`Exhibit 14.1

                         [AMES TRUE TEMPER LOGO OMITTED]


                                CODE OF BUSINESS
                               CONDUCT AND ETHICS




                                TABLE OF CONTENTS
                                -----------------



                                                                          Page
                                                                          ----

A Message from Ames True Temper's President & CEO                            3

Introduction                                                                 4

Responsibilities                                                             4

Reporting Violations                                                         4

Policies                                                                     5

Conflicts of Interest                                                        6

Antitrust Compliance                                                        11

Crime Against the Company                                                   17

Sensitive or Improper Payments                                              18

Equal Employment Opportunity Policy                                         21

Harassment Policy                                                           22

Drug & Alcohol Policy                                                       25

Code of Business Conduct and Ethics Acknowledgment                          32



                                                                               2


[AMES TRUE TEMPER LOGO OMITTED]


               A MESSAGE FROM AMES TRUE TEMPER'S PRESIDENT AND CEO
               ---------------------------------------------------


To All Directors, Officers and Employees:

As we have moved into the world of public financial reporting this year with our
registration of public bonds, it is an appropriate time to reinforce our focus
on Ames True Temper's Code of Business Conduct and Ethics (the "Code").

Ames True Temper's good name and reputation for business integrity are the
results of its employees' dedication, as well as conducting business honestly
and fairly over the years. The manner in which we conduct ourselves as
individuals and as Ames True Temper associates will impact our future business
results and reputation.

This Code not only applies to our employees, officers and directors, but also
the companies with which Ames True Temper does business. You are expected to
read the policies as set forth in the Code on an annual basis. If you have
questions on this information, you should speak to your supervisor, upper
management or the Vice President of Human Resources.

We at Ames True Temper are focused on providing the most competitive products to
our customers and providing an ethical and non-discriminatory business
environment for our employees. Thank you for doing your part to ensure that Ames
True Temper continues to realize its full potential in both the business we do
and the way we do business. Adherence to this Code will help us achieve this
goal.

Sincerely,

/s/ Richard C. Dell
-------------------
    Richard C. Dell
    President & CEO






465 RAILROAD AVENUE O CAMP HILL, PA 17011 O 1-800-393-1846 O FAX: 1-800-567-1904
O WWW.AMESTRUETEMPER.COM

                                                                               3




INTRODUCTION
------------

The Code of Business Conduct and Ethics (the "Code") has been adopted by Ames
True Temper Inc. and CHATT Holdings LLC's Board of Directors to promoted Ames
True Temper's adherence to ethical standards of conduct and compliance with all
laws and regulations. This code cannot give an exact course of action or
establish a procedure to handle every situation, but it is intended to establish
a framework for making appropriate decisions on how to conduct ourselves in a
variety of situations.

This code applies to all CHATT Holdings LLC associates worldwide (when used in
this policy, "Ames" means CHATT Holdings LLC and all of its subsidiaries). The
word "associates" means all employees, officers and directors when they are
acting on behalf of Ames. Sales representatives, consultants and independent
contractors are also expected to observe the Code when conducting business with
or on behalf of Ames.

If an applicable law or regulation conflicts with this Code or imposes
obligations higher or broader than those set forth under the Code, you must
comply with the law or regulation. If a local custom or practice conflicts with
the Code, you must comply with the Code. If you are unsure about how to apply
the ordering of the rules described above, please contact the Vice President of
Human Resources at Ames True Temper.


RESPONSIBILITIES
----------------

Ames True Temper's Vice President Human Resources is responsible for the
implementation, administration and dissemination of the Code. Each manager is
responsible for assisting associates under his/her supervision in understanding
and complying with the Code. Each Ames associate is responsible for reading,
understanding and complying with the Code.

Any manager, supervisor, officer or director of Ames who receives a complaint
regarding, or a report alleging an existing or potential violation of the Code
has a responsibility to either ensure that such complaint or report is
investigated, and if necessary, remedied or promptly communicate such complaint
to a more senior person within Ames, up to and including Ames's Chief Executive
Officer and/or any member of the Audit Committee of the Ames Board of Directors.

Ames may require new associates or current associates to execute certification
of their receipt, understanding and compliance with the Code at any time.


REPORTING VIOLATIONS
--------------------

Ames intends to prevent violations of the Code and to stop existing violations,
if any, as quickly as reasonably possible after discovery occurs. Therefore, any
Ames associate who becomes aware of any potential violation of the Code must
promptly notify Ames' Chief

                                                                               4



Executive Officer, Chief Financial Officer or Chief Operating Officer
(collectively the "Senior Financial Officers"), the Vice President Human
Resources, or call the Ames toll free hotline at 1-800-393-1846, X3547. You
should also feel free to report any potential violation to Chris Cicconi
(717-561-5243) or Jody Shelby (717-399-1721), attorneys at the law firm of
Stevens & Lee. No associate should report any existing or potential violation of
the Code to any person who may be involved in the issue giving rise to the
existing or potential violation.

Anonymous reports will be investigated if sufficient information is provided. In
conducting an investigation, Ames will respect the privacy of all concerned,
however, complete confidentiality may not always be possible because of the need
to conduct an investigation and take appropriate steps. Ames, however, will not
tolerate any retaliation against an associate for reporting, in good faith,
existing or potential violations of this Code. Any person who participates in
retaliatory conduct is subject to disciplinary action up to and including
termination of employment without notice (subject to applicable laws and
regulations and any employment agreement which governs your employment).
Knowingly or recklessly providing false information to Ames may result in
disciplinary action, including termination without notice (subject to applicable
laws and regulations and any employment agreement which governs your
employment).


POLICIES
--------

The following corporate policies are incorporated into the Code:
1) Conflicts of Interest
2) Antitrust Compliance
3) Crime Against the Company
4) Sensitive or Improper Payments
5) Equal Employment Opportunity Policy
6) Harassment Policy
7) Drug & Alcohol Policy

                                                                               5


AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT010
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 11/25/03
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  CONFLICTS OF INTEREST


I.   POLICY

     The employees of Ames True Temper (the "Corporation") are required to
     adhere to strict standards of business ethics to avoid relationships,
     activities, or ownerships, which might create, or appear to create, a
     conflict between the employee's personal interests and the interests of the
     Corporation in any business dealings.


II.  DISCUSSION

     The Corporation is a privately owned company. Each employee, and
     particularly each salaried employee of the Corporation, has an obligation
     to the shareholders of the Corporation.

     It is not practical to list all activities, relationships or interests
     which may create a conflict of interest. Those listed in this policy are
     examples and are not intended to be all inclusive.

     Some of the conflicts of interest described are not only against the
     Corporation policy, but are illegal.

     Definitions: Family includes the employee's spouse, as well as all
     children, parents, in-laws and other dependents.


III. POLICY PROVISIONS

     A.   An employee shall not seek or accept, for self or family (directly or
          indirectly), from any individual, organization or business entity
          doing (or seeking to do) business with the Corporation or competing
          with the Corporation:

          1.   Payment of any kind

          2.   Services

          3.   Loans (except from banks)

          4.   Travel

          5.   Entertainment*

          6.   Vacations

          7.   Gifts (except advertising gifts with a value less than $25)

                                                                               6


AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT010
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 11/25/03
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  CONFLICTS OF INTEREST

          8.   Products at reduced cost

               An employee shall report, in writing, to his or her supervisor or
               to the Ames True Temper Company COO within 72 hours all offers of
               the above type, even when refused.

               *An occasional business luncheon is not considered entertainment.
               Occasional modest entertainment at dinner and/or for a sporting
               or a cultural event is permitted provided it is reported by the
               employee to his or her supervisor within 72 hours.

          B.   An employee or members of the employee's family residing in the
               employee's household shall not give any gift to any individual,
               organization or business entity doing (or seeking to do) business
               with the Corporation.

               EXCEPTIONS:

               1.   Any gift valued at $25.00 or less which is either a
                    consumable item or bears the marking of the Corporation.

               2.   Where such gift has been approved in advance by an Ames True
                    Temper Corporate Officer (CFO, CEO, COO).

          C.   An employee or members of the employee's family shall not have
               any financial interest, direct or indirect, in any organization,
               business or business function which is (or seeks to be) in
               competition with the Corporation or which has (or seeks to have)
               business dealings with the Corporation.

               EXCEPTIONS:

               1.   Stock holdings in widely held corporations where such
                    interest is less than 1% of the outstanding stock.

               2.   Where such financial interest has been disclosed to and been
                    approved by the COO of the Corporation.


                                                                               7


AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT010
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 11/25/03
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  CONFLICTS OF INTEREST


          D.   An employee or members of the employee's family shall not
               purchase from or sell to the Corporation materials, parts,
               services, etc. nor be an agent for or otherwise obtain personal
               gain from such sales or purchases.

               EXCEPTION: Employee purchases through the Corporation.

          E.   Except for an employee's position with the Corporation, a
               salaried employee shall not be employed by, nor serve as officer,
               director, employee, or consultant for any business operated for a
               profit without prior disclosure to, and approval by the COO.

               Approval will normally be granted where it is evident that both:

               1.   The employee and the Corporation will benefit.

               2.   No conflict of interest exists.

          F.   An employee shall neither use for his own purposes nor reveal to
               anyone outside the Corporation any Corporate confidential
               information without approval of the COO or an Officer of the
               Corporation, as appropriate.

               Information considered confidential includes, but is not limited
               to, the following:

               1.   Production rates and capacities (past, present and planned)

               2.   Sales or financial data

               3.   Cost data of any kind

               4.   Customer data

               5.   Price data (our products or our purchases)

               6.   Decisions or plans where such use or disclosure might be
                    harmful to the Corporation

          G.   A salaried employee shall not personally employ or use other
               Corporate employees in non-Corporate sponsored functions without
               approval of the COO.

                                                                               8


AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT010
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 11/25/03
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  CONFLICTS OF INTEREST


          H.   An employee shall not use, nor permit others to use, Corporate
               equipment or materials for personal purposes.

          I.   A Corporation employee involved in the selection of suppliers
               shall not:

               1.   Employ, use or purchase services from a supplier to the
                    Corporation for personal purposes without approval of his
                    superior.

               2.   Purchase items for personal purposes from such a supplier at
                    other than regular published prices.


IV.  IMPLEMENTATION


          A.   This policy shall be sent to each salaried employee once each
               year along with a signature page, which shall be completed,
               signed and returned to the Corporate Human Resources Department.

          B.   When an employee has, or feels he or she might have a possible
               conflict of interest, the employee shall report it to the COO.

          C.   COO will then review the situation.

               1.   If he or she determines that no conflict of interest exists,
                    he or she shall so advise the employee.

               2.   If he or she determines that a possible conflict of interest
                    does exist, he or she shall recommend to the CEO of the
                    Corporation corrective action he or she feels the employee
                    should take.

               3.   After approval by the CEO of the Corporation of such
                    corrective action, the employee shall be advised of the
                    actions required (by a specific date) of the employee by the
                    Corporation to protect its interests.

          D.   Failure to disclose possible conflicts of interest or failure to
               take required actions to eliminate possible conflicts of interest
               shall make an

                                                                               9


AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT010
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 11/25/03
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  CONFLICTS OF INTEREST


               employee subject to disciplinary action including suspension
               and/or discharge.

                  1.       Any new salaried employee who discloses to the
                           Corporation a possible conflict of interest when this
                           policy is first brought to his or her attention shall
                           not be subject to disciplinary action provided the
                           employee promptly takes the correction action
                           required by the Corporation.

          E.   Each salaried employee is fully responsible for his own
               compliance with this Policy.

          F.   All of the actions mentioned, if applicable to the COO, must be
               reported to the Chief Executive Officer.

          G.   The Chief Executive Officer shall annually report to the Board of
               Directors, any conflicts of interest involving Corporate Officers
               and the resolution thereof. Notwithstanding anything in this
               policy to the contrary, any conflicts of interest involving the
               Chief Executive Officer shall be submitted to the Board of
               Directors for review and appropriate action.



[GRAPHIC OMITTED]

/s/ Richard C. Dell
--------------------------
    Richard C. Dell
    President & CEO


                                                                              10


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:      AT011
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE:  11/25/03
                                                     SUPERSEDES:  NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  ANTITRUST COMPLIANCE


I.   POLICY
     ------

     Ames True Temper's (the "Corporation") uncompromising policy is in strict
     compliance with the letter and spirit of the antitrust laws. Accordingly,
     each employee of the Corporation is required not only to comply with the
     letter and the spirit of the Antitrust Laws, but also to avoid conduct that
     could appear to constitute a violation of the law.

II.  DISCUSSION
     ----------

     The antitrust laws are designed to promote the free enterprise system by
     eliminating artificial restrains on competition. The penalties for
     violation are severe. A corporation may be fined, if convicted of a
     criminal offense under the antitrust laws; an individual, if convicted, may
     be fined and/or sentenced to up to 3 years in prison. In addition, the
     wrongdoer is subject to civil actions, including the award of treble
     damages (3 times the damages actually sustained by an injured party) plus
     costs and attorneys fees.

     Under the heading "Guidelines", there is set forth a discussion of key
     provisions of the antitrust laws. This policy is intended to help you
     recognize antitrust problem areas and realize when legal advice is needed.
     If any employee has a question as to whether specified conduct is lawful
     under the antitrust laws, an attorney should be contacted immediately
     before engaging in such conduct.

     Two concepts deserve special attention:

     A.   Agreement. A written agreement is not necessary for an illegal
          agreement. A handshake, a nod or even responding to pressure or doing
          what you know is expected can be sufficient. An agreement may be
          inferred from your actions, so you should avoid contracts which would
          raise suspicion that an agreement exists.

          Note: Proper conduct is often characterized improperly in writing so
          as to appear illegal; each employee must be certain that what he or
          she writes accurately reflects what has taken place.

                                                                              11


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:      AT011
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE:  11/25/03
                                                     SUPERSEDES:  NEW POLICY
--------------------------------------------------------------------------------

SUBJECT:


     B.   Per Se Illegal. Agreements to engage in certain types of activities
          are considered so inherently anti-competitive they are per se illegal.
          Per se illegal means that the agreement, in and of itself, is illegal.
          There is no defense, justification or excuse of any kind for such
          agreements.

     It is important not only to avoid violation of the antitrust laws, but also
     conduct that could appear to constitute a violation. Many of us have
     friends working for competitors, customers and suppliers, and in these
     relationships there should be mutual understanding that there will never be
     any improper discussion of business matters. Membership in trade
     associations also offers an opportunity for contacts which could appear to
     be questionable.

     To avoid any appearance of illegal activity, all employees are expressly
     prohibited from communicating with competitors, whether by telephone, mail
     or otherwise, except that individuals designated by the Corporation CEO or
     appropriate officer may communicate with a competitor regarding trade
     association matters and Corporate Officers may communicate with a
     competitor regarding bona fide sales or purchases between the Corporation
     and such competitor.

III. POLICY PROVISIONS
     -----------------

     A.   Any agreement with a competitor concerning prices is per se illegal,
          irrespective of whether prices are increased or decreased. This
          includes agreeing as to elements of prices or terms and conditions of
          sale. CORPORATION PRICES MUST BE DETERMINED INDEPENDENTLY BY THE
          CORPORATION, WITHOUT CONSULTATION OF ANY KIND OUTSIDE THE CORPORATION.

     B.   NEVER DISCUSS PRICES OR PRICING POLICIES WITH COMPETITORS. If a
          competitor attempts to engage in such a discussion, terminate the
          conversation immediately. Never provide to, or accept from, a
          competitor a price list or information from which prices can be
          computed. Competitive price information can be obtained from
          customers, but customers should not be used as a clearing house for
          the exchange of price information. BE SURE TO NOTE THE DATE AND SOURCE
          OF ALL PRICE INFORMATION OBTAINED ON THE FACE OF THE MATERIAL.


                                                                              12


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:      AT011
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE:  11/25/03
                                                     SUPERSEDES:  NEW POLICY
--------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE


         EXCEPTION: Prices can be communicated in connection with a bona fide
         sale to or purchase from a competitor, but such transactions must be
         handled in their entirety by the appropriate Ames True Temper Corporate
         Officer.

     C.   An Agreement with a customer concerning the price at which that
          customer will resell the product is per se illegal. THE CORPORATION
          MAY SUGGEST RESALE PRICES BUT IT MUST BE CLEAR THAT THE CUSTOMER IS
          FREE TO ACCEPT OR REJECT THE SUGGESTION. Do not attempt to induce a
          customer to establish a particular resale price; do not condition
          price reductions upon the customer's agreement to pass such reductions
          on to his customers; do not promote resale price uniformity among
          customers; and do not agree to follow a supplier's suggested resale
          price or allow a supplier to dictate the Corporation's resale prices.

     D.   An agreement between competitors not to sell to or buy from certain
          individuals or firms is per se illegal. NEVER SUGGEST THAT A
          COMPETITOR, SUPPLIER OR CUSTOMER SHOULD NOT SELL OR BUY FROM ANYONE.
          The Corporation has a legal right to choose its suppliers and
          customers, and to refuse to buy from or sell to anyone, but this right
          must be exercised independently by the Corporation.

     E.   It is per se illegal for competitors to divide or allocate territories
          in which they will sell or customers to whom they will sell. NEVER
          AGREE WITH A COMPETITOR TO SELL OR REFRAIN FROM SELLING IN ANY AREA OR
          TO ANY CUSTOMER OR CLASS OF CUSTOMERS. NEVER AGREE WITH A COMPETITOR
          TO DIVIDE OR SHARE A CUSTOMER'S BUSINESS WITH THAT COMPETITOR.

     F.   It may be illegal to limit the territory within which a customer is
          allowed to resell. NEVER ATTEMPT TO PREVENT A CUSTOMER FROM SELLING
          OUTSIDE A PARTICULAR AREA. NEVER SUGGEST TO A CUSTOMER THAT OTHER
          CUSTOMERS WILL NOT SELL IN ITS AREA. The Corporation may assign areas
          in which a customer is expected to concentrate its sales effort, but
          any such designation should make it clear that the customer is free to
          sell outside those areas.

                                                                              13


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:      AT011
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE:  11/25/03
                                                     SUPERSEDES:  NEW POLICY
--------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE

     G.   It may be illegal to sell a product only on the condition that the
          customer purchase another product. DO NOT FORCE A CUSTOMER TO PURCHASE
          ADDITIONAL PRODUCTS NOT DESIRED BY THE CUSTOMER.

     H.   It is usually illegal to sell to a customer only on the condition that
          the customer not deal with a competitor. NEVER IMPLY THAT A CUSTOMER
          MUST HANDLE THE CORPORATION'S PRODUCTS EXCLUSIVELY OR DROP A
          COMPETITOR'S PRODUCT IN ORDER TO SELL A COMPANY PRODUCT. NEVER IMPLY
          THAT A SUPPLIER MUST SELL TO THE COMPANY EXCLUSIVELY OR DISCONTINUE
          SELLING TO A COMPETITOR. All proposed requirement or output contracts
          should be reviewed with a Corporation Officer prior to execution.

     I.   It may be illegal for a buyer to purchase goods only on the condition
          that the seller purchase the buyer's products. It is the Corporation's
          policy to make purchasing decisions solely on the basis of price,
          quality, terms and service. NEVER IMPLY THAT A SUPPLIER MUST PURCHASE
          FROM THE CORPORATION IN ORDER TO SELL TO IT. NEVER IMPLY TO A CUSTOMER
          THAT THE PURCHASE OF THE CORPORATION'S PRODUCTS WILL RESULT IN SALES
          TO THE CORPORATION.

     J.   An agreement among competitors to restrict or increase production may
          be illegal.

     K.   An agreement among competitors to standardize products may be illegal.

     L.   Price discrimination is prohibited by the Robinson-Patman Act. While
          the Act is complicated and difficult to apply, some general rules are:

         1.       It may be unlawful to sell the same product to competing
                  customers at different prices. Competing customers should be
                  treated on a proportionately equal basis when granting
                  promotions, discounts, allowances, or assistance in the form
                  of services and facilities.

                  EXCEPTION: Discrimination justified on meeting an equally low
                  price of a competitor is permitted, as is justification on
                  cost savings, but the


                                                                              14


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:      AT011
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE:  11/25/03
                                                     SUPERSEDES:  NEW POLICY
--------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE



                  technicalities involved in the justification on cost savings
                  are such that they may require review by an attorney.

          2.   It is unlawful for a buyer to knowingly induce or receive an
               illegal discrimination in prices or services. However,
               Corporation personnel should bargain for the lowest lawful price
               for goods and service purchased by the Corporation.

          3.   Selling in one section of the country at a lower price than in
               another section for the purpose of eliminating competition or a
               competitor is usually unlawful.

          4.   Selling at unreasonable low prices or below cost for the purpose
               of eliminating competition or a competitor is usually unlawful.

IV.  IMPLEMENTATION

     A.   Each salaried employee is fully responsible for his or own compliance
          with this policy.

     B.   This policy shall be sent to each salaried employees once each year
          with a signature page which shall be completed, signed and returned to
          the Corporate Human Resources Department.

     C.   Any employee recognizing a potential problem area or having a question
          as to whether a proposed course of action is permitted under the
          antitrust laws should consult the CFO.

     D.   No employee shall give to any other employee or accept from another
          employee any order or instruction which, if carried out, would be in
          violation of this policy. Any employee receiving any such order or
          instruction shall immediately report such occurrence to the office of
          the COO.

     E.   Failure to comply with this policy and the antitrust laws will result
          in disciplinary action, including immediate dismissal. Claims of
          ignorance, acting upon order or instruction of superiors, good
          intentions or failure to seek timely legal advice will not be accepted
          as excuses.


                                                                              15


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:      AT011
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE:  11/25/03
                                                     SUPERSEDES:  NEW POLICY
--------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE


     F.   The Corporation will be deemed to have adopted this policy, as
          written, as of the issue date; provided, however, a Corporation my not
          adopt a variation of this policy, so long as such adopted variation
          meets the minimum requirements set forth herein.

     G.   The Corporation shall hold an antitrust seminar annually for
          appropriate members of Management.



[GRAPHIC OMITTED]

/s/ Richard C. Dell
-------------------------------
    Richard C. Dell
    President & CEO


                                                                              16




--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:      AT 013
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 11/25/03
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  CRIME AGAINST THE COMPANY


I.   POLICY

     It is the duty of each employee to report any evidence of theft, fraud or
     other crime against Ames True Temper (The "Corporation") by another
     employee or any third party.

II.  IMPLEMENTATION

     1.   Any employee who has any information or other evidence that another
          employee or any third party has engaged or is about to engage in
          theft, fraud or other crime against the Corporation shall immediately
          report such information or other evidence to the COO or the Corporate
          Human Resources Department.

     2.   The Ames True Temper COO or the Corporate Human Resources Department
          shall be responsible for conducting an investigation and determining
          the appropriate course of action.




[GRAPHIC OMITTED]

/s/ Richard C. Dell
------------------------------
    Richard C. Dell
    President & CEO


                                                                              17




--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT012
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 12/12/03
                                                     SUPERSEDES: 11/25/03
--------------------------------------------------------------------------------
SUBJECT:  SENSITIVE OR IMPROPER PAYMENTS


I.   POLICY
     ------

     The payment of Ames True Temper funds to any individual organization or
     business entity is expressly prohibited where such payment is illegal or
     otherwise improper.

II.  DEFINITION
     ----------

     "Corporation" shall mean Ames True Temper. "Payment of Corporation funds",
     as used in this Policy, includes payment of Corporation monies, transfer of
     Corporation assets and permitting others to use Corporation assets for
     purposes other than the Corporation's business purposes, as well as
     promises of any of the foregoing.

III. SPECIFIC GUIDELINES
     -------------------

     A.   No employee shall make any payment of Corporation funds, directly or
          indirectly, to any individual, organization or business entity in
          order to induce such individual, organization or business entity to do
          (or continue to do) business with the Corporation or to induce such
          individual, organization or business entity to persuade another
          individual, organization or business entity to do (or to continue to
          do) business with the Corporation.

          EXCEPTIONS:

          1.   Payments to designated territorial representatives who represent
               the Corporation in the sale of its products; or

          2.   Reasonable business entertainment of customers or customers'
               employees in the ordinary course of business; or

          3.   Payments for approved Corporation advertising

     B.   No employee shall make any payment of Corporation funds, directly or
          indirectly, to any governmental official for purposes of:

          1.   Influencing any act or decision of such official in his official
               capacity; or


                                                                              18


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT012
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 12/12/03
                                                     SUPERSEDES: 11/25/03
--------------------------------------------------------------------------------
SUBJECT:  SENSITIVE OR IMPROPER PAYMENTS


          2.   Inducing such official to use his influence with a governmental
               office or agency to affect any act or decision of such
               governmental office or agency; or

          3.   For purposes of assisting, promoting or otherwise financing the
               election or re-election of such official.

     C.   No employee shall make any payment of Corporation funds, directly or
          indirectly to any political party, political party official, candidate
          for political office or other entity or representative involved in the
          campaign to elect or re-elect one or more persons to government
          office.

     D.   No employee shall establish or maintain a secret or unrecorded fund
          for the purpose of facilitating sensitive or improper payments, or
          shall make any false or fictitious entries in the Corporation books or
          records.

     E.   No employee shall make any payment of Corporation funds where he or
          she knows, or has reason to believe, that all or part of such payment
          is to be used for any of the purposes enumerated in Guidelines 1, 2 or
          3 above or for any other unlawful or improper purpose.

IV.  DISCUSSION
     ----------

     Ames True Temper is a privately owned Corporation, and each employee of the
     Corporation has an obligation to the shareholders to assure that the
     Corporation's funds and assets are not used improperly or illegally. The
     Corporation is also required by law to maintain accurate and complete
     financial records of all transactions involving its funds and other assets
     of the Corporation, and to maintain internal accounting controls to assure
     that transactions involving its funds and other assets are properly
     authorized, recorded and audited.

     The Specific Guidelines include examples of prohibited transactions
     involving Corporation funds and other assets. Those listed, of necessity,
     are not exclusive, but are typical of the type of transactions prohibited
     by this policy.


                                                                              19


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT012
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 12/12/03
                                                     SUPERSEDES: 11/25/03
--------------------------------------------------------------------------------
SUBJECT:  SENSITIVE OR IMPROPER PAYMENTS


     It should be recognized that most of the transactions listed not only
     violate Corporation policy, but are also illegal and may very well subject
     the Corporation and/or the employee involved in such transactions to
     criminal sanctions.


V.   IMPLEMENTATION


     A.   This policy shall be sent to each salaried employee once each year
          with a signature page that shall be completed, signed and returned to
          the Corporate Human Resources Department.

     B.   When an employee has a question regarding the possible impropriety or
          illegality of a proposed payment of Corporation funds, he should
          review such a question with the COO prior to the making of such a
          payment. Any employee who obtain knowledge of the payment of
          Corporation funds, which he believes may be illegal or improper should
          immediately report such payment, and all particulars known to him or
          her regarding the payment, to the COO.

     C.   Any employee who violates this policy shall be subject to discharge or
          other appropriate disciplinary action.

     D.   Each salaried employee is fully responsible for his or own compliance
          with this policy.

[GRAPHIC OMITTED]

/s/ Richard C. Dell
---------------------------
    Richard C. Dell
    President & CEO


                                                                              20


                        [AMES TRUE TEMPER LOGO OMITTED]


MEMORANDUM


To:       ALL EMPLOYEES

From:    Richard Dell
         Chief Executive Office

Date:    January, 2004

Subject: EEO Policy Statement

--------------------------------------------------------------------------------

It is appropriate at this time to reaffirm my personal commitment to all
programs which provide equal employment opportunities for all applicants and
employees.

As an equal opportunity employer, Ames True Temper will take affirmative action
to ensure equal employment opportunity for all qualified applicants and
employees without regard to race, color, religion, national origin, sex, age,
physical handicap or veteran status.

To ensure the coordination and overall effectiveness of this location's
commitment to these objectives, Chris Ebling has been designated the Corporate
Equal Employment Opportunity Coordinator for Ames True Temper. The Affirmative
Action Program is available for employee review in the Human Resources offices
during normal business hours. If you have any questions concerning the
objectives, implementation, or administration of our Affirmative Action Program,
please contact the Human Resources Department.

[GRAPHIC OMITTED]

/S/ Richard C. Dell
----------------------------
    Richard C. Dell
    President & CEO


                                                                              21




--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT005
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 07/12/00
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  HARASSMENT POLICY


I.   POLICY
     ------

     All Ames True Temper employees have the right to work in an environment
     that is free from harassment for any discriminatory reason, such as race,
     color, sex, national origin, disability, age, marital status, sexual
     orientation, or religion.

II.  ELIGIBILITY:
     ------------

     All Ames True Temper employees.

III. POLICY PROVISIONS:
     ------------------

     A.   Any harassment in the workplace is a violation of this policy and may
          be a violation of various local, state, and federal laws.

     B.   Derogatory racial, ethnic, religious, age, sexual, or other
          inappropriate remarks, slurs, or jokes will not be tolerated.

IV.  DEFINITIONS:
     ------------

     A.   Sexual Harassment

          1.   Unwelcome sexual advances, requests for sexual favors, and other
               physical, verbal, or visual conduct based on sex constitutes
               sexual harassment when:

               a.   Submission to such conduct is an explicit or implicit term
                    or condition of employment;

               b.   Submission to or rejection of the conduct is used as the
                    basis for an employment decision; or

               c.   The conduct has the purpose or effect of unreasonably
                    interfering with an individual's work performance or
                    creating an intimidating, hostile, or offensive working
                    environment. This can include threats that are not carried
                    out.

                                                                              22


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT005
                                                     POLICY TYPE: GENERAL
                                                     ISSUE DATE: 07/12/00
                                                     SUPERSEDES: NEW POLICY
--------------------------------------------------------------------------------
SUBJECT:  HARASSMENT POLICY


          2.   Sexual harassment may include explicit sexual; propositions,
               sexual innuendo, suggestive comments, sexually oriented "kidding"
               or "teasing," "practical jokes," jokes about gender-specific
               traits, improper physical contact, such as patting, pinching, or
               brushing against another's body.

          3.   Sexual harassment may include verbal or physical conduct of a
               sexual nature engaged in by a person of the same sex as well as
               of the opposite sex.

          4.   Sexual harassment does not refer to occasional compliments of a
               socially acceptable nature or welcome social relationships.

V.   ADMINISTRATION:
     ---------------

     A.   Any employee who feels that he/she has been subjected to conduct that
          violates this policy, should immediately bring the subject to the
          attention of a supervisor or Company official.

     B.   If the person to whom an employee would normally bring such a concern
          is the source of the harassing conduct, or if for some reason the
          employee feels uncomfortable discussing the matter with them, the
          employee should contact their Vice President of Human Resources.

     C.   Any manager or supervisor who observes or becomes aware of conduct
          prohibited by this policy by any other employee (or by anyone else,
          including outsiders, when inflicted on one of our employees) has an
          obligation to report the conduct to the Vice President of Human
          Resources immediately to ensure that the inappropriate conduct is
          stopped.

     D.   In conducting an investigation, the Company will respect the privacy
          of all concerned, however, complete confidentiality may not always be
          possible because of the need to conduct an investigation and take
          steps necessary to eliminate the harassment.

     E.   Any employee who engages in conduct that violates this policy is
          subject to discipline, up to and including termination.


                                                                              23



     F.   This policy prohibits any retaliation against any employee raising a
          complaint or providing information concerning an alleged violation of
          this policy.

[GRAPHIC OMITTED]

/s/ Richard C. Dell
-------------------
    Richard C. Dell
    President & CEO


                                                                              24


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY:            AT020
                                                     POLICY TYPE:   GENERAL
                                                     GROUP:       ALL
                                                     ISSUE DATE:    09/16/02
                                                     SUPERSEDES:   03/01/93
--------------------------------------------------------------------------------
SUBJECT:  DRUG AND ALCOHOL POLICY


I.   POLICY
     ------

     As you are aware, the use of drugs and alcohol has grown to epidemic
     proportions in this country. Accidents and loss of productivity as a result
     of such use and abuse are problems, which plague industry today. It is our
     belief that the benefits to be derived from the reduction in the number of
     accidents, the greater safety of all employees, and rehabilitation or
     termination of those who because of alcohol or drug abuse are a burden upon
     all other employees, far outweigh the inconvenience, which may be
     occasioned by this policy.

     While we face no greater problem than any other employer, we have decided
     to address the problem of alcohol and drug abuse at Ames True Temper ("ATT"
     or "Company") in a meaningful way so that all employees may benefit from a
     healthier and safer work environment.

     The purposes of this policy are therefore:

     I.   To establish and maintain a safe, healthy environment for all
          employees.

     II.  To reduce absenteeism, tardiness, indifferent and poor job
          performance.

     III. To reduce the incidence of accidental injury to employees.

     IV.  To ensure the reputation of the Company and its employees as good,
          responsible citizens.

     V.   To provide assistance in the rehabilitation of any employee in
          overcoming an addiction to, dependence upon, or any problem with the
          use of alcohol or drugs.

II.  ELIGIBILITY
     -----------

     All Ames True Temper employees.

III. POLICY PROVISIONS
     -----------------


                                                                              25



--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT020
                                                     POLICY TYPE: GENERAL
                                                     GROUP:  ALL
                                                     ISSUE DATE: 09/16/02
                                                     SUPERSEDES: 03/01/93
--------------------------------------------------------------------------------
SUBJECT:  DRUG AND ALCOHOL POLICY


     A.   Definitions

          1.   Alcohol/Alcoholic Beverages - Any substance containing alcohol or
               any beverage containing alcohol.

          2.   Drugs - Any substance (other than alcohol) which may or does
               alter the mood, perception, or judgment of the individual
               consuming it including prescription drugs, illegal or "street"
               drugs, controlled substances, and over-the-counter drugs.

               a.   Prescription Drug - Any drug or substance properly
                    prescribed for the individual consuming it by a licensed
                    medical practitioner.

               b.   Illegal or "Street" Drug - Any drug or substance, the sale
                    or consumption of which is prohibited by law.

               c.   Controlled Substances - Any one of a number of drugs or
                    other substances whose general availability is restricted
                    and which is strictly regulated or outlawed because of its
                    potential for abuse or addiction. Such drugs include, but
                    are not limited to, those classified as narcotics,
                    stimulants, depressants, hallucinogens, and cannabis.

               d.   Over-the-Counter Drugs - Any drug or substance, the sale of
                    which is legal and which may be consumed without
                    prescription, but has the capacity to alter the mood,
                    perceptions, or judgment of the individual consuming it.

          3.   Company Premises - The term "Company premises" is used in its
               broadest sense and includes all land, property, building,
               structures, installations, parking lots and means of
               transportation owned by or leased to Ames True Temper its parents
               or affiliate companies or otherwise being utilized for Ames True
               Temper employees performance of work. Private vehicles on Company
               premises are included within this definition.

     B.   Policy On Alcohol/Alcoholic Beverages


                                                                              26


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT020
                                                     POLICY TYPE: GENERAL
                                                     GROUP:  ALL
                                                     ISSUE DATE: 09/16/02
                                                     SUPERSEDES: 03/01/93
--------------------------------------------------------------------------------
SUBJECT:  DRUG AND ALCOHOL POLICY

               1.   Being under the influence of alcohol or an alcoholic
                    beverage while at work; bringing alcoholic beverages on
                    Company premises; or consuming alcoholic beverages on
                    Company premises is strictly prohibited and shall subject
                    the offender to discharge. For purposes of this Section B.
                    1. only, "Company premises" shall not include those hotel,
                    recreational, restaurant or social facilities used for
                    Company business meetings or social functions, provided use
                    of alcohol at such locations occurs only outside of
                    designated business hours and is at all times in moderation.

               2.   Any employee whose off-duty use of alcohol or alcoholic
                    beverages results in excessive absenteeism, tardiness, or is
                    the cause of accidents, or work or people problems shall be
                    subject to discharge.

               3.   At the discretion of the Company, an employee may be
                    referred to the Employee Assistance Program ("EAP").
                    Additionally, an employee who feels he or she has developed
                    an addiction to, dependence upon, or any problem with the
                    use of alcohol may contact the EAP for assistance. See
                    Section D of this policy.

          C.   Policy On Drug Use

               1.   Prescription Drugs and Over-the-Counter Drugs:

                    a.   No prescription drug shall be brought on Company
                         premises by an employee other than the employee for
                         whom the drug is prescribed. Any prescription shall be
                         used only in the manner and quantity prescribed.

                    b.   Any employee consuming, selling, trading, or delivering
                         a drug prescribed for another person shall be subject
                         to discharge.

                    c.   Being impaired by use of prescription or
                         over-the-counter drug while at work shall subject the
                         employee to discharge in appropriate cases.

                    d.   Any employee whose off-duty use or abuse of
                         prescription drugs or over-the-counter drugs results in
                         excessive


                                                                              27


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT020
                                                     POLICY TYPE: GENERAL
                                                     GROUP:  ALL
                                                     ISSUE DATE: 09/16/02
                                                     SUPERSEDES: 03/01/93
--------------------------------------------------------------------------------
SUBJECT:  DRUG AND ALCOHOL POLICY

                         absenteeism, tardiness, or is the cause of accidents,
                         or work or people problems shall be subject to
                         discharge in appropriate cases.

                    e.   At the discretion of the Company, an employee may be
                         referred to the EAP. Additionally, an employee who
                         feels he or she has developed an addiction to,
                         dependence upon, or any problem with the use of
                         prescription or over-the-counter drugs may contact the
                         EAP for assistance. See Section D of this policy.

               2.   Illegal or "Street" Drugs and Controlled Substances

                    a.   The manufacture, distribution, dispensation,
                         possession, or use of illegal or "street" drugs or
                         controlled substances is prohibited on Company
                         premises. Violation of this rule shall result in
                         discharge.

                    b.   The possession, sale, trade or delivery of illegal or
                         "street" drugs or controlled substances by an employee
                         which leads to the arrest of the employee shall subject
                         the employee to discharge if the employee is convicted
                         of or pleads guilty or no contest to a drug-related
                         crime.

                    c.   Being under the influence of illegal or "street" drugs
                         or controlled substances on Company premises shall
                         result in discharge.

                    d.   Any employee whose off-duty use of illegal or "street"
                         drugs or controlled substances results in excessive
                         absenteeism, tardiness, or is the cause of accidents,
                         or work or people problems shall be subject to
                         discharge.

                    e.   At the discretion of the Company, an employee may be
                         referred to the EAP. Additionally, an employee who
                         feels he or she has developed an addiction to,
                         dependence upon, or any problem with the use of illegal
                         or "street" drugs or controlled substances may contact
                         the EAP for assistance. See Section D of this policy.

               D.   Employee Assistance Program


                                                                              28


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT020
                                                     POLICY TYPE: GENERAL
                                                     GROUP:  ALL
                                                     ISSUE DATE: 09/16/02
                                                     SUPERSEDES: 03/01/93
--------------------------------------------------------------------------------
SUBJECT:  DRUG AND ALCOHOL POLICY


               1.   Any employee who feels that he or she has developed an
                    addiction or dependence upon drugs and alcohol is encouraged
                    to seek assistance by calling the EAP. It is desirable that
                    an affected employee seek assistance prior to the time that
                    such abuse or dependence results in excessive absenteeism or
                    tardiness, or is the cause of accidents, or work or people
                    problems. However, at its discretion, the Company will refer
                    employees to the EAP who have already developed problems
                    related to the abuse of drugs and/or alcohol. The Employee
                    Assistance Program will, in appropriate cases, refer the
                    employee to an appropriate treatment program.

               2.   Each request for assistance will be treated confidentially.

               3.   Recovery and rehabilitation are the responsibility of the
                    affected employee.

               4.   Any employee referred by the EAP to treatment must sign the
                    appropriate release forms to permit EAP personnel access to
                    his or her medical and treatment records and to permit EAP
                    personnel to discuss the course of treatment with the
                    appropriate treatment personnel, including the doctor. The
                    EAP is responsible for monitoring the treatment of the
                    employee and will certify completion of the treatment
                    program to the Company. Any employee who refuses to sign the
                    appropriate forms for EAP access to medical and treatment
                    records, rejects treatment, leaves without successfully
                    completing the treatment program, or whose participation in
                    the treatment program is terminated prior to successful
                    completion of the program shall be discharged.

          E.   Applicants for Employment - Required Post Offer Drug Testing

               All applicants for employment shall be required to be tested for
               use of illegal or "street" drugs or controlled substances.
               Applicants whose testing indicates use of illegal or "street"
               drugs, or controlled substances shall not be


                                                                              29


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT020
                                                     POLICY TYPE: GENERAL
                                                     GROUP:  ALL
                                                     ISSUE DATE: 09/16/02
                                                     SUPERSEDES: 03/01/93
--------------------------------------------------------------------------------
SUBJECT:  DRUG AND ALCOHOL POLICY


               employed. As a condition of employment, applicants shall be
               required to sign a consent form providing, among other things,
               that the results of such testing shall be made available to Ames
               True Temper. Refusal to sign such a consent form shall results in
               an applicant not being employed. Falsification of such a consent
               form shall either result in the applicant not being employed, or
               if an applicant is employed, shall subject him or her to
               discharge.

          F.   Safety of Work Force Rules - Blood and Urine Tests

               1.   To ensure the safety of the work environment and employees,
                    in cases in which the Company has reasonable suspicion to
                    believe that an employee is under the influence of any drug
                    and/or alcohol, the Company may in its discretion require
                    the employee to provide either urine or blood specimens (or
                    both) for testing. The Company may also in its discretion
                    require such testing of an employee involved in an
                    on-the-job accident or injury. A positive result on such
                    tests shall constitute evidence of a violation of this
                    policy and shall subject the employee to discharge. Nothing
                    in this policy, however, shall be deemed to require the
                    Company to conduct drug and/or alcohol testing of an
                    employee where there is other evidence of a violation of
                    this policy.

               2.   The Company has existing policies with respect to required
                    periodic physical examinations of certain specified
                    employees. The Company reserves the right to include blood
                    and/or urine drug/alcohol testing as part of these
                    examinations. A positive test result without any other
                    evidence of being under the influence of drugs and/or
                    alcohol may result in the employee being referred to the
                    EAP.

               3.   Company supplied lockers, desks, filing cabinets, files, and
                    other property remain the property of the Company. If the
                    Company has reasonable suspicion to believe its property is
                    being used for alcohol or illegal drug possession, use, or
                    sales, such property may be subject to Company initiated
                    searches at any time and without notice.


                                                                              30


--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY: AT020
                                                     POLICY TYPE: GENERAL
                                                     GROUP:  ALL
                                                     ISSUE DATE: 09/16/02
                                                     SUPERSEDES: 03/01/93
--------------------------------------------------------------------------------
SUBJECT:  DRUG AND ALCOHOL POLICY


               4.   Employees and their possessions, including their vehicles
                    located on Company premises, are subject to Company
                    initiated searches at any time and without notice if the
                    Company has reasonable suspicion of alcohol or illegal drug
                    possession, use, or sales, or in the case of an on-the job
                    accident or injury.

               5.   Refusal to submit to such searches or testing, or refusal to
                    sign or falsification of the appropriate consent forms,
                    shall subject an employee to discharge.

IV.  ADMINISTRATION
     --------------

     A.   Confidentiality

          1.   The results of all substance testing (blood and/or urine tests)
               will be treated as a medical file and therefore will be
               confidential.

          2.   Distribution will be limited to those having a "need to know" the
               results of those examinations or tests, according to the
               provision of applicable state and federal law.


The Company reserves the right to modify, revoke, suspend, terminate, or change
this policy in whole or in part, at any time, with or without notice to
employees except as required by applicable statutory law.

Any exceptions to this policy are subject to the approval of the Vice President
of Human Resources.

[GRAPHIC OMITTED]

/s/ Richard C. Dell
----------------------------------
Richard C. Dell
President & CEO


                                                                              31



--------------------------------------------------------------------------------
AMES TRUE TEMPER                                     SECTION:  HUMAN RESOURCES
                                                     POLICY TYPE: GENERAL
                                                     GROUP: ALL
                                                     ISSUE DATE: 12/01/04
                                                     SUPERSEDES: NEW
--------------------------------------------------------------------------------
SUBJECT:  CODE OF BUSINESS CONDUCT AND ETHICS


I have been provided a written copy of the Ames True Temper Code of Business
Conduct and Ethics booklet. I have had an opportunity to read this booklet and
hereby state that I fully understand its contents. I further state that I have
had an opportunity to have any questions concerning this booklet answered to my
satisfaction.



                                            ----------------------------------
                                            Employee's Signature


                                            ----------------------------------
                                            Employee's Name (Please Print)


                                            ----------------------------------
                                            Date


                                                                              32`