[SAFEGUARD LOGO]

           CODE OF ETHICS FOR EXECUTIVE, FINANCIAL AND LEGAL OFFICERS

Safeguard Scientifics, Inc. (the "Company") is committed to the highest
standards of ethical business conduct. We provide this Code of Ethics (the
"Code") as a set of guidelines pursuant to which our executive, financial and
legal officers perform their duties. Employees subject to this Code include
executive officers, legal officers, the principal financial officer, controller
or principal accounting officer, and any person who performs a similar function.
However, we expect all employees who participate in the preparation of any part
of our financial statements to adhere to these guidelines.

The Board of Directors has designated Deirdre Blackburn to be the compliance
officer (the "Compliance Officer") for the implementation and administration of
this Code.

The items set forth below are presented as guidelines for the executive,
financial and legal officers, but are, in fact, statements of mandatory conduct.
It is also important to note that any waiver of, or amendment to, the
requirements in this Code will be subject to public disclosure.

         -        Act with honesty and integrity, avoiding violations of this
                  Code, including actual or apparent conflicts of interest with
                  the Company (or any subsidiary or other affiliate thereof) in
                  personal and professional relationships.

         -        Avoid conflicts of interest, whether actual or apparent, with
                  the Company (or any subsidiary or other affiliate thereof),
                  and disclose to the Compliance Officer any material
                  transaction or relationship that reasonably could be expected
                  to give rise to actual or apparent conflicts of interest with
                  the Company.

         -        Provide the Company's other employees, consultants, and
                  advisors with information that is accurate, complete,
                  objective, relevant, timely, and understandable.

         -        Record or participate in the recording of entries in the
                  Company's books and records that are accurate to the best of
                  your knowledge.

         -        Endeavor to ensure full, fair, timely, accurate, and
                  understandable disclosure in the Company's periodic reports
                  and in other public communications made by the Company.

         -        Comply with rules and regulations of federal, state,
                  provincial and local governments, and other appropriate
                  private and public regulatory agencies.



         -        Disclose to the Compliance Officer any facts or circumstances
                  that reasonably could be expected to give rise to a violation
                  of this Code.

         -        Act in good faith, responsibly, and with due care, competence
                  and diligence, without misrepresenting material facts or
                  allowing your independent judgment to be subordinated.

         -        Respect the confidentiality of information acquired in the
                  course of your work except where you have Company approval or
                  where disclosure is otherwise legally mandated. Confidential
                  information acquired in the course of your work will not be
                  used for personal advantage.

         -        Share and maintain skills important and relevant to the
                  Company's needs.

         -        Proactively promote ethical behavior among peers in your work
                  environment.

         -        Achieve responsible use of and control over all assets and
                  resources employed or entrusted to you.

Last Revised: October 15, 2003