<PAGE>

TO THE BUSINESS INTERESTS OF THE COMPANY. YOU ARE PROHIBITED FROM ENGAGING IN
ANY ACTIVITY THAT INTERFERES WITH YOUR PERFORMANCE OR RESPONSIBILITIES TO THE
COMPANY OR IS OTHERWISE IN CONFLICT WITH OR PREJUDICIAL TO THE COMPANY. OUR
POLICIES PROHIBIT ANY EMPLOYEE FROM ACCEPTING SIMULTANEOUS EMPLOYMENT WITH A
COMPANY SUPPLIER, CUSTOMER, DEVELOPER OR COMPETITOR, OR FROM TAKING PART IN ANY
ACTIVITY THAT ENHANCES OR SUPPORTS A COMPETITOR'S POSITION. ADDITIONALLY, YOU
MUST DISCLOSE TO THE COMPANY ANY INTEREST THAT YOU HAVE THAT MAY CONFLICT WITH
THE BUSINESS OF THE COMPANY. IF YOU HAVE ANY QUESTIONS ON THIS REQUIREMENT, YOU
SHOULD CONTACT YOUR SUPERVISOR.

..2  Outside Directorships. IT IS A CONFLICT OF INTEREST TO SERVE AS A DIRECTOR
OF ANY COMPANY THAT COMPETES WITH THE COMPANY. ALTHOUGH YOU MAY SERVE AS A
DIRECTOR OF A COMPANY SUPPLIER, CUSTOMER, DEVELOPER, OR OTHER BUSINESS PARTNER,
OUR POLICY REQUIRES THAT YOU FIRST OBTAIN APPROVAL FROM THE COMPANY'S CHIEF
EXECUTIVE OFFICER OR PRESIDENT BEFORE ACCEPTING A DIRECTORSHIP IN ANY OF THESE
COMPANIES. ANY COMPENSATION YOU RECEIVE SHOULD BE COMMENSURATE TO YOUR
RESPONSIBILITIES. SUCH APPROVAL MAY BE CONDITIONED UPON THE COMPLETION OF
SPECIFIED ACTIONS.

..3  Business Interests. IF YOU ARE CONSIDERING INVESTING IN A COMPANY CUSTOMER,
SUPPLIER, DEVELOPER OR COMPETITOR, YOU MUST FIRST TAKE GREAT CARE TO ENSURE THAT
THESE INVESTMENTS DO NOT COMPROMISE YOUR RESPONSIBILITIES TO THE COMPANY. MANY
FACTORS SHOULD BE CONSIDERED IN DETERMINING WHETHER A CONFLICT EXISTS, INCLUDING
THE SIZE AND NATURE OF THE INVESTMENT; YOUR ABILITY TO INFLUENCE THE COMPANY'S
DECISIONS; YOUR ACCESS TO CONFIDENTIAL INFORMATION OF THE COMPANY OR OF THE
OTHER COMPANY; AND THE NATURE OF THE RELATIONSHIP BETWEEN THE COMPANY AND THE
OTHER COMPANY.

..4  Related Parties. AS A GENERAL RULE, YOU SHOULD AVOID
CONDUCTING ANY MATERIAL COMPANY BUSINESS WITH A RELATIVE OR SIGNIFICANT OTHER,
OR WITH A BUSINESS IN WHICH A RELATIVE OR SIGNIFICANT OTHER IS ASSOCIATED IN ANY
SIGNIFICANT ROLE. RELATIVES INCLUDE SPOUSE, SISTER, BROTHER, DAUGHTER, SON,
MOTHER, FATHER, GRANDPARENTS, AUNTS, UNCLES, NIECES, NEPHEWS, COUSINS, STEP
RELATIONSHIPS, AND IN-LAWS. SIGNIFICANT OTHERS INCLUDE PERSONS LIVING IN A
SPOUSAL (INCLUDING SAME SEX) OR FAMILIAL FASHION WITH AN EMPLOYEE.
If such a related party transaction is unavoidable, you must fully disclose the
nature of the related party transaction to the Company's Chief Financial
Officer. If determined to be material to the Company by the Chief Financial
Officer, the Company's Audit Committee must review and approve in writing in
advance such related party transactions. The most significant related party
transactions, particularly those involving the Company's directors or executive
officers, must be reviewed and approved in writing in advance by the Company's
Board of Directors. The Company must report all such material related party
transactions under applicable accounting rules, Federal securities laws, SEC
rules and regulations, and securities market rules. Any dealings with a related
party must be conducted in such a way that no preferential treatment is given to
this business.
The Company discourages the employment of relatives and significant others in
positions or assignments within the same department and prohibits the employment
of such individuals in positions that have a financial dependence or influence
(e.g., an auditing or control relationship, or a supervisor/subordinate
relationship). The purpose of this policy is to prevent the organizational
impairment and conflicts that are a likely outcome of the employment of
relatives or significant others, especially in a supervisor/subordinate
relationship. If a question arises about whether a relationship is covered by
this policy, the Human Resources Department is responsible for determining
whether an applicant's or transferee's acknowledged relationship is covered by
this policy. The Human Resources Department shall advise all affected applicants
and transferees of this policy. Willful withholding of information regarding a
prohibited relationship/reporting arrangement may be subject to corrective
action, up to and including termination. If a prohibited relationship exists or
develops between two employees, the employee in the senior position must bring
this to the attention of his/her supervisor. The Company retains the prerogative
to separate the individuals at the earliest possible time, either by
reassignment or by termination, if necessary.

..5  Other Situations. BECAUSE OTHER CONFLICTS OF INTEREST MAY ARISE, IT WOULD BE
IMPRACTICAL TO ATTEMPT TO LIST ALL POSSIBLE SITUATIONS. IF A PROPOSED
TRANSACTION OR SITUATION RAISES ANY QUESTIONS OR DOUBTS IN YOUR MIND YOU SHOULD
CONSULT THE LEGAL DEPARTMENT.

..4  Corporate
Opportunities Employees, officers and directors may not exploit for their own
personal gain opportunities that are discovered through the use of corporate
property, information or position unless the opportunity is disclosed fully in
writing to the Company's Board of Directors and the Board of Directors declines
to pursue such opportunity.

..5  Protecting the Company's Confidential Information
The Company's confidential information is a valuable asset. The Company's
confidential information includes product and component technology;
manufacturing processes; product plans; names and lists of customers, dealers,
and employees; and financial information. This information is the property of
the Company and may be protected by patent, trademark, copyright and trade
secret laws. All confidential information must be used for Company business
purposes only. Every employee, agent and contractor must safeguard it. THIS
RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY CONFIDENTIAL INFORMATION SUCH
AS INFORMATION REGARDING THE COMPANY'S PRODUCTS OR BUSINESS OVER THE INTERNET.
You are also responsible for properly labeling any and all documentation shared
with or correspondence sent to the Company's Legal Department or outside counsel
as "Attorney-Client Privileged". This responsibility includes the safeguarding,
securing and proper disposal of confidential information in accordance with the
Company's policy on Maintaining and Managing Records set forth in Section III.I
of this Code of Business Conduct and Ethics. This obligation extends to
confidential information of third parties, which the Company has rightfully
received under Non-Disclosure Agreements. See the Company's policy dealing with
Handling Confidential Information of Others set forth in Section IV.D of this
Code of Business Conduct and Ethics.

..1  Proprietary Information and Invention Agreement. WHEN YOU JOINED THE
COMPANY, YOU SIGNED AN AGREEMENT TO PROTECT AND HOLD CONFIDENTIAL THE COMPANY'S
PROPRIETARY INFORMATION. THIS AGREEMENT REMAINS IN EFFECT FOR AS LONG AS YOU
WORK FOR THE COMPANY AND AFTER YOU LEAVE THE COMPANY. UNDER THIS AGREEMENT, YOU
MAY NOT DISCLOSE THE COMPANY'S CONFIDENTIAL INFORMATION TO ANYONE OR USE IT TO
BENEFIT ANYONE OTHER THAN THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF AN
AUTHORIZED COMPANY OFFICER.

..2  Disclosure of Company Confidential Information. TO FURTHER THE COMPANY'S
BUSINESS, FROM TIME TO TIME OUR CONFIDENTIAL INFORMATION MAY BE DISCLOSED TO
POTENTIAL BUSINESS PARTNERS. HOWEVER, SUCH DISCLOSURE SHOULD NEVER BE DONE
WITHOUT CAREFULLY CONSIDERING ITS POTENTIAL BENEFITS AND RISKS. IF YOU DETERMINE
IN CONSULTATION WITH YOUR MANAGER AND OTHER APPROPRIATE COMPANY MANAGEMENT THAT
DISCLOSURE OF CONFIDENTIAL INFORMATION IS NECESSARY, YOU MUST THEN CONTACT THE
LEGAL DEPARTMENT TO ENSURE THAT AN APPROPRIATE WRITTEN NONDISCLOSURE AGREEMENT
IS


<PAGE>

SIGNED PRIOR TO THE DISCLOSURE. THE COMPANY HAS STANDARD NONDISCLOSURE
AGREEMENTS SUITABLE FOR MOST DISCLOSURES. YOU MUST NOT SIGN A THIRD PARTY'S
NONDISCLOSURE AGREEMENT OR ACCEPT CHANGES TO THE COMPANY'S STANDARD
NONDISCLOSURE AGREEMENTS WITHOUT REVIEW AND APPROVAL BY THE COMPANY'S LEGAL
DEPARTMENT. IN ADDITION, ALL COMPANY MATERIALS THAT CONTAIN COMPANY CONFIDENTIAL
INFORMATION, INCLUDING PRESENTATIONS, MUST BE REVIEWED AND APPROVED BY THE
COMPANY'S LEGAL DEPARTMENT PRIOR TO PUBLICATION OR USE. FURTHERMORE, ANY
EMPLOYEE PUBLICATION OR PUBLICLY MADE STATEMENT THAT MIGHT BE PERCEIVED OR
CONSTRUED AS ATTRIBUTABLE TO THE COMPANY, MADE OUTSIDE THE SCOPE OF HIS OR HER
EMPLOYMENT WITH THE COMPANY, MUST BE REVIEWED AND APPROVED IN WRITING IN ADVANCE
BY THE COMPANY'S LEGAL DEPARTMENT AND MUST INCLUDE THE COMPANY'S STANDARD
DISCLAIMER THAT THE PUBLICATION OR STATEMENT REPRESENTS THE VIEWS OF THE
SPECIFIC AUTHOR AND NOT OF THE COMPANY.

..3  Requests by Regulatory Authorities. THE COMPANY AND ITS EMPLOYEES, AGENTS
AND CONTRACTORS MUST COOPERATE WITH APPROPRIATE GOVERNMENT INQUIRIES AND
INVESTIGATIONS. IN THIS CONTEXT, HOWEVER, IT IS IMPORTANT TO PROTECT THE LEGAL
RIGHTS OF THE COMPANY WITH RESPECT TO ITS CONFIDENTIAL INFORMATION. ALL
GOVERNMENT REQUESTS FOR INFORMATION, DOCUMENTS OR INVESTIGATIVE INTERVIEWS MUST
BE REFERRED TO THE COMPANY'S LEGAL DEPARTMENT. NO FINANCIAL INFORMATION MAY BE
DISCLOSED WITHOUT THE PRIOR APPROVAL OF THE CHIEF FINANCIAL OFFICER.

..4  Company Spokespeople. SPECIFIC POLICIES HAVE BEEN ESTABLISHED REGARDING WHO
MAY COMMUNICATE INFORMATION TO THE PRESS AND THE FINANCIAL ANALYST COMMUNITY.
ALL INQUIRIES OR CALLS FROM THE PRESS AND FINANCIAL ANALYSTS SHOULD BE REFERRED
TO THE CHIEF FINANCIAL OFFICER OR INVESTOR RELATIONS DEPARTMENT. THE COMPANY HAS
DESIGNATED ITS CEO, PRESIDENT, CFO AND INVESTOR RELATIONS DEPARTMENT AS OFFICIAL
COMPANY SPOKESPEOPLE FOR FINANCIAL MATTERS AND THESE SAME PERSONS PLUS THE
DIRECTOR OF GOVERNMENT AFFAIRS (STEPHEN TUTTLE) FOR MARKETING, TECHNICAL AND
OTHER SUCH INFORMATION. THESE DESIGNEES ARE THE ONLY PEOPLE WHO MAY COMMUNICATE
WITH THE PRESS ON BEHALF OF THE COMPANY.

..6  Obligations Under Securities Laws-"Insider" Trading
Obligations under the U.S. securities laws apply to everyone. In the normal
course of business, officers, directors, employees, agents, contractors and
consultants of the Company may come into possession of significant, sensitive
information. This information is the property of the Company -- you have been
entrusted with it. You may not profit from it by buying or selling securities
yourself, or passing on the information to others to enable them to profit or
for them to profit on your behalf. The purpose of this policy is both to inform
you of your legal responsibilities and to make clear to you that the misuse of
sensitive information is contrary to Company policy and U.S. securities laws.
Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years
in jail for individuals. In addition, the SEC may seek the imposition of a civil
penalty of up to three times the profits made or losses avoided from the
trading. Insider traders must also disgorge any profits made, and are often
subjected to an injunction against future violations. Finally, insider traders
may be subjected to civil liability in private lawsuits. Employers and other
controlling persons (including supervisory personnel) are also at risk under
U.S. securities laws. Controlling persons may, among other things, face
penalties of the greater of $5,000,000 or three times the profits made or losses
avoided by the trader if they recklessly fail to take preventive steps to
control insider trading.
Thus, it is important both to you and the Company that insider-trading
violations not occur. You should be aware that stock market surveillance
techniques are becoming increasingly sophisticated, and the chance that U.S.
federal or other regulatory authorities will detect and prosecute even
small-level trading is significant. Insider trading rules are strictly enforced,
even in instances when the financial transactions seem small. You should contact
the Chief Financial Officer or the Legal Department if you are unsure as to
whether or not you are free to trade.
The Company has imposed a trading blackout period on members of the Board of
Directors, executive officers and certain designated employees who, as a
consequence of their position with the Company, are more likely to be exposed to
material nonpublic information about the Company. These directors, executive
officers and employees generally may not trade in Company securities during the
blackout period.
For more details, and to determine if you are restricted from trading during
trading blackout periods, you should review the Company's Insider Trading
Compliance Program. You can request a copy of this policy from the Legal
Department. You should take a few minutes to read the Insider Trading Compliance
Program carefully, paying particular attention to the specific policies and the
potential criminal and civil liability and/or disciplinary action for insider
trading violations. Employees, agents and contractors of the Company who violate
this Policy are also be subject to disciplinary action by the Company, which may
include termination of employment or of business relationship. All questions
regarding the Company's Insider Trading Compliance Program should be directed to
the Company's Chief Financial Officer.

..7  Prohibition Against Short Selling of Company Stock
No Company director, officer or other employee, agent or contractor may,
directly or indirectly, sell any equity security, including derivatives, of the
Company if he or she (1) does not own the security sold, or (2) if he or she
owns the security, does not deliver it against such sale (a "short sale against
the box") within twenty days thereafter, or does not within five days after such
sale deposit it in the mails or other usual channels of transportation. No
Company director, officer or other employee, agent or contractor may engage in
short sales. A short sale, as defined in this policy, means any transaction
whereby one may benefit from a decline in the Company's stock price. While
employees who are not executive officers or directors are not prohibited by law
from engaging in short sales of Company's securities, the Company has adopted as
policy that employees may not do so.

..8  Use of Company's Assets

..1  General. PROTECTING THE COMPANY'S ASSETS IS A KEY FIDUCIARY RESPONSIBILITY
OF EVERY EMPLOYEE, AGENT AND CONTRACTOR. CARE SHOULD BE TAKEN TO ENSURE THAT
ASSETS ARE NOT MISAPPROPRIATED, LOANED TO OTHERS, OR SOLD OR DONATED, WITHOUT
APPROPRIATE AUTHORIZATION. ALL COMPANY EMPLOYEES, AGENTS AND CONTRACTORS ARE
RESPONSIBLE FOR THE PROPER USE OF COMPANY ASSETS, AND MUST SAFEGUARD SUCH ASSETS
AGAINST LOSS, DAMAGE, MISUSE OR THEFT. EMPLOYEES, AGENTS OR CONTRACTORS WHO
VIOLATE ANY ASPECT OF THIS POLICY OR WHO DEMONSTRATE POOR JUDGMENT IN THE MANNER
IN WHICH THEY USE ANY COMPANY ASSET MAY BE SUBJECT TO DISCIPLINARY ACTION, UP TO
AND INCLUDING TERMINATION OF EMPLOYMENT OR BUSINESS RELATIONSHIP AT THE
COMPANY'S SOLE DISCRETION. COMPANY EQUIPMENT AND ASSETS ARE TO BE USED FOR
COMPANY BUSINESS PURPOSES ONLY. EMPLOYEES, AGENTS AND CONTRACTORS MAY NOT USE
COMPANY ASSETS FOR PERSONAL USE, NOR MAY THEY ALLOW ANY OTHER PERSON TO USE
COMPANY ASSETS. EMPLOYEES WHO HAVE ANY QUESTIONS REGARDING THIS POLICY SHOULD
BRING THEM TO THE ATTENTION OF THE COMPANY'S HUMAN RESOURCES DEPARTMENT.

..2  Physical Access Control. THE COMPANY HAS AND WILL CONTINUE TO DEVELOP
PROCEDURES COVERING PHYSICAL ACCESS CONTROL TO ENSURE PRIVACY OF COMMUNICATIONS,
MAINTENANCE OF THE SECURITY OF THE COMPANY COMMUNICATION EQUIPMENT, AND
SAFEGUARD COMPANY ASSETS FROM THEFT, MISUSE AND DESTRUCTION. YOU ARE PERSONALLY
RESPONSIBLE FOR COMPLYING WITH THE LEVEL OF ACCESS CONTROL THAT HAS BEEN
IMPLEMENTED IN THE FACILITY WHERE YOU WORK ON A PERMANENT OR TEMPORARY BASIS.
YOU MUST NOT DEFEAT OR CAUSE TO BE DEFEATED THE PURPOSE FOR WHICH THE ACCESS
CONTROL WAS

<PAGE>

IMPLEMENTED.

..3  Company Funds. EVERY COMPANY EMPLOYEE IS PERSONALLY RESPONSIBLE FOR ALL
COMPANY FUNDS OVER WHICH HE OR SHE EXERCISES CONTROL. COMPANY AGENTS AND
CONTRACTORS SHOULD NOT BE ALLOWED TO EXERCISE CONTROL OVER COMPANY FUNDS.
COMPANY FUNDS MUST BE USED ONLY FOR COMPANY BUSINESS PURPOSES. EVERY COMPANY
EMPLOYEE, AGENT AND CONTRACTOR MUST TAKE REASONABLE STEPS TO ENSURE THAT THE
COMPANY RECEIVES GOOD VALUE FOR COMPANY FUNDS SPENT, AND MUST MAINTAIN ACCURATE
AND TIMELY RECORDS OF EACH AND EVERY EXPENDITURE. EXPENSE REPORTS MUST BE
ACCURATE AND SUBMITTED IN A TIMELY MANNER. COMPANY EMPLOYEES, AGENTS AND
CONTRACTORS MUST NOT USE COMPANY FUNDS FOR ANY PERSONAL PURPOSE.

..4  Computers and Other Equipment. THE COMPANY STRIVES TO FURNISH EMPLOYEES WITH
THE EQUIPMENT NECESSARY TO EFFICIENTLY AND EFFECTIVELY DO THEIR JOBS. YOU MUST
CARE FOR THAT EQUIPMENT AND TO USE IT RESPONSIBLY ONLY FOR COMPANY BUSINESS
PURPOSES. IF YOU USE COMPANY EQUIPMENT AT YOUR HOME OR OFF SITE, TAKE
PRECAUTIONS TO PROTECT IT FROM THEFT OR DAMAGE, JUST AS IF IT WERE YOUR OWN. IF
THE COMPANY NO LONGER EMPLOYS YOU, YOU MUST IMMEDIATELY RETURN ALL COMPANY
EQUIPMENT. WHILE COMPUTERS AND OTHER ELECTRONIC DEVICES ARE MADE ACCESSIBLE TO
EMPLOYEES TO ASSIST THEM TO PERFORM THEIR JOBS AND TO PROMOTE COMPANY'S
INTERESTS, ALL SUCH COMPUTERS AND ELECTRONIC DEVICES, WHETHER USED ENTIRELY OR
PARTIALLY ON THE COMPANY'S PREMISES OR WITH THE AID OF THE COMPANY'S EQUIPMENT
OR RESOURCES, MUST REMAIN FULLY ACCESSIBLE TO THE COMPANY AND, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, WILL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY.
Employees, agents and contractors should not maintain any expectation of privacy
with respect to information transmitted over, received by, or stored in any
electronic communications device owned, leased, or operated in whole or in part
by or on behalf of the Company. To the extent permitted by applicable law, the
Company retains the right to gain access to any information received by,
transmitted by, or stored in any such electronic communications device, by and
through its employees, agents, contractors, or representatives, at any time,
either with or without an employee's or third party's knowledge, consent or
approval.

..5  Software. ALL SOFTWARE USED BY EMPLOYEES TO CONDUCT COMPANY BUSINESS MUST BE
APPROPRIATELY LICENSED. NEVER MAKE OR USE ILLEGAL OR UNAUTHORIZED COPIES OF ANY
SOFTWARE, WHETHER IN THE OFFICE, AT HOME, OR ON THE ROAD, SINCE DOING SO MAY
CONSTITUTE COPYRIGHT INFRINGEMENT AND MAY EXPOSE YOU AND THE COMPANY TO
POTENTIAL CIVIL AND CRIMINAL LIABILITY. IN ADDITION, USE OF ILLEGAL OR
UNAUTHORIZED COPIES OF SOFTWARE MAY SUBJECT THE EMPLOYEE TO DISCIPLINARY ACTION,
UP TO AND INCLUDING TERMINATION. THE COMPANY'S IT DEPARTMENT WILL INSPECT
COMPANY COMPUTERS PERIODICALLY TO VERIFY THAT ONLY APPROVED AND LICENSED
SOFTWARE HAS BEEN INSTALLED. ANY NON-LICENSED/SUPPORTED SOFTWARE WILL BE
REMOVED.

..6  Electronic Usage. THE PURPOSE OF THIS POLICY IS TO MAKE CERTAIN THAT
EMPLOYEES UTILIZE ELECTRONIC COMMUNICATION DEVICES IN A LEGAL, ETHICAL, AND
APPROPRIATE MANNER. THIS POLICY ADDRESSES THE COMPANY'S RESPONSIBILITIES AND
CONCERNS REGARDING THE FAIR AND PROPER USE OF ALL ELECTRONIC COMMUNICATIONS
DEVICES WITHIN THE ORGANIZATION, INCLUDING COMPUTERS, E-MAIL, CONNECTIONS TO THE
INTERNET, INTRANET AND EXTRANET AND ANY OTHER PUBLIC OR PRIVATE NETWORKS, VOICE
MAIL, VIDEO CONFERENCING, FACSIMILES, AND TELEPHONES. POSTING OR DISCUSSING
INFORMATION CONCERNING THE COMPANY'S PRODUCTS OR BUSINESS ON THE INTERNET
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY'S CFO IS PROHIBITED. ANY OTHER
FORM OF ELECTRONIC COMMUNICATION USED BY EMPLOYEES CURRENTLY OR IN THE FUTURE IS
ALSO INTENDED TO BE ENCOMPASSED UNDER THIS POLICY. IT IS NOT POSSIBLE TO
IDENTIFY EVERY STANDARD AND RULE APPLICABLE TO THE USE OF ELECTRONIC
COMMUNICATIONS DEVICES. EMPLOYEES ARE THEREFORE ENCOURAGED TO USE SOUND JUDGMENT
WHENEVER USING ANY FEATURE OF OUR COMMUNICATIONS SYSTEMS.

..9  Maintaining and Managing Records
The purpose of this policy is to set forth and convey the Company's business and
legal requirements in managing records, including all recorded information
regardless of medium or characteristics. Records include paper documents, CDs,
computer hard disks, email, floppy disks, microfiche, microfilm or all other
media. The Company is required by local, state, federal, foreign and other
applicable laws, rules and regulations to retain certain records and to follow
specific guidelines in managing its records. Civil and criminal penalties for
failure to comply with such guidelines can be severe for employees, agents,
contractors and the Company, and failure to comply with such guidelines may
subject the employee, agent or contractor to disciplinary action, up to and
including termination of employment or business relationship at the Company's
sole discretion.

..10 Records on Legal Hold.
A legal hold suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or
government investigations. The Company's Legal Department determines and
identifies what types of Company records or documents are required to be placed
under a legal hold. Every Company employee, agent and contractor must comply
with this policy. Failure to comply with this policy may subject the employee,
agent or contractor to disciplinary action, up to and including termination of
employment or business relationship at the Company's sole discretion.
The Company's Legal Department will notify you if a legal hold is placed on
records for which you are responsible. You then must preserve and protect the
necessary records in accordance with instructions from the Company's Legal
Department. RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL
HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal
hold remains effective until it is officially released in writing by the
Company's Legal Department. If you are unsure whether a document has been placed
under a legal hold, you should preserve and protect that document while you
check with the Company's Legal Department.
If you have any questions about this policy you should contact the Company's
Legal Department.

..11 Payment Practices

..1  Accounting Practices. THE COMPANY'S RESPONSIBILITIES TO ITS STOCKHOLDERS AND
THE INVESTING PUBLIC REQUIRE THAT ALL TRANSACTIONS BE FULLY AND ACCURATELY
RECORDED IN THE COMPANY'S BOOKS AND RECORDS IN COMPLIANCE WITH ALL APPLICABLE
LAWS. FALSE OR MISLEADING ENTRIES, UNRECORDED FUNDS OR ASSETS, OR PAYMENTS
WITHOUT APPROPRIATE SUPPORTING DOCUMENTATION AND APPROVAL ARE STRICTLY
PROHIBITED AND VIOLATE COMPANY POLICY AND THE LAW. ADDITIONALLY, ALL
DOCUMENTATION SUPPORTING A TRANSACTION SHOULD FULLY AND ACCURATELY DESCRIBE THE
NATURE OF THE TRANSACTION AND BE PROCESSED IN A TIMELY FASHION.

..2  Political Contributions. THE COMPANY RESERVES THE RIGHT TO COMMUNICATE ITS
POSITION ON IMPORTANT ISSUES TO ELECTED REPRESENTATIVES AND


<PAGE>

OTHER GOVERNMENT OFFICIALS. IT IS THE COMPANY'S POLICY TO COMPLY FULLY WITH ALL
LOCAL, STATE, FEDERAL, FOREIGN AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS
REGARDING POLITICAL CONTRIBUTIONS. THE COMPANY'S FUNDS OR ASSETS MUST NOT BE
USED FOR, OR BE CONTRIBUTED TO, POLITICAL CAMPAIGNS OR POLITICAL PRACTICES UNDER
ANY CIRCUMSTANCES WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY'S LEGAL
DEPARTMENT AND, IF REQUIRED, THE BOARD OF DIRECTORS.

..3  Prohibition of Inducements. UNDER NO CIRCUMSTANCES MAY EMPLOYEES, AGENTS OR
CONTRACTORS OFFER TO PAY, MAKE PAYMENT, PROMISE TO PAY, OR ISSUE AUTHORIZATION
TO PAY ANY MONEY, GIFT, OR ANYTHING OF VALUE TO CUSTOMERS, VENDORS, CONSULTANTS,
ETC. THAT IS PERCEIVED AS INTENDED, DIRECTLY OR INDIRECTLY, TO IMPROPERLY
INFLUENCE ANY BUSINESS DECISION, ANY ACT OR FAILURE TO ACT, ANY COMMITMENT OF
FRAUD, OR OPPORTUNITY FOR THE COMMISSION OF ANY FRAUD. INEXPENSIVE GIFTS,
INFREQUENT BUSINESS MEALS, CELEBRATORY EVENTS AND ENTERTAINMENT, PROVIDED THAT
THEY ARE NOT EXCESSIVE OR CREATE AN APPEARANCE OF IMPROPRIETY, DO NOT VIOLATE
THIS POLICY. QUESTIONS REGARDING WHETHER A PARTICULAR PAYMENT OR GIFT VIOLATES
THIS POLICY SHOULD BE DIRECTED TO HUMAN RESOURCES OR THE LEGAL DEPARTMENT.

..12 Foreign Corrupt Practices Act.
The Company requires full compliance with the Foreign Corrupt Practices Act
(FCPA) by all of its employees, agents, and contractors. The anti-bribery and
corrupt payment provisions of the FCPA make illegal any corrupt offer, payment,
promise to pay, or authorization to pay any money, gift, or anything of value to
any foreign official, or any foreign political party, candidate or official, for
the purpose of: influencing any act or failure to act, in the official capacity
of that foreign official or party; or inducing the foreign official or party to
use influence to affect a decision of a foreign government or agency, in order
to obtain or retain business for anyone, or direct business to anyone.
All Company employees, agents and contractors whether located in the United
States or abroad, are responsible for FCPA compliance and the procedures to
ensure FCPA compliance. All managers and supervisory personnel are expected to
monitor continued compliance with the FCPA to ensure compliance with the
highest moral, ethical and professional standards of the Company. FCPA
compliance includes the Company's policy on Maintaining and Managing Records
in Section III.I of this Code of Business Conduct and Ethics.

Laws in most countries outside of the United States also prohibit or restrict
government officials or employees of government agencies from receiving
payments, entertainment, or gifts for the purpose of winning or keeping
business. No contract or agreement may be made with any business in which a
government official or employee holds a significant interest, without the prior
approval of the Company's General Counsel.

..13 Export Controls
The United States maintain controls on the destinations to which products or
technical data may be exported. Some of the strictest export controls are
maintained by the United States against countries that the U.S. government
considers unfriendly or as supporting international terrorism. The U.S.
regulations are complex and apply both to exports from the United States and
to exports of products from other countries, when those products contain
U.S.-origin components or technology. In some circumstances, an oral
presentation containing technical data made to foreign nationals in the United
States may constitute a controlled export. The Legal Department can provide
you with guidance on which countries are prohibited destinations for Company
products or whether a proposed technical presentation to foreign nationals may
require a U.S. Government license.

4   RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS

..1  Customer Relationships
If your job puts you in contact with any Company customers or potential
customers, it is critical for you to remember that you represent the Company to
the people with whom you are dealing. Act in a manner that creates value for our
customers and helps to build a relationship based upon trust. The Company and
its employees have provided products and services for many years and have built
up significant goodwill over that time. This goodwill is one of our most
important assets, and the Company employees, agents and contractors must act to
preserve and enhance our reputation.

..2  Payments or Gifts from Others
Under no circumstances may employees, agents or contractors accept any offer,
payment, promise to pay, or authorization to pay any money, gift, or anything of
value from customers, vendors, consultants, etc. that is perceived as intended,
directly or indirectly, to influence any business decision, any act or failure
to act, any commitment of fraud, or opportunity for the commission of any fraud.
Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy are to be directed to Human
Resources or the Legal Department. Gifts given by the Company to suppliers or
customers or received from suppliers or customers should always be appropriate
to the circumstances and should never be of a kind that could create an
appearance of impropriety. The nature and cost must always be accurately
recorded in the Company's books and records.

..3  Publications of Others
The Company subscribes to many publications that help employees do their jobs
better. These include newsletters, reference works, online reference services,
magazines, books, and other digital and printed works. Copyright law generally
protects these works, and their unauthorized copying and distribution constitute
copyright infringement. You must first obtain the consent of the publisher of a
publication before copying publications or significant parts of them. When in
doubt about whether you may copy a publication, consult the Legal Department.

..4  Handling the Confidential Information of Others
The Company has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their
products or business plans to induce the Company to enter into a business
relationship. At other times, we may request that a third party provide
confidential information to permit the Company to evaluate a potential business
relationship with that party. Whatever the situation, we must take special care
to handle the confidential information of others responsibly. We handle such
confidential information in accordance with our agreements with such third
parties. See also the Company's policy on Maintaining and Managing Records in
Section III.I of this Code of Business Conduct and Ethics.

..1  Appropriate Nondisclosure Agreements. CONFIDENTIAL INFORMATION MAY TAKE MANY
FORMS. AN ORAL PRESENTATION ABOUT A COMPANY'S PRODUCT DEVELOPMENT PLANS MAY
CONTAIN PROTECTED TRADE SECRETS. A CUSTOMER LIST OR EMPLOYEE LIST MAY BE A
PROTECTED TRADE SECRET. A DEMO OF AN ALPHA


<PAGE>

VERSION OF A COMPANY'S NEW PRODUCT MAY CONTAIN INFORMATION PROTECTED BY TRADE
SECRET AND COPYRIGHT LAWS.
You should never accept information offered by a third party that is represented
as confidential, or which appears from the context or circumstances to be
confidential, unless an appropriate nondisclosure agreement has been signed with
the party offering the information. THE LEGAL DEPARTMENT CAN PROVIDE
NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL COORDINATE
APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY. Even after a
nondisclosure agreement is in place, you should accept only the information
necessary to accomplish the purpose of receiving it, such as a decision on
whether to proceed to negotiate a deal. If more detailed or extensive
confidential information is offered and it is not necessary, for your immediate
purposes, it should be refused.

..2  Need-to-Know. ONCE A THIRD PARTY'S CONFIDENTIAL INFORMATION HAS BEEN
DISCLOSED TO THE COMPANY, WE HAVE AN OBLIGATION TO ABIDE BY THE TERMS OF THE
RELEVANT NONDISCLOSURE AGREEMENT AND LIMIT ITS USE TO THE SPECIFIC PURPOSE FOR
WHICH IT WAS DISCLOSED AND TO DISSEMINATE IT ONLY TO OTHER COMPANY EMPLOYEES
WITH A NEED TO KNOW THE INFORMATION. EVERY EMPLOYEE, AGENT AND CONTRACTOR
INVOLVED IN A POTENTIAL BUSINESS RELATIONSHIP WITH A THIRD PARTY MUST UNDERSTAND
AND STRICTLY OBSERVE THE RESTRICTIONS ON THE USE AND HANDLING OF CONFIDENTIAL
INFORMATION. WHEN IN DOUBT, CONSULT THE LEGAL DEPARTMENT.

..3  Notes and Reports. WHEN REVIEWING THE CONFIDENTIAL INFORMATION OF A THIRD
PARTY UNDER A NONDISCLOSURE AGREEMENT, IT IS NATURAL TO TAKE NOTES OR PREPARE
REPORTS SUMMARIZING THE RESULTS OF THE REVIEW AND, BASED PARTLY ON THOSE NOTES
OR REPORTS, TO DRAW CONCLUSIONS ABOUT THE SUITABILITY OF A BUSINESS
RELATIONSHIP. NOTES OR REPORTS, HOWEVER, CAN INCLUDE CONFIDENTIAL INFORMATION
DISCLOSED BY THE OTHER PARTY AND SO SHOULD BE RETAINED ONLY LONG ENOUGH TO
COMPLETE THE EVALUATION OF THE POTENTIAL BUSINESS RELATIONSHIP. SUBSEQUENTLY,
THEY SHOULD BE EITHER DESTROYED OR TURNED OVER TO THE LEGAL DEPARTMENT FOR
SAFEKEEPING OR DESTRUCTION. THEY SHOULD BE TREATED JUST AS ANY OTHER DISCLOSURE
OF CONFIDENTIAL INFORMATION IS TREATED: MARKED AS CONFIDENTIAL AND DISTRIBUTED
ONLY TO THOSE THE COMPANY EMPLOYEES WITH A NEED TO KNOW.

..4  Competitive Information. YOU SHOULD NEVER ATTEMPT TO OBTAIN A COMPETITOR'S
CONFIDENTIAL INFORMATION BY IMPROPER MEANS, AND YOU SHOULD ESPECIALLY NEVER
CONTACT A COMPETITOR REGARDING THEIR CONFIDENTIAL INFORMATION. WHILE THE COMPANY
MAY, AND DOES, EMPLOY FORMER EMPLOYEES OF COMPETITORS, WE RECOGNIZE AND RESPECT
THE OBLIGATIONS OF THOSE EMPLOYEES NOT TO USE OR DISCLOSE THE CONFIDENTIAL
INFORMATION OF THEIR FORMER EMPLOYERS.

..5  Selecting Suppliers
The Company's suppliers make significant contributions to our success. To create
an environment where our suppliers have an incentive to work with the Company,
they must be confident that they will be treated lawfully and in an ethical
manner. The Company's policy is to purchase supplies based on need, quality,
service, price and terms and conditions. The Company's policy is to select
significant suppliers or enter into significant supplier agreements though a
competitive bid process where possible. Under no circumstances should any
Company employee, agent or contractor attempt to coerce suppliers in any way.
The confidential information of a supplier is entitled to the same protection as
that of any other third party and must not be received before an appropriate
nondisclosure agreement has been signed. In some cases where the products or
services have been designed, fabricated, or developed to our specifications the
agreement between the parties may contain restrictions on sales.

..6  Government Relations
It is the Company's policy to comply fully with all applicable laws and
regulations governing contact and dealings with government employees and public
officials, and to adhere to high ethical, moral and legal standards of business
conduct. This policy includes strict compliance with all local, state, federal,
foreign and other applicable laws, rules and regulations. If you have any
questions concerning government relations you should contact the Company's Legal
Department.

..7  Lobbying
Employees, agents or contractors whose work requires lobbying communication with
any member or employee of a legislative body or with any government official or
employee in the formulation of legislation must have prior approval of such
activity from the Company's Chief Executive Officer or President. Activity
covered by this policy includes meetings with legislators or members of their
staffs or with senior executive branch officials. Preparation, research, and
other background activities that are done in support of lobbying communication
are also covered by this policy even if the communication ultimately is not
made.

..8  Government Contracts
It is the Company's policy to comply fully with all applicable laws and
regulations that apply to government contracting. It is also necessary to
strictly adhere to all terms and conditions of any contract with local, state,
federal, foreign or other applicable governments. The Company's Legal Department
must review and approve all contracts with any government entity.

..9  Free and Fair Competition
Most countries have well-developed bodies of law designed to encourage and
protect free and fair competition. The Company is committed to obeying both the
letter and spirit of these laws. The consequences of not doing so can be severe
for all of us.
These laws often regulate the Company's relationships with its distributors,
resellers, dealers, and customers. Competition laws generally address the
following areas: pricing practices (including price discrimination),
discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive dealerships or distributorships, product bundling,
restrictions on carrying competing products, termination, and many other
practices. Competition laws also govern, usually quite strictly, relationships
between the Company and its competitors. As a general rule, contacts with
competitors should be limited and should always avoid subjects such as prices or
other terms and conditions of sale, customers, and suppliers. Employees, agents
or contractors of the Company may not knowingly make false or misleading
statements regarding its competitors or the products of its competitors,
customers or suppliers. Participating with competitors in a trade association or
in a standards creation body is acceptable when the association has been
properly established, has a legitimate purpose, and has limited its activities
to that purpose.
No employee, agent or contractor shall at any time or under any circumstances
enter into an agreement or understanding, written or oral, express or implied,
with any competitor concerning prices, discounts, other terms or conditions of
sale, profits or profit margins, costs, allocation of product or geographic
markets, allocation of customers, limitations on production, boycotts of
customers or suppliers, or bids or the intent to bid or even discuss


<PAGE>

or exchange information on these subjects. In some cases, legitimate joint
ventures with competitors may permit exceptions to these rules as may bona fide
purchases from or sales to competitors on non-competitive products, but the
Company's Legal Department must review all such proposed ventures in advance.
These prohibitions are absolute and strict observance is required. Collusion
among competitors is illegal, and the consequences of a violation are severe.
Although the spirit of these laws, known as "antitrust," "competition," or
"consumer protection" or unfair competition laws, is straightforward, their
application to particular situations can be quite complex. To ensure that the
Company complies fully with these laws, each of us should have a basic knowledge
of them and should involve our Legal Department early on when questionable
situations arise.

..10 Industrial Espionage
It is the Company's policy to lawfully compete in the marketplace. This
commitment to fairness includes respecting the rights of our competitors and
abiding by all applicable laws in the course of competing. The purpose of this
policy is to maintain the Company's reputation as a lawful competitor and to
help ensure the integrity of the competitive marketplace. The Company expects
its competitors to respect our rights to compete lawfully in the marketplace,
and we must respect their rights equally. Company employees, agents and
contractors may not steal or unlawfully use the information, material, products,
intellectual property, or proprietary or confidential information of anyone
including suppliers, customers, business partners or competitors.

[Section Number]. FINANCIAL REPORTING RESPONSIBILITIES
As a public company it is of critical importance that the Company's filings with
the Securities and Exchange Commission be accurate and timely. Depending on your
position with the Company, you may be called upon to provide information to
assure that the Company's public reports are complete, fair and understandable.
The Company expects all of its personnel to take this responsibility very
seriously and to provide prompt and accurate answers to inquiries related to the
Company's public disclosure requirements.

The Chief Executive Officer and the Chief Financial officer bear a special
responsibility for promoting integrity throughout the organization, with
responsibilities to stockholders both inside and outside of the Company. The
Chief Executive Officer, Chief Financial Officer and all Finance Department
personnel must adhere to these principles themselves and ensure that a culture
exists throughout the Company as a whole that ensures the fair and timely
reporting of the Company's financial results and condition.

WAIVERS
Any waiver of any provision of this Code of Business Conduct and Ethics for a
member of the Company's Board of Directors or an executive officer must be
approved in writing by the Company's Board of Directors and promptly disclosed.
Any waiver of any provision of this Code of Business Conduct and Ethics with
respect any other employee, agent or contractor must be approved in writing by
the Company's Legal Department.

DISCIPLINARY ACTIONS
The matters covered in this Code of Business Conduct and Ethics are of the
utmost importance to the Company, its stockholders and its business partners,
and are essential to the Company's ability to conduct its business in accordance
with its stated values. We expect all of our employees, agents, contractors and
consultants to adhere to these rules in carrying out their duties for the
Company The Company will take appropriate action against any employee, agent,
contractor or consultant whose actions are found to violate these policies or
any other policies of the Company. Disciplinary actions may include immediate
termination of employment or business relationship at the Company's sole
discretion. Where the Company has suffered a loss, it may pursue its remedies
against the individuals or entities responsible. Where laws have been violated,
the Company will cooperate fully with the appropriate authorities.

ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS
I have received and read the Company's Code of Business Conduct and Ethics. I
understand the standards and policies contained in the Company Code of Business
Conduct and Ethics and understand that there may be additional policies or laws
specific to my job. I further agree to comply with the Company Code of Business
Conduct and Ethics.
If I have questions concerning the meaning or application of the Company Code of
Business Conduct and Ethics, any Company policies, or the legal and regulatory
requirements applicable to my job, I know I can consult my manager, the Human
Resources Department or Legal Department, knowing that my questions or reports
to these sources will be maintained in confidence.



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Employee Name


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Signature


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Date

Please sign and return this form to the Human Resources Department.