(this "Agreement"), dated _________,_________,_________(M,D,Y), by and among AAA Incorporated, a _________(PLACENAME) corporation ("AAA"), and BBB Incorporated, an _________(PLACENAME) corporation ('BBB ") and a wholly owned subsidiary of AAA Incorporated (collectively, the "Borrower"), and Safeguard Scientifics (_________(PLACENAME)), Inc. ("Lender"), a _________(PLACENAME) corporation.

　　BACKGROUND

　　The Borrower presently has a senior bank credit in the amount of $,_________(consisting of a $,_________ revolving line of credit, a $,_________ term loan and a $,_________ term loan) (the "Senior Credit") pursuant to Secured Credit Agreement, dated _________,_________,_________(M,D,Y) between the American National Bank and Trust Company of Chicago (the "Bank") and AAA (as amended to date, the "Credit Agreement"), a Term Note, Second Term Note, Revolving Note, Security Agreement, and Trademark Collateral Assignment and Security Agreement (all as defined in the Credit Agreement), the Modification Agreement dated _________,_________,_________(M,D,Y) between the Bank and AAA and BBB , the Second Modification Agreement dated _________,_________,_________(M,D,Y), between the Bank and AAA and BBB (the "Second Modification Agreement"), the Security Agreement and the Guaranty (all as defined in the Second Modification Agreement), and wishes to obtain a loan from Lender pursuant to this Agreement.

　　NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

　　ARTICLE I

　　THE LOAN

　　1.1. The Loan. Subject to the terms and conditions hereinafter provided, Lender shall make the following loans and/or lines of credit (whether one or more, collectively, the "Loan") available to Borrower, for the purposes indicated below :

　　The loan shall be for an aggregate amount of _________ Dollars ($,_________) and shall be used only for working capital purposes, which shall not include the repayment of any existing indebtedness. The Loan shall be advanced at one time upon request of the Borrower. The request shall be made pursuant to a notice from the Borrower to the Lender which certifies the Loan is to be used for working capital purposes of BBB , which it is understood includes the purchase of assets for BBB , that the representations and warranties hereunder remain true and correct in all material respects, and that there is no event of default or event which with the passage of time or giving of notice or both would cause an event of default hereunder or a default under the documents in respect of the Senior Credit.