Exhibit 14.1

                            IMPERIAL INDUSTRIES, INC.
                            CODE OF BUSINESS CONDUCT

                                GENERAL STATEMENT

IMPERIAL INDUSTRIES, INC., A DELAWARE CORPORATION (THE "COMPANY") AND ALL ITS
SUBSIDIARIES AND EMPLOYEES WILL CONDUCT BUSINESS ACCORDING TO HIGH MORAL AND
ETHICAL PRINCIPLES AND IN COMPLIANCE WITH APPLICABLE LAW. THE COMPANY PLEDGES
THAT INTEGRITY, HONESTY AND LEGALITY WILL GOVERN EVERY ACTION WE TAKE AND EVERY
DECISION WE MAKE IN ALL RELATIONSHIPS WITH OURSELVES, OUR SHAREHOLDERS,
SUPPLIERS, DISTRIBUTORS, CUSTOMERS, GOVERNMENTS AND THE PUBLIC.

Since the Company's formation, the Company has operated according to the highest
business standards. It is important to constantly reaffirm our commitment to
these standards of business conduct. Everyone -- employees, shareholders,
suppliers and the general public -- must understand that the Company requires
these standards of business conduct be followed to assure that nothing is done
that is either illegal or unethical. A cornerstone of the Company's success is
integrity; conducting all business honestly, forthrightly and in adherence to
the letter and spirit of the law.

The Company's Code of Business Conduct clearly spells out the Company's business
standards. The Code applies to all business units and to every employee -
including salespeople, members of the support staff, managers, officers,
executive officers and members of the Board of Directors. Each person is
responsible for being familiar with the Code. It is our obligation to take no
action and make no statement that would violate the Code's principles. In
support of these principles, it is important that our conduct not only avoid
impropriety, but also avoid the appearance of impropriety.

While the Code does not refer to every possible situation, it does provide
guidance on issues that come up frequently. Every employee is expected to use
sound judgment in sensitive situations that are not directly addressed.

                              CONFLICTS OF INTEREST

A conflict of interest is a situation in which an employee, officer, director or
their family or friends, stands to benefit personally at the expense of the best
interests of the Company. Individuals should report any situation he/she
perceives to be a conflict of interest, or any potential conflict of interest.
Some situations may have an appearance of conflict of interest even though there
is not an actual conflict of interest. Such situations should be disclosed to
the employee's supervisor or an executive officer.

OUTSIDE FINANCIAL INTERESTS

Outside financial interests are investments in, or association with, another
company or activity that could produce financial gain for the individual.
Employees, officers and directors must avoid any outside financial interest that
might influence any decisions they might make, or action they could take, while
conducting business on behalf of the Company.


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Examples of improper outside financial interests include:

         o        A personal business or financial association with a business
                  which involves significant use of Company products;

         o        A financial association with any employee or representative of
                  any organization which has business dealings with the Company;

         o        A financial association with anyone who sells products of the
                  Company in a wholesale or retail business; or

         o        Family business in which products of the Company are used may
                  also constitute conflicts and must be disclosed to a
                  supervisor or executive officer for determination of whether a
                  conflict exists.

A small investment in the shares of a publicly traded company that competes
directly with the Company is not prohibited. However, investments in such a
business should be disclosed to the Company's Corporate Secretary. Investments
in broad based mutual funds which may hold a competitor's stock are permitted
and need not be disclosed.

OUTSIDE EMPLOYMENT

Employees must not engage in outside employment or activities that would have a
negative impact on their job performance or which are likely to conflict with
their employment obligations. Working for a competitor is prohibited. No
employee may have any employment relationship with a competitor of the Company.
Employees who wish to perform work for a company with which the Company does
business must clear any work relationship with an executive officer prior to
accepting the outside employment.

CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from (a) taking personal
advantage of opportunities that are discovered through the use of Company
property, information or position; (b) using Company property, information, or
position for personal gain; and (c) competing with the Company. Employees,
officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.


                            CONFIDENTIAL INFORMATION

From time to time every employee may possess or have access to information that
is private to the Company, has not been released to the public and would not be
in the best interest of the Company if disclosed to competitors or others. This
kind of information is confidential. Unauthorized disclosure of confidential
information is prohibited. An employee's duty to keep Company information
confidential continues even after the end of employment. Confidential
information is as much a Company asset as equipment or money, and unauthorized
release of information has serious implications. Examples include information
about products, customers, suppliers and competitors, technologies and concepts,
business strategies and plans, process systems, procedures, engineering and
research and development activities, data stored on any computer system,
computer software, financial information and corporate policy manuals and
organization charts.

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Confidential information must not be disclosed to anyone in the Company who does
not have a business need to know or to anyone outside of the Company, except in
accordance with established Company procedures. All material and information
obtained or developed by an employee, either alone or in concert with other
employees as part of the employee's work assignment, belongs to the Company.
Confidential information includes material inside information which is dealt
with specifically below.

                           MATERIAL INSIDE INFORMATION

Material inside information is any valuable knowledge an employee has about the
Company that is not known outside the Company which is significant enough to be
a factor in an individual's decision to buy, sell or hold Company stock.
Examples of material inside information include knowledge of a significant
product breakthrough, sales and earnings figures, major contracts received or
cancelled, plans for issuing more shares of Company stock, or news about
potential acquisitions, dispositions or mergers.

The Company and its employees are subject to a wide variety of complex laws and
regulations governing material inside information and the trading of securities.
These laws are designed to protect the investing public by requiring disclosure
of material information by corporations such as the Company before individuals
who have knowledge of such information can trade in that corporation's stock.
These laws are strictly enforced and violations can result in severe penalties,
both civil and criminal, to the individual and the Company. No employee, officer
or director may make personal use of material inside information or supply it to
family, friends, stockbrokers or anyone else until it is released to the public
in accordance with established Company procedures. Anyone, including directors,
officers and employees, who have such material inside information, may not
engage in any transactions in Company securities until the information is
publicly disclosed. The same rules apply regarding trading in securities of
other companies when an employee knows material inside information regarding
that company.

The Company may receive calls from the press, securities analysts, investment
bankers and shareholders inquiring about the Company. If an employee receives a
call from any such person, such employee should decline to speak with him or her
and refer that person to an executive officer.

                      DEALING WITH SUPPLIERS AND CUSTOMERS

Conducting business with suppliers and customers can pose ethical and legal
problems, especially outside the United States where differing customs and laws
apply; such customers operate differently and market practices vary from our
own. The following guidelines are intended to help all employees make correct
decisions in potentially difficult situations.

KICKBACKS AND REBATES

All payments to customers or suppliers of the Company must be made in the
ordinary course of business under established review and approval procedures.
Kickbacks, unauthorized rebates or other unauthorized or undocumented payments,
regardless of form, whether in money, property or services given to customers,
suppliers, their employees, agents, or members of their families are prohibited.
Employees also are not permitted to receive any of these items or services.
Purchases or sales of goods or services involving the Company must not lead to
employees or their families deriving any personal gain.

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RECIPROCITY

Reciprocity occurs when two companies buy each other's products. This practice
is normal and acceptable. Another kind of reciprocity is not. No employee may
buy or accept another company's products as a condition of selling Company
products or services, or require a supplier to buy Company products in order to
sell products or services to the Company.

GIFTS AND ENTERTAINMENT

The Company seeks to avoid both the reality and the appearance of improper
relations with suppliers and customers. Employees and members of their immediate
families may not solicit, accept or make gifts of money, gratuities, loans,
services, vacations or pleasure trips, or any other favor of any kind from or to
suppliers or customers. However, to accommodate reasonable business courtesies,
employees may accept or make unsolicited gifts other than money from or to a
business firm or individual doing or seeking to do business with the Company if
the gift is of nominal value. Employees may not encourage nor solicit
entertainment from any individual or company with whom the Company does
business. From time to time, however, employees may offer and may accept
entertainment which is business related, but only if the entertainment is
reasonable, occurs infrequently and does not involve inappropriate excessive
expenditures. Any doubt about the propriety of accepting any gift or
entertainment should be resolved by disclosure to the employee's supervisor or
an executive officer prior to acceptance. For standards relating to gifts
covered by the Foreign Corrupt Practices Act, see "Prohibited Foreign Payments"
below.

AGREEMENTS WITH REPRESENTATIVES

All agreements with agents, distributors, dealers, consultants, licensees, and
others who represent the Company in dealing with third parties must be in
writing and fully and accurately describe the services to be performed and the
amount or basis for calculating all commissions, fees, compensation and expenses
to be paid. All compensation must be reasonable, consistent with the level of
services performed and local business practice and in compliance with U.S. and
local laws and regulations. Invoices for products and services may not contain
any undisclosed representative compensation. In some countries, local laws
prohibit or regulate representative agreements or the amount of compensation. An
executive officer shall approve the form of all written representative
agreements.

PAYMENTS TO ACCOUNTS IN SECOND COUNTRIES

All payments to agents, distributors, consultants, licensees and all other
Company representatives should be made directly to the contracting party or
their accounts in the country of the contracting party's residence or registered
place of business. Payments to accounts in another country may result in charges
of aiding or conspiring to violate tax or exchange control laws. The only
exceptions to this policy shall be in cases where there is a documented
justification for a payment in another country or account and the Company's
Chief Financial Officer has determined that such payments will not violate
applicable tax, exchange control or other laws.

U.S. EXPORT REGULATIONS AND ANTI-BOYCOTT LAWS

Export control laws require a license for the export of technology and goods
from the United States. The definition of "export" is very broad and includes
verbal and written disclosures to foreign nationals in the United States.
Exports to certain countries may be restricted or prohibited. Knowledge of a
customer's re-export to a prohibited country may also be restricted or
prohibited. Failure to comply with export regulations may subject the Company
and individual employees to serious civil and criminal sanctions, including

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denial or suspension of export privileges, loss of tax benefits and seizure of
goods. Employees shall seek appropriate advice to ensure compliance with export
laws and regulations.

The U.S. Foreign Asset Control Office administers Presidential orders and other
laws involving business and travel with countries determined to be unfriendly to
United States interests or unsafe for travel. Regulations limit or prohibit
business and travel with certain countries and may even prohibit routine
transfers of money and collection of accounts receivable. Employees involved in
international business transactions should maintain familiarity with these laws
in order to ensure compliance.

U.S. Anti-Boycott laws prohibit acts and communication of information which
assist certain foreign boycotts of countries friendly to the United States, such
as the boycott of Israel by certain Middle East countries. The Commerce and
Treasury Departments have separate regulations requiring written disclosure of
all requests for boycott-related action and information and prohibiting action
and disclosures lacking a legitimate non-boycott purpose. The obligation to
disclose requests applies regardless of the country or business unit where the
request is received and whether or not the request is acknowledged or complied
with. Because of the requirement to report all requests and the extremely
complex nature of the regulations, all requests must be promptly referred to the
Company's Principal Executive Officer for review.

PROHIBITED FOREIGN PAYMENTS

The Foreign Corrupt Practices Act ("FCPA") makes it unlawful for a United States
company, its employees, agents and intermediaries, to make, offer, promise or
authorize payment of money, gifts or anything of value to a foreign official,
foreign political party or candidate for foreign political office in order to
obtain or retain business. Violations may result in substantial civil and
criminal penalties for companies and individuals. Expenditures for travel, meals
and entertainment which are reasonable in amount and frequency, are adequately
documented and subject to audit, and are directly related to promotion of
products, services and performance of contracts may constitute a defense to FCPA
charges.

Many foreign countries have similar laws prohibiting payments or gratuities to
government employees. Even in countries where such payments are legal or
customary, the FCPA only permits payments made to expedite or obtain "routine"
ministerial or clerical actions, such as processing visas, obtaining permits or
providing cargo-handling services. Questionable payments should be referred to
the Company's Chief Financial Officer for review.

INTERNATIONAL LEGAL REQUIREMENTS AND BUSINESS CUSTOMS

Special care must be taken to accommodate differences between international
markets and those in the United States. A company operating on an international
scale will inevitably encounter laws which may vary widely from those of its own
country. These laws may on occasion conflict with one another. Local customs and
practices with regard to business and social dealings may also vary from place
to place. The Company's policy is to comply with all applicable laws in the
countries where it does business, while affirming and complying with the
Company's own standards as outlined in this Code. When applicable foreign law
and United States law appear to conflict, contact an executive officer of the
Company's for advice.

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                              EMPLOYMENT PRACTICES

The diversity of the Company's employees is a tremendous asset. It is the
Company's policy to provide equal opportunity in employment for all qualified
persons. All personnel policies and decisions pertaining to hiring, promotion,
transfer, layoff, termination, training, rate of pay or other terms and
conditions of employment are made and executed without regard to race, color,
creed, national origin, sex, ancestry, age, disability, marital status,
unfavorable discharge from military service, or any other legally protected
status. The Company has a policy of providing reasonable accommodations to
qualified employees with disabilities. The Company will not tolerate conduct
which violates the Company's established policy against sexual harassment.
Guilty parties will be subject to appropriate action, up to and including
discharge, at the Company's sole discretion. Refer to the Company's Employee
Handbook for the complete policy and an explanation of the internal complaint
procedure.

                     BOOKS AND RECORDS; ACCOUNTING AND AUDIT

False or artificial entries shall not be made in the books or records of the
Company for any reason. Such action can result in criminal and civil penalties
to the Company and its employees. No employee may engage in an arrangement that
in any way may be interpreted as misstating or concealing the nature or purpose
of an accounting entry in the Company's books and records. No payment or receipt
may be approved or made for a purpose other than that described in the
supporting documents. So-called slush funds, or similar funds or accounts where
no accounting for receipts or expenditures is made on the Company's books, are
strictly prohibited.

Employees involved in the preparation of financial statements are expected to
prepare those statements according to the letter and spirit of generally
accepted accounting principles and other applicable accounting standards and
rules. As a public company, it is critically important that the Company's
filings with the SEC be full, fair, accurate, timely and understandable.
Depending on his or her position, an employee, officer or director may be
responsible for providing necessary information or attesting that all of the
Company's books, records, accounts and financial statements are maintained in
reasonable detail, fully and accurately reflect the Company's transactions and
disposition of assets, and conform both to applicable legal requirements and to
the Company's system of internal controls. It is against the law to mislead or
manipulate the Company's independent accountants with the intent to influence an
audit of the Company's financial statements. The Company expects employees,
officers and directors to take these responsibilities seriously and to provide
prompt and accurate answers to inquiries related to the Company's public
disclosure requirements. If an employee has questions regarding these
requirements, such employee should contact a supervisor or an executive officer.

Management believes the ability of employees to report questionable accounting
practices, internal accounting controls and auditing matters is a vital
component of the Company's ability to comply with all applicable securities laws
and regulations, accounting standards, accounting controls and audit practices.
To this end, the Company has established a policy and adopted procedures to
facilitate the receipt, resolution and retention of complaints regarding its
accounting practices, internal accounting controls and auditing matters.

REPORTING POLICY

The Company's policy regarding these matters is that employees may and should
submit good faith reports regarding questionable accounting practices, internal
controls or auditing matters without fear of dismissal or retaliation of any
kind. Therefore, neither the Company nor any of its management will discharge,
demote, suspend, threaten, harass or in any manner discriminate against any

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employee in the terms and conditions of employment, including advancement, based
upon such employee reporting in good faith questionable accounting practices,
internal accounting controls or auditing matters or matters otherwise specified
in the Sarbanes-Oxley Act. Employee reports will be maintained as confidential
and anonymous to the fullest extent possible and consistent with this Code and
the law.

AUDIT COMMITTEE OVERSIGHT

The Company's Audit Committee will oversee treatment of employee concerns in
this area and has been empowered to ensure that the provisions of the Company's
policy are maintained. Additionally, the Audit Committee is authorized to adopt,
modify and amend procedures for the reporting of questionable accounting
practices, internal accounting controls and auditing matters.

PROCEDURES

Receipt of Employee Reports. Reports regarding questionable accounting
practices, internal controls and auditing matters may and should be reported to
the Chairman of the Audit Committee by facsimile, e-mail or by mail. Reports may
be made on a confidential or anonymous basis.

Subject Matter of Reports. The Company's policy and procedures cover employee
reports regarding any questionable accounting practices, internal accounting
controls or auditing matters, including the following:

         o        fraud or deliberate error in the preparation, evaluation,
                  review or audit of any financial statements of the Company;

         o        fraud or deliberate error in the recording and maintaining of
                  financial records of the Company;

         o        deficiencies in or noncompliance with the Company's internal
                  accounting controls;

         o        misrepresentation or false statement to or by a senior officer
                  or accountant regarding a matter contained in the financial
                  records, financial reports or audit reports of the Company;
                  and

         o        deviations from full and fair reporting of the Company's
                  results of operations, cash flows or financial condition.

Treatment of Complaints.

Initial Review. A member of the Audit Committee will review all reports
submitted to ascertain whether or not the report involves questionable
accounting practices, internal controls or auditing matters.

Investigative Review. If the report relates to questionable accounting
practices, internal controls or auditing matters, the Audit Committee will
determine the appropriate person to investigate the report (under the
supervision of the Audit Committee). Whether or not the initial report was
submitted on an anonymous basis, the identity of the reporting employee will be
maintained in confidence to the fullest extent possible, consistent with the
need to conduct an adequate review.

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Resolution. The person conducting the investigation will submit a written report
regarding the matter to the Audit Committee upon completion of the
investigation. The Audit Committee will review the investigation report and
determine what appropriate corrective actions will be taken. Such corrective
responses will be instituted in the manner and time frame determined solely by
the Audit Committee.

Record of Reports. The Audit Committee will maintain a log of all reports,
tracking their receipt, initial review, investigation and resolution and shall
prepare a periodic summary report thereof. All employee reports, written reports
submitted upon completion of investigation, documentation of corrective actions,
and the log of reports will be maintained in accordance with the Company's
document retention policy.

                              COMPETITIVE PRACTICES

The Company will compete fully and fairly in each of the markets within which it
operates. In business it is inevitable that the Company and its competitors will
meet and talk from time to time. This is neither against the law nor is it to be
avoided. However, conversations with competitors require the exercise of
caution. The fact is that sharing certain types of information with competitors
under some circumstances can violate the law and could subject the employee and
the Company to significant fines and even imprisonment. To avoid any appearance
of impropriety and illegality, any discussion or communication of any kind with
a competitor relating to pricing, production, marketing, inventories, product
development, sales, territories and goals, market studies and proprietary or
confidential information is prohibited. However, in situations where a
competitor is also a supplier or customer of products, providing or receiving
certain information regarding production, product development and other
confidential information may be appropriate, but no information should be
provided or accepted without executive officer review and approval of the types
of information to be provided and establishment of procedures and controls to
assure that compliance with the law is maintained.

Certain types of agreements may be prohibited as a matter of law. No employee
should ever enter into any such agreement or understanding. These are agreements
to fix prices, agreements between or among competitors to refuse to deal with a
customer or a supplier, to divide territories or customers, and arrangements
that "tie" two products together so that one will not be sold without the other.
Exclusive dealing arrangements and licensing arrangements that restrict the
scope or terms of resale of the licensed products may also raise issues under
the antitrust laws. The Company's corporate counsel must be consulted if there
is any question about whether an agreement may fall into any of these
categories.

The antitrust laws prohibit monopolization or the attempt to monopolize a
market. A monopoly is the power to control prices or to exclude competition.
High market shares are often considered to be indicative of a monopoly. It is
legal to attain or maintain monopoly power by virtue of a superior product or
superior business skill. It is not legal, however, to eliminate competitors
willfully or to use legally obtained monopoly power unfairly. The difference
between vigorous competition, which is encouraged by the antitrust laws, and the
wrongful acquisition or maintenance of a monopoly, which is prohibited, is often
a matter of degree. The Company does not believe that it currently has monopoly
power in any market in which it operates, but executives responsible for setting
competitive policy should consult with corporate counsel whenever they operate
in a market where it might be argued that the Company has, or could obtain,
monopoly power.

A company can be guilty of attempting to monopolize a market even when it does
not have monopoly power. One factor courts look to is whether a company prices
its products below cost in an effort to drive out competitors. The way the
courts examine cost changes from time to time and from court to court. If the

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Company's products are to be priced below their total cost (other than in a sale
of obsolete merchandise), these facts should be discussed with corporate
counsel.

The antitrust laws have rules governing charging different prices for the same
product. It is sometimes illegal to charge different prices to different
customers for the same product. Whether such a practice is illegal depends on
the specific facts and circumstances, including whether the customers are at
different levels (wholesalers v. retailers), whether the costs to the Company
are different (because of volume or other factors), whether the lower price is
offered to meet competition, and whether the lower price adversely affects
competition. These rules are technical and often difficult to apply. Whenever it
is anticipated that different prices will be charged to different customers for
the same product, the relevant facts and circumstances should be explained to
corporate counsel so that it can advise on whether the pricing is consistent
with current law.

                      COMPETITIVE PRACTICES OF COMPETITORS

The Company seeks economic knowledge about its competitors and customers. No
one, however, is to engage in any illegal or improper acts to acquire a
competitor's or customer's trade secrets, customer lists, information about
company facilities, or technical developments or operations. In addition, the
Company will not hire competitor's or customers' employees to obtain
confidential information or urge competitive personnel or customers to disclose
anything that could be regarded as confidential.

                     POLITICAL ACTIVITIES AND CONTRIBUTIONS

The Company encourages each of its employees to fully participate in the
political process. Employees should, however, be aware that federal law and the
statutes of most states in the United States prohibit a corporation from
contributing to political candidates, political parties or party officials. This
prohibition extends to free use of Company facilities, services or property.
Employees who participate personally in political activities must make every
effort to ensure that they do not leave the impression that they speak or act
for the Company.

The following guidelines are intended to ensure that any political activity an
employee pursues complies with this policy:

         o        Contribution of Funds. An employee may contribute his/her
                  personal funds to political parties or candidates. The Company
                  will not reimburse an employee for personal political
                  contributions.

         o        Volunteer Political Activities. An employee may participate in
                  volunteer political activities during non-work time. An
                  employee may not participate in political activities during
                  working hours.

         o        Use of Company Facilities. The Company's facilities may not be
                  used for political activities (including fundraisers or other
                  activities relating to running for office).

         o        Use of Company Name. When an employee participates in
                  political affairs, such employee should be careful to make it
                  clear that his/her views and actions are their own, and not
                  made on behalf of the Company. For instance, Company
                  letterhead should not be used to send out personal letters in
                  connection with political activities.

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These guidelines are intended to ensure that any political activity an employee
pursues is done voluntarily and on his/her own resources and time. Please
contact a supervisor or executive officer if there are any questions about this
policy.

                   PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should protect the Company's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company's
profitability. All the Company's assets should be used for legitimate business
purposes.

All Company assets should be used for legitimate Company business and must be
carefully and properly accounted. Any suspected incident of fraud or theft
should be immediately reported to a supervisor or an executive officer for
investigation. It is Company policy to maintain accurate records reflecting
fairly the Company's transfer and disposal of assets. Employees must make sure
that all Company assets are carefully protected, properly recorded and returned
to the Company if used by an employee outside the Company.

                               ENVIRONMENTAL LAWS

The Company, and each employee acting on its behalf, will comply with all
environmental laws. The Company is committed to the protection of the
environment and the conservation of natural resources. The Company will fully
comply with environmental laws and regulations, including those relating to
disposal of wastes. Any employee who is aware of a failure or potential failure
to comply with environmental laws should contact his supervisor or an executive
officer.

                 REPORTING INSTANCES OF POSSIBLE NON-COMPLIANCE

Company employees are encouraged to talk to a supervisor or an executive officer
whenever they are in doubt about the best course of action in a particular
situation. An employee is required to inform a supervisor, an executive officer,
or other designated personnel when such employee observes illegal or unethical
behavior.

If an employee is concerned that a violation of this Code or other illegal or
unethical conduct by other employees, officers or directors has occurred or may
occur, including questionable accounting or auditing practices, the employee
should follow the guidelines provided in this Code and contact a supervisor or
an executive officer. If an employee is not comfortable approaching a supervisor
or an executive officer with an issue, or an employee does not get a
satisfactory response, such employee may contact any member of the Company's
Board of Directors.

All inquiries and any investigations which follow will be handled confidentially
to the extent possible and consistent with this Code and the law. An employee
may choose to remain anonymous; however, anonymity makes it more difficult to
investigate and resolve an inquiry and to communicate the results of any
investigation. The Company prefers that an employee gives his/her identity.
Reports of such situations will not adversely impact such employee's career.

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                           PROHIBITION ON RETALIATION

The Company will not permit retaliation of any kind by or on behalf of the
Company and its employees, officers and directors against good faith reports or
complaints of violations of this Code or of other unethical or illegal conduct.

  WAIVERS, MODIFICATION AND AMENDMENT OF THE CODE OF BUSINESS CONDUCT ANDETHICS

Any waiver, modification or amendment of this Code may be made only by the Board
of Directors or a designated committee of the Board and must be promptly
disclosed as required by law or stock market regulation.

                             VIOLATIONS OF THE CODE

The standards, principles and procedures contained in this Code of Business
Conduct represent our ethics as a company. Each employee, no matter what his or
her level or position, is accountable for adhering to this Code. That means not
only compliance with law and policy, but honesty and fairness in our treatment
of all persons, and taking responsibility for each individual's actions and
their consequences. If an employee manages other people, such employee needs to
be sure that they understand this Code, and such employee must work to create an
environment that promotes compliance with the standards and principles the Code
sets forth. Each employee is also responsible for bringing to the Company's
attention situations or behavior that may involve a violation of this Code.
Violations of the Code could subject the Company and the employees involved to
criminal or civil actions, fines and lawsuits for damages. Employees who violate
this Code of Business Conduct will also be subject to disciplinary action by the
Company, up to and including termination of employment.

If an employee is in a situation which an employee believes may violate or lead
to a violation of this Code, follow the procedures described in the Code.

                                     SUMMARY

Every employee must apply ethical standards and principles of integrity, honesty
and legality in all they do for the Company. Everyone will avoid conflicts of
interest, practice ethical principles in dealing with suppliers and customers,
maintain books and records according to acceptable standards and comply with all
guidelines relating to competitive practices and of political activities and
contributions. Ethical conduct is not only the right thing to do, it is
mandatory.


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