          “Revolving Maturity Date” means February 28, 2007.

     2. The reference to “net billed trade Accounts that arise in the ordinary course of a Borrower’s business” in the defined term “Eligible Accounts” in Section 1.1 of the Agreement is hereby amended to read “net

1

billed trade Accounts that arise in the ordinary course of ALLIANCE CONSULTING GROUP ASSOCIATES, INC.’s business”.

     3. Subsection (h) of the defined term “Eligible Accounts” in Section 1.1 of the Agreement is hereby amended to read as follows:

          (h) Accounts with respect to which a Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to such Borrower or for deposits or other property of the account debtor held by such Borrower, but only to the extent of any amounts owing to the account debtor against amounts owed to such Borrower;

     4. Section 2.1(b) of the Agreement is hereby amended in its entirety to read as follows:

          (b) Line II Advances.

               (i) Subject to and upon the terms and conditions of this Agreement, Borrowers may request Line II Advances in an aggregate outstanding amount not to exceed the Revolving Line II. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1(b) may be repaid and reborrowed at any time prior to the Line II Maturity Date, at which time all Line II Advances under this Section 2.1(b) shall be immediately due and payable. Borrowers may prepay any Line II Advances without penalty or premium.

               (ii) Whenever Borrowers desire an Line II Advance, a Borrower will notify Bank by facsimile transmission or telephone no later than 3:30 p.m. Eastern time, on the Business Day that the Line II Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank is authorized to make Line II Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such Line II Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrowers shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Line II Advances made under this Section 2.1(b) to a Borrower’s deposit account. Upon the occurrence and during the continuance of an Event of Default, Borrowers authorize Bank to, if there is availability under Revolving Line II, make Line II Advances and use such Line II Advances to pay down amounts outstanding under the Revolving Line (including amounts outstanding under any sublimits thereof). Any such Line II Advance shall be treated as a Line II Advance for all purposes hereunder and for the purposes of any Guaranties executed in connection herewith.

     5. Section 2.3(a) of the Agreement is hereby amended in its entirety to read as follows:

               (a) Advances. Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding Daily Balance thereof, at a rate equal to the Prime Rate plus 0.50%. Except as set forth in Section 2.3(b), the Line II Advances shall bear interest, on the outstanding Daily Balance thereof, at a rate equal to the Prime Rate minus 0.50%.

     6. The following sentence is hereby added to the end of Section 2.4 of the Agreement: “Upon the occurrence and during the continuance of an Event of Default, any payments made by Borrowers may be applied by Bank first to any amounts owing in connection with the Revolving Line under Section 2.1(a) and only after repayment in full of all such amounts shall any such payments be applied to amounts owing in connection with the Revolving Line II.”

2

     7. Section 6.3(b) of the Agreement is hereby amended to read as follows: “(b) as soon as available, but in any event (i) within ninety (90) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank and (ii) within forty five (45) days after the last day of each quarter, consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer;”.

     8. The second paragraph of Section 6.3 of the Agreement is hereby amended in its entirety to read as follows:

          Within twenty (20) days after the last day of each month and with each request for an Advance (if no Advances are outstanding at the time of such request), Borrowers shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, provided that such reporting shall be delivered on a weekly basis at any time that any Advances are outstanding.

     9. Sections 6.12, 6.13 and 6.14 of the Agreement are hereby amended in their entirety to read as follows:

          6.12 [Intentionally Omitted.]

          6.13 Profitability. Borrowers’ pre-tax profit for the three months ending (i) January 31, 2006 shall be at least $1.00, (ii) February 28, 2006 shall be at least $200,000, (iii) March 31, 2006 shall be at least negative $600,000, and (iv) April 30, 2006 shall be at least negative $100,000. As of the last day of the month ending May 31, 2006, and as of the last day of each month thereafter, Borrowers’ pre-tax profit for the three months immediately preceding each date of measurement shall be at least $1.00.

          6.14 [Intentionally Omitted.]

     10. The two paragraphs after Section 6.14 of the Agreement are hereby amended in their entirety to read as follows:

          The calculation of all Financial Covenants shall exclude the impact of noncash stock compensation expenses. Restructuring charges may be excluded from the calculation of the Financial Covenants if approved by Bank in its sole discretion.

     11. Exhibit C to the Agreement is hereby amended and replaced in its entirety by Exhibit C attached hereto.

     12. Exhibit D to the Agreement is hereby amended and replaced in its entirety by Exhibit D attached hereto.

     13. 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 remains in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of all promissory notes, guaranties, security agreements, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement.

3

     14. Except as set forth in the Schedule of Exceptions originally provided by Borrowers to Bank in connection with the Agreement and the updated Schedule of Exceptions provided by Borrowers to Bank in connection with this Amendment, each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

     15. 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.

     16. 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) Affirmation of Subordination;

               (c) two Amendment and Affirmation of Guaranties;

               (d) Disbursement Instructions, Agreement to Provide Insurance, and Automatic Debit Authorization;

               (e) a nonrefundable amendment fee equal to $20,000 plus an amount equal to all Bank Expenses incurred through the date of this Amendment; and

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

4

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

ALLIANCE HOLDINGS, INC.
By:	/s/ James P. Dandy
Title:	Vice President of Finance
ALLIANCE CONSULTING GROUP ASSOCIATES, INC.
By:	/s/ James P. Dandy
Title:	Vice President of Finance
COMERICA BANK
By:	/s/ Beth Kinsey
Title:	Senior Vice President

5

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrowers: ALLIANCE CONSULTING GROUP ASSOCIATES, INC. & ALLIANCE HOLDINGS, INC. Lender: Comerica Bank

Commitment Amount: $10,000,000

ACCOUNTS RECEIVABLE
	1. Accounts Receivable Book Value as of ___			$	————
	2. Additions (please explain on reverse)			$	————
	3. TOTAL ACCOUNTS RECEIVABLE			$	————
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	4. Amounts over 90 days due	$	————
	5. Balance of 25% over 90 day accounts	$	————
	6. Concentration Limits	$	————
	7. Foreign Accounts	$	————
	8. Governmental Accounts	$	————
	9. Unbilled Accounts	$	————
	10. Intercompany/Employee Accounts	$	————
	11. Other (please explain on reverse)	$	————
	12. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS			$	————
	13. Eligible Accounts (#3 minus #12)			$	————
	14. LOAN VALUE OF ACCOUNTS (80% of #13)			$	————
BALANCES
	15. Maximum Loan Amount			$	10,000,000
	16. Total Funds Available [Lesser of #15 or #14]			$	————
	17. Present balance owing on Revolving Line			$	————
	18. Outstanding under Sublimits			$	————
	19. RESERVE POSITION (#16 minus #17 and #18)			$	————

The undersigned each represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and Comerica Bank.

ALLIANCE CONSULTING GROUP ASSOCIATES, INC.		ALLIANCE HOLDINGS, INC.
By:		By:
	Authorized Signer		Authorized Signer

6

EXHIBIT D

COMPLIANCE CERTIFICATE

TO:	COMERICA BANK
FROM:	ALLIANCE CONSULTING GROUP ASSOCIATES, INC. & ALLIANCE HOLDINGS, INC.

     The undersigned authorized officer of ALLIANCE CONSULTING GROUP ASSOCIATES, INC. & ALLIANCE HOLDINGS, INC. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement among 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 such Borrower stated in the Agreement are true and correct 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
Monthly & Quarterly financial statements	Monthly within 30 days; Quarterly within 45 days	Yes	No
Annual (CPA Audited)	FYE within 90 days	Yes	No
10K and 10Q	(as applicable)	Yes	No
A/R & A/P Agings, Borrowing Base Cert.	Monthly within 20 days*	Yes	No
A/R Audit	Initial and Semi-Annual	Yes	No
IP Report	Quarterly within 30 days	Yes	No
Financial Forecast	FYE within 60 days	Yes	No

* Within twenty (20) days after the last day of each month and with each request for an Advance (if no Advances are outstanding at the time of such request), Borrowers shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, provided that such reporting shall be delivered on a weekly basis at any time that any Advances are outstanding.

Financial Covenant	Required		Actual			Applicable			Complies
Minimum Current Ratio		1.00:1.00		_____:1.00			N/A	Yes	No
Minimum Consultant Utilization		85%***		———	%		N/A	Yes	No
Minimum Pre-tax Profit		*	$	————			N/A	Yes	No

*

Borrowers’ pre-tax profit for the three months ending (i) January 31, 2006 shall be at least $1.00, (ii) February 28, 2006 shall be at least $200,000, (iii) March 31, 2006 shall be at least negative $600,000, and (iv) April 30, 2006 shall be at least negative $100,000. As of the last day of the month ending May 31, 2006, and as of the last day of each month thereafter, Borrowers’ pre-tax profit for the three months immediately preceding each date of measurement shall be at least $1.00.

***

Please attach a report showing calculation of consultant utilization percentage.

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
		AUTHORIZED SIGNER
Sincerely,	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status		Yes	No
DATE

7

EX-99.6

EXHIBIT 99.6

AMENDMENT AND AFFIRMATION OF GUARANTY
(SAFEGUARD SCIENTIFICS, INC.)

     This AMENDMENT AND AFFIRMATION OF GUARANTY is made as of February 28, 2006, by the undersigned (“Guarantor”) and COMERICA BANK (“Bank”).

RECITALS

     Bank, ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (“Consulting”) and ALLIANCE HOLDINGS, INC. (“Holdings”; Consulting and Holdings are referred to herein individually as a “Borrower” and collectively, the “Borrowers”) are parties to that certain Loan and Security Agreement dated as of September 25, 2003, as amended from time to time, including without limitation by that certain First Amendment to Loan and Security Agreement dated as of December 12, 2003, that certain Second Amendment to Loan and Security Agreement dated as of May 27, 2004, that certain Third Amendment to Loan Documents dated as of August 9, 2004, that certain Fourth Amendment to Loan Documents dated as of September 30, 2004, that certain Fifth Amendment to Loan Documents dated as of March 11, 2005, and that certain Sixth Amendment to Loan Documents dated as of June 30, 2005 (collectively, the “Loan Agreement”). Guarantor executed for the benefit of Bank an Unconditional Guaranty dated as of September 25, 2003 (the “Guaranty”), guarantying certain amounts owing by Borrowers to Bank. Borrowers and Bank propose to enter into a Seventh Amendment to Loan Documents of even date herewith (the “Amendment”), which amends the Loan Agreement by, among other things, restructuring and extending the maturity date of the credit facilities. Bank has agreed to enter into the Amendment provided, among other things, that Guarantor consents to the entry by Borrowers into the Amendment and related documents and agrees that the Guaranty will remain effective. In addition, the parties desire to amend the Guaranty in accordance with the terms of this Amendment and Affirmation.

AGREEMENT

     NOW, THEREFORE, Guarantor agrees as follows:

     1. Guarantor consents to the execution, delivery and performance by Borrower of the Amendment and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Documents.

     2. The last sentence of the introductory paragraph to the Guaranty is hereby amended to read as follows: “Notwithstanding anything to the contrary in this Guaranty, the maximum amount for which Guarantors will be liable under this Guaranty shall not exceed the outstanding Line II Advances plus interest accrued under Revolving Line II and fees and expenses owing under the Agreement, plus all costs and expenses (including reasonable attorneys fees and expenses) incurred by Bank in defending or enforcing Bank’s rights under this Guaranty and the Agreement. However, Guarantors acknowledge that Bank has the right, upon the occurrence and during the continuance of an Event of Default, to (i) make Line II Advances to repay amounts owing by Borrowers under the Revolving Line, and such additional Line II Advances shall be subject to this Guaranty as if they were originally made as Line II Advances and (ii) apply any payments made by Borrower first to any amounts owing in connection with the Revolving Line under Section 2.1(a) of the Agreement and, only after repayment in full of all such amounts, apply payments to amounts outstanding under and owing in connection with Revolving Line II. Guarantors’ maximum liability for principal hereunder shall decrease by any principal amounts collected by Bank under the Other Safeguard Guaranty. As used herein “Other Safeguard Guaranty” means that certain Unconditional Guaranty given by SAFEGUARD DELAWARE, INC. and SAFEGUARD SCIENTIFICS (DELAWARE), INC. to Bank as of September 30, 2004, as amended from time to time.”

     3. Guarantor represents and warrants that the Representations and Warranties contained in the Guaranty are true and correct as of the date of this Amendment and Affirmation. Unless otherwise defined, all capitalized terms in this Amendment and Affirmation shall be as defined in the Guaranty.

     4. The Guaranty, 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. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment and Affirmation and shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Guaranty, as in effect prior to the date hereof. Guarantor ratifies and reaffirms the continuing effectiveness of all instruments, documents and agreements entered into in connection with the Guaranty.

          IN WITNESS WHEREOF, the undersigned Guarantor has executed this Amendment and Affirmation of Guaranty as of the first date above written.

SAFEGUARD SCIENTIFICS, INC.
By:	/s/ Christopher J. Davis
Title: Executive Vice President and Chief Administrative & Financial Officer
COMERICA BANK
By:	/s/ Beth Kinsey
Title: Senior Vice President

EX-99.7

EXHIBIT 99.7

AMENDMENT AND AFFIRMATION OF GUARANTY
(Safeguard Delaware/Safeguard Scientifics (Delaware))

     This AMENDMENT AND AFFIRMATION OF GUARANTY is made as of February 28, 2006, by the undersigned (each a “Guarantor”; collectively, the “Guarantors”) and COMERICA BANK (“Bank”).

RECITALS

     Bank, ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (“Consulting”) and ALLIANCE HOLDINGS, INC. (“Holdings”; Consulting and Holdings are referred to herein individually as a “Borrower” and collectively, the “Borrowers”) are parties to that certain Loan and Security Agreement dated as of September 25, 2003, as amended from time to time, including without limitation by that certain First Amendment to Loan and Security Agreement dated as of December 12, 2003, that certain Second Amendment to Loan and Security Agreement dated as of May 27, 2004, that certain Third Amendment to Loan Documents dated as of August 9, 2004, that certain Fourth Amendment to Loan Documents dated as of September 30, 2004, that certain Fifth Amendment to Loan Documents dated as of March 11, 2005, and that certain Sixth Amendment to Loan Documents dated as of June 30, 2005 (collectively, the “Loan Agreement”). Guarantors executed for the benefit of Bank an Unconditional Guaranty dated as of September 30, 2004 (the “Guaranty”), guarantying certain amounts owing by Borrowers to Bank. Borrowers and Bank propose to enter into a Seventh Amendment to Loan Documents of even date herewith (the “Amendment”), which amends the Loan Agreement by, among other things, restructuring and extending the maturity date of the credit facilities. Bank has agreed to enter into the Amendment provided, among other things, that Guarantors consent to the entry by Borrowers into the Amendment and related documents and agrees that the Guaranty will remain effective. In addition, the parties desire to amend the Guaranty in accordance with the terms of this Amendment and Affirmation.

AGREEMENT

     NOW, THEREFORE, Guarantors agree as follows:

     1. Each Guarantor consents to the execution, delivery and performance by Borrower of the Amendment and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Documents.

     2. The last sentence of the introductory paragraph to the Guaranty is hereby amended to read as follows: “Notwithstanding anything to the contrary in this Guaranty, the maximum amount for which Guarantors will be liable under this Guaranty shall not exceed the outstanding Line II Advances plus interest accrued under Revolving Line II and fees and expenses owing under the Agreement, plus all costs and expenses (including reasonable attorneys fees and expenses) incurred by Bank in defending or enforcing Bank’s rights under this Guaranty and the Agreement. However, Guarantors acknowledge that Bank has the right, upon the occurrence and during the continuance of an Event of Default, to (i) make Line II Advances to repay amounts owing by Borrowers under the Revolving Line, and such additional Line II Advances shall be subject to this Guaranty as if they were originally made as Line II Advances and (ii) apply any payments made by Borrower first to any amounts owing in connection with the Revolving Line under Section 2.1(a) of the Agreement and, only after repayment in full of all such amounts, apply payments to amounts outstanding under and owing in connection with Revolving Line II. Guarantors’ maximum liability for principal hereunder shall decrease by any principal amounts collected by Bank under the Other Safeguard Guaranty. As used herein “Other Safeguard Guaranty” means that certain Unconditional Guaranty given by SAFEGUARD SCIENTIFICS, INC. to Bank as of September 25, 2003, as amended from time to time.”

     3. Each Guarantor represents and warrants that the Representations and Warranties contained in the Guaranty are true and correct as of the date of this Amendment and Affirmation. Unless otherwise defined, all capitalized terms in this Amendment and Affirmation shall be as defined in the Guaranty.

     4. The Guaranty, 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. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment and Affirmation and shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Guaranty, as in effect prior to the date hereof. Each Guarantor ratifies and reaffirms the continuing effectiveness of all instruments, documents and agreements entered into in connection with the Guaranty.

          IN WITNESS WHEREOF, the undersigned Guarantor has executed this Amendment and Affirmation of Guaranty as of the first date above written.

SAFEGUARD DELAWARE, INC.
By:	/s/ Steven J. Feder
Title: Vice President
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By:	/s/ Steven J. Feder
Title: Vice President
COMERICA BANK
By:	/s/ Beth Kinsey
Title: Senior Vice President

EX-99.8

EXHIBIT 99.8

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     This Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of February 28, 2006, by and between COMERICA BANK (“Bank”), and PACIFIC TITLE & ART STUDIO, INC., formerly known as Pacific Title and Arts Studio, Inc., a Delaware corporation (“Borrower”).

RECITALS

     Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of January 31, 2005, as amended from time to time, including but not limited to by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of March 11, 2005 and that certain Loan Extension Letter Agreement dated as of January 28, 2006 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

     NOW, THEREFORE, the parties agree as follows:

     1. The following defined term in Section 1.1 of the Agreement is amended and restated in its entirety to read as follows:

        “‘Revolving Maturity Date’ means February 28, 2007.”

     2. All references in the Agreement to Bank’s address at 2321 Rosecrans Ave., Suite 5000, El Segundo, CA 90245, shall mean and refer to 75 E Trimble Road, San Jose, CA 95131.

     3. 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. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

     4. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

     5. 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 Borrower;

               (b) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;

               (c) an Affirmation of Subordination Agreement in the form attached hereto, duly executed by the parties thereto;

               (d) an amendment fee in the amount of $5,000, which shall be due and payable and nonrefundable on the date hereof, and which may be debited from any of Borrower’s accounts;

               (e) all Bank Expenses incurred through the date of this Amendment, which shall be due and payable and nonrefundable on the date hereof, and which may be debited from any of Borrower’s accounts; and

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

     6. 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.

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

PACIFIC TITLE & ART STUDIO, INC., formerly known as Pacific Title and Arts Studio, Inc.
By:	/s/ Phillip J. Feiner
Title:	CEO & President
COMERICA BANK
By:	/s/ James Ligman
Title:	Assistant Vice President