EXHIBIT 14 (a)

              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

                            EFFECTIVE JANUARY 1, 2003

The Company has a Code of Business Conduct and Ethics  applicable to the CEO and
all  senior  financial  officers.  The  CEO and all  senor  financial  officers,
including the CFO and principal  accounting officer, are bound by the provisions
set forth  therein  relating  to ethical  conduct,  conflicts  of  interest  and
compliance with law. In addition to the Code of Business Conduct and Ethics, the
CEO and  senior  financial  officers  are  subject to the  following  additional
specific policies:

The CEO and all  senior  financial  officers  are  responsible  for full,  fair,
accurate,  timely and understandable disclosure in the periodic reports required
to be filed with or  submitted  to the SEC by the  Company  and in other  public
communications made by the Company. Accordingly, it is the responsibility of the
CEO and each senior financial  officer promptly to bring to the attention of the
Disclosure  Committee  any  material  information  of which he or she may become
aware that affects the disclosures  made by the Company in its public filings or
otherwise assist the Disclosure Committee in fulfilling its responsibilities.

The CEO and each senior financial  officer shall promptly bring to the attention
of the Disclosure  Committee and the Audit  Committee any  information he or she
may have concerning (a)  significant  deficiencies in the design or operation of
internal  controls which could adversely affect the Company's ability to record,
process,  summarize and report  financial data or (b) any fraud,  whether or not
material,  that involves  management  or other  employees who have a significant
role in the Company's financial reporting, disclosures or internal controls.

The CEO and each senior financial  officer shall promptly bring to the attention
of the  CEO and to the  Audit  Committee  any  information  he or she  may  have
concerning any violation of the Company's  Code of Business  Conduct and Ethics,
including  any actual or apparent  conflicts  of interest  between  personal and
professional relationships, involving any management or other employees who have
a significant role in the Company's financial reporting, disclosures or internal
controls.

The CEO and each senior financial  officer shall promptly bring to the attention
of the  CEO and to the  Audit  Committee  any  information  he or she  may  have
concerning  evidence of a material  violation of the  securities  or other laws,
rules  or  regulations  applicable  to the  Company  and  the  operation  of its
business,  by the Company or any agent  thereof,  or of violation of the Code of
Business Conduct and Ethics or of these additional procedures.

The Board of Directors  shall  determine,  or designate  appropriate  persons to
determine,  appropriate  actions to be taken in the event of  violations  of the
Code of Business Conduct and Ethics or of these additional procedures by the CEO
and the Company's  senior financial  officers.  Such actions shall be reasonably
designed to deter wrongdoing and to promote  accountability for adherence to the
Code of Business  Conduct  and Ethics and to these  additional  procedures,  and
shall  include  written  notices to the  individual  involved that the Board has
determined  that there has been a violation,  censure by the Board,  demotion or
re-assignment  of the  individual  involved,  suspension  with or without pay or
benefits  (as  determined  by the Board)  and  termination  of the  individual's
employment.  In determining what action is appropriate in a particular case, the
Board of  Directors  or such  designee  shall  take into  account  all  relevant
information,  including  the nature and severity of the  violation,  whether the
violation was a single occurrence or repeated occurrences, whether the violation
appears to have been  intentional  or  inadvertent,  whether the  individual  in
question had been  advised  prior to the  violation  as to the proper  course of
action  and  whether or not the  individual  in  question  had  committed  other
violations in the past.