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                                                                   Exhibit 10.38

                       [SAFEGUARD SCIENTIFICS, INC. LOGO]
                         STOCK OPTION GRANT CERTIFICATE

Safeguard Scientifics, Inc., a Pennsylvania corporation (the "Company"), hereby
grants to the grantee named below ("Grantee") an option (this "Option") to
purchase the total number of shares shown below of Common Stock of the Company
(the "Shares") at the exercise price per share set forth below, subject to all
of the terms and conditions on the reverse side of this Stock Option Grant
Certificate. The terms and conditions set forth on the reverse side hereof are
incorporated herein by reference.

<TABLE>
<CAPTION>
<S>                      <C>
Grant Date:                March 1, 1999

Type of Option:            Non-qualified Stock Option

Shares Subject to Option:  100,000

Exercise Price Per Share:  $37.0625

Term of Option:            8 years
</TABLE>

Shares subject to issuance under this Option do not vest until the first
anniversary of the grant, and then shall be eligible for exercise according to
the Harry Wallaesa following vesting schedule:

March 1, 2000 to February 28, 2001        25%
March 1, 2001 to February 28, 2002        50%
March 1, 2002 to February 28, 2003        75%
On or after March 1, 2003                100%

In witness whereof, this Stock Option Grant Certificate has been executed by the
Company by a duly authorized officer as of the date specified hereon.

Safeguard Scientifics, Inc.

/s/ Michael Miles
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Grantee acknowledges that the grant and exercise of this Option, and the sale of
Shares obtained through the exercise of this Option, may have tax implications
that could result in adverse tax consequences to the Grantee and that Grantee is
not relying on the Company for any tax, financial or legal advice and will
consult a tax adviser prior to such exercise or disposition.

/s/ Harry Wallaesa
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Harry Wallaesa
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1.    Option Expiration. The Option shall automatically terminate upon the
happening of the first of the following events:

      (a) The expiration of the 90-day period after the Grantee ceases to be
employed by the Company, if the termination is for any reason other than
disability, death or cause;

      (b) The expiration of the one-year period after the Grantee ceases to be
employed by the Company on account of the Grantee's disability;

      (c) The expiration of the one-year period after the Grantee ceases to be
employed by the Company if the Grantee dies while employed by the Company or
within three months after the Grantee ceases to be so employed or provide such
services on account of a termination described in subparagraph (a) above; or

      (d)The date on which the Grantee ceases to be employed by the Company for
cause.

      Notwithstanding the foregoing, in no event may the Option be exercised
after the expiration of the Term of Option specified on the reverse side. Any
portion of the Option that is not vested at the time the Grantee ceases to be
employed by the Company shall immediately terminate.

      In the event a Grantee ceases to be employed by the Company for cause, the
Grantee shall automatically forfeit all shares underlying any exercised portion
of an Option for which the Company has not yet delivered the share certificates
upon refund by the Company of the exercise price paid by the Grantee for such
shares.

      For purposes of this Stock Option Grant Certificate, the terms "employed
by the Company," "disability," and "cause" shall have the same meanings as
defined in the Company's 1999 Equity Compensation Plan, and this grant shall be
administered by the same committee that administers the Company's other stock
option plans and grants.

2.    Exercise Procedures.

      (a)Subject to the provisions of this Stock Option Grant Certificate, the
Grantee may exercise part or all of the vested Option by giving the Company
written notice of intent to exercise in the manner provided in Paragraph 11
below, specifying the number of Shares as to which the Option is to be
exercised. On the delivery date, the Grantee shall pay the exercise price (i) in
cash, (ii) by delivering Shares of the Company (duly endorsed for transfer or
accompanied by stock powers signed in blank) which shall be valued at their fair
market value on the date of delivery, or (iii) by such other method as the
Committee may approve, including payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board. The Committee
may impose from time to time such limitations as it deems appropriate on the use
of Shares of the Company to exercise the Option.

      (b)The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other person exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the
Grantee's own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as the Board deems
appropriate. All obligations of the Company under this Stock Option Grant
Certificate shall be subject to the rights of the Company to withhold amounts
required to be withheld for any taxes, if applicable. Subject to Committee
approval, the Grantee may elect to satisfy any income tax withholding obligation
of the Company with respect to the Option by having Shares withheld up to an
amount that does not exceed the maximum marginal tax rate for federal (including
FICA), state and local tax liabilities.

3.    Change of Control. In the event of a Change of Control, the Board may take
such actions as it deems appropriate.

4.    Restrictions on Exercise. Only the Grantee may exercise the Option during
the Grantee's lifetime. After the Grantee's death, the Option shall be
exercisable (subject to the limitations specified in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Stock Option Grant
Certificate. Notwithstanding the foregoing, the Committee may provide, at or
after grant, that a Grantee may transfer non-qualified stock options pursuant to
a domestic relations order or to family members or other persons or entities on
such terms as the Committee may determine.

5.    Grant Subject to Standard Provisions. This grant is not made pursuant to
any plan. However, it is intended that this option shall be governed by, and
interpreted in accordance with, the terms which govern other stock options which
may be granted by the Company under its 1999 Equity Compensation Plan. The grant
and exercise of the Option are subject to interpretations, regulations and
determinations established from time to time by the Committee, including, but
not limited to, provisions pertaining to (i) rights and obligations with respect
to withholding taxes, (ii) the registration, qualification or listing of the
Shares, (iii) capital or other changes of the Company, and (iv) other
requirements of applicable law. The Committee shall have the authority to
interpret and construe the Option, and its decisions shall be conclusive as to
any questions arising hereunder.

6.    No Employment Rights. The grant of the Option shall not confer upon the
Grantee any right to be retained by or in the employ of the Company and shall
not interfere in any way with the right of the Company to terminate the
Grantee's employment or service at any time. The right of the Company to
terminate at will the Grantee's employment or service at any time for any reason
is specifically reserved. No policies, procedures or statements of any nature by
or on behalf of the Company (whether written or oral, and whether or not
contained in any formal employee manual or handbook) shall be construed to
modify this Grant Letter or to create express or implied obligations to the
Grantee of any nature.

7.    No Stockholder Rights. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option until certificates for Shares have been issued upon the
exercise of the Option.

8.    No Disclosure. The Grantee acknowledges that the Company has no duty to
disclose to the Grantee any material information regarding the business of the
Company or affecting the value of the Shares before or at the time of a
termination of the Grantee's employment, including without limitation any plans
regarding a public offering or merger involving the Company.

9.    Assignment and Transfers. The rights and interests of the Grantee under
this Stock Option Grant Certificate may not be sold, assigned, encumbered or
otherwise transferred except, in the event of the death of the Grantee, by will
or by the laws of descent and distribution, or as otherwise permitted by the
Committee in accordance with the terms of this Stock Option Grant Certificate.
In the event of any attempt by the Grantee to alienate, assign, pledge,
hypothecate, or otherwise dispose of the Option or any right hereunder, except
as provided for in this Stock Option Grant Certificate, or in the event of the
levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to
the Grantee, and the Option and all rights hereunder shall thereupon become null
and void. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company's parents,
subsidiaries, and affiliates. This Stock Option Grant Certificate may be
assigned by the Company without the Grantee's consent.

10.   Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and determined in accordance with the laws
of the Commonwealth of Pennsylvania.

11.   Notice. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the Chief Financial Officer at the Company's
headquarters and any notice to the Grantee shall be addressed to such Grantee at
the current address shown on the payroll of the Company, or to such other
address as the Grantee may designate to the Company in writing. Any notice shall
be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post
office regularly maintained by the United States Postal Service.