CODE OF BUSINESS CONDUCT AND ETHICS

          (As approved by the Board of Directors on September 30, 2003)

THIS CODE APPLIES TO EVERY  DIRECTOR.  OFFICER  (INCLUDING  THE CHIEF  EXECUTIVE
OFFICER,  CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING  OFFICER),AND EMPLOYEE OF
COMPOSITE TECHNOLOGY CORPORATION (THE "COMPANY").

To further the Company's fundamental  principles of honesty.  loyalty,  fairness
and  forthrightness,  the Board of Directors  of the Company  (the  "Board") has
established and adopted this Code of Business Conduct and Ethics (this "Code").

This Code strives to deter wrongdoing and promote the following six objectives:

o     honest and ethical conduct:

o     avoidance of conflicts of interest:

o     full, fair, accurate, timely and transparent disclosure:

o     compliance with  applicable  government and  self-regulatory  organization
      laws, rules and regulations:

o     prompt internal reporting of Code violations: and

o     accountability for compliance with the Code.

Below,  we  discuss  situations  that  require  application  of our  fundamental
principles and promotion of our  objectives.  If you believe there is a conflict
between this Code and a specific  procedure,  please consult the Company's Board
of Directors for guidance.

Each of our directors, officers and employees is expected to:

o     understand  the   requirements   of  your  position,   including   Company
      expectations  and  governmental  rules and regulations  that apply to your
      position:

o     comply with this Code and all applicable laws, rules and regulations;

o     report any violation of this Code of which you become aware; and

o     be accountable for complying with this Code.

<PAGE>

TABLE OF CONTENTS
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EHTICS ADMINISTRATOR..........................................................3
ACCOUNTING POLICIES...........................................................3
AMENDMENTS AND MODIFICATIONS OF THIS CODE.....................................3
ANTI~BOYCOTT AND U.S. SANCTIONS LAWS..........................................3
ANTITRUST AND FAIR COMPETITION LAWS...........................................3
BRIBERY.......................................................................4
COMPLIANCE WITH LAWS, RULES AND REGULATIONS...................................4
COMPUTER AND INFORMATION SYSTEMS..............................................5
CONFIDENTIAL INFORMATION BELONGING TO OTHERS..................................5
CONFIDENTIAL AND PROPRIETARY INFORMATION......................................5
CONFLICTS OF INTEREST.........................................................6
CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS.......... ...7
DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE...................................7
DISCLOSURE POLICIES AND CONTROLS..............................................7
ENVIRONMENT, HEALTH ANDSAFETY.................................................8
FILING OF GOVERNMENT REPORTS..................................................8
FOREIGN CORRUPT PRACTICES ACT.................................................8
INSIDER TRADING OR TIPPING....................................................8
INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS.....................9
INVESTOR RELATIONS AND PUBLIC AFFAIRS.........................................9
POLITICAL CONTRIBUTIONS......................................................10
PROHIBITED SUBSTANCES........................................................10
RECORD RETENTION.............................................................10
REPORTING VIOLATIONS OF THIS CODE............................................10
WAIVERS......................................................................10
CONCLUSION...................................................................11


                                      -2-
<PAGE>

EHTICS ADMINISTRATOR

All matters concerning this Code shall he heard by the Board of Directors.

ACCOUNTING POLICIES

The Company will make and keep books, records and accounts,  which in reasonable
detail accurately and fairly present the Company's transactions.

All  directors,  officers,  employees  and other  persons  are  prohibited  from
directly  or  indirectly  falsifying  or causing to he false or  misleading  any
financial or accounting  book.  record or account.  You and others are expressly
prohibited  from  directly  or  indirectly   manipulating  an  audit,  and  from
destroying or tampering  with any record,  document or tangible  object with the
intent  to  obstruct  a  pending  or  contemplated   audit,  review  or  federal
investigation.  The commission of or  participation  in. one of these prohibited
activities or other illegal  conduct will subject you to federal  penalties,  as
well as to punishment, up to and including termination of employment.

No director,  officer or employee of the Company may directly or indirectly make
or  cause to be made a  materially  false or  misleading  statement,  or omit to
state, or cause another person to omit to state,  any material fact necessary to
make statements  made not misleading,  in connection with the audit of financial
statements by independent  accountants,  the preparation of any required reports
whether by independent or internal accountants, or any other work which involves
or  relates  to the  filing  of a  document  with the  Securities  and  Exchange
Commission ("SEC").

AMENDMENTS AND MODIFICATIONS OF THIS CODE

There shall be no amendment or modification to this Code except upon approval by
the Board of Directors.

In case of any amendment or modification of this Code that applies to an officer
or director of the Company, the amendment or modification shall be posted on the
Company's  website  within  two days of the  board  vote or  shall be  otherwise
disclosed as required by  applicable  law or the rules of any stock  exchange or
market on which the Company's  securities are listed for trading.  Notice posted
on the website  shall  remain  there for a period of twelve  months and shall be
retained in the Company's files as required by law.

ANTI-BOYCOTT AND U.S. SANCTIONS LAWS

The Company  must  comply with  anti-boycott  laws of the United  States,  which
prohibit it from  participating  in, and require us to report to the authorities
any request to  participate  in, a boycott of a country or  businesses  within a
country.  If you receive such a request,  report it to your immediate  superior,
our CEO. or to the chairman of the Board of  Directors.  We will also not engage
in business with any government,  entity, organization or individual where doing
so is prohibited by applicable laws.

ANTITRUST AND FAIR COMPETITION LAWS

The purpose of antitrust  laws of the United States and most other  countries is
to provide a level  playing  field to economic  competitors  and to promote fair
competition. No director, officer or employee, under any circumstances or in any
context,  may enter into any  understanding  or  agreement,  whether  express or
implied,  formal or  informal.  written  or oral,  with an  actual or  potential
competitor,  which would  illegally  limit or restrict in any way either party's
actions,  including  the  offers  of  either  party  to any  third  party.  This
prohibition includes any action relating to prices,  costs,  profits,  products,
services,  terms or  conditions  of sale,  market  share or customer or supplier
classification or selection.

It is our policy to comply with all U.S.  antitrust  laws. This policy is not to
he  compromised  or qualified by anyone  acting for or on behalf of our Company.
You must  understand  and comply with the  antitrust  laws as they may bear upon
your  activities  and  decisions.  Anti-competitive  behavior  in  violation  of
antitrust  laws  can  result  in  criminal  -penalties  both for you and for the
Company.  Accordingly,  any question regarding compliance with antitrust laws or
your  responsibilities  under this  policy  should be directed to our CEO or the
chairman  of the  Board of  Directors,  who may  then  direct  you to our  legal
counsel. Any director,  officer or employee found to have knowingly participated
in violating the antitrust laws will be subject to  disciplinary  action,  up to
and including termination of employment.

                                      -3-
<PAGE>

Below  are some  scenarios  that are  prohibited  and  scenarios  that  could be
prohibited for antitrust reasons.  These scenarios are not an exhaustive list of
all prohibited and possibly prohibited  antitrust conduct.  Again. when in doubt
about any  situation,  whether it is discussed  below or not, you should consult
with our CEO or the chairman of the Board of Directors,  who may then direct you
to our legal counsel.

The  following  scenarios  are  prohibited  for  antitrust  or  anti-competition
reasons:

      o     proposals  or  agreements  or  understanding--.express  or  implied,
            formal or informal,  written or oral--with any competitor  regarding
            any aspect of competition between the Company and the competitor for
            sales to third parties;

      o     proposals  or  agreements  or  understanding  with  customers  which
            restrict  the price or other terms at which the  customer may resell
            or lease any product to a third party: or

      o     proposals  or  agreements  or  understanding  with  suppliers  which
            restrict the price or other terms at which the Company may resell or
            lease any product or service to a third party.

The following business  arrangements could raise  anti-competition  or antitrust
law issues.  Before  entering  into them,  you must  consult with our CEO or the
chairman  of the  Board of  Directors,  who may  then  direct  you to our  legal
counsel:

      o     exclusive  arrangements  for the  purchase  or sale of  products  or
            services:

      o     bundling of goods and services;

      o     technology  licensing  agreements  that  restrict the freedom of the
            licensee or licensor; or

      o     agreements  to add an employee  of the  Company to another  entity's
            board of Directors.

BRIBERY

You are strictly  forbidden  from  offering,  promising or giving money,  gifts,
loans,  rewards,  favors  or  anything  of value to any  governmental  official,
employee,  agent or other  intermediary  (either  inside or  outside  the United
States) which is prohibited by law. Those paying a bribe may subject the Company
and  themselves to civil and criminal  penalties.  When dealing with  government
customers or officials,  no improper payments will be tolerated.  If you receive
any offer of money or gifts that are intended to influence a business  decision,
it should be reported to your supervisor our CEO or the chairman of the Board of
Directors immediately.

The Company prohibits improper payments in all of its activities,  whether these
activities are with governments or in the private sector.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The  Company's  goal and  intention  is to  comply  with  the  laws,  rules  and
regulations by which we are governed. In fact, we strive to comply not only with
requirements  of the law but also  with  recognized  compliance  practices.  All
illegal  activities or illegal  conduct are  prohibited  whether or not they are
specifically set forth in this Code.

Where  law  does  not  govern  a  situation  or  where  the  law is  unclear  or
conflicting,  you should discuss the situation with your supervisor,  our CEO or
the  chairman  of the Board of  Directors.  who may then direct you to our legal
counsel.  Business should always he conducted in a -fair and forthright  manner.
Directors,  officers and employees are expected to act according to high ethical
standards.

                                      -4-
<PAGE>

COMPUTER AND INFORMATION SYSTEMS

For business  purposes,  officers and  employees  are  provided  telephones  and
computer  workstations  and  software,  including  network  access to  computing
systems such as the Internet and e-mail. to improve personal productivity and to
efficiently manage proprietary  information in a secure and reliable manner. You
must  obtain the  permission  from your  supervisor  or our CEO to  install  any
software on any Company  computer or connect any personal  laptop to the Company
network.  As with  other  equipment  and  assets  of the  Company,  we are  each
responsible for the appropriate use of these assets. Except for limited personal
use of the Company's telephones and computer/e-mail,  such equipment may be used
only for business purposes.  Officers and employees should not expect a right to
privacy of their e-mail or Internet  use. All e-mails or Internet use on Company
equipment is subject to monitoring by the Company.

CONFIDENTIAL INFORMATION BELONGING TO OTHERS

You must respect the confidentiality of information,  including, but not limited
to, trade secrets and other information given in confidence by others, including
but not limited to partners, suppliers,  contractors,  competitors or customers,
just  as  we  protect  our  own  confidential   information.   However,  certain
restrictions  about the  information of others may place an unfair burden on the
Company's future business.  For that reason,  directors,  officers and employees
should  coordinate  with  your  supervisor  or  the  CEO to  ensure  appropriate
agreements  are  in  place  prior  to  receiving  any  confidential  third-party
information. In addition, any confidential information that you may possess from
an  outside  source,  such as a  previous  employer,  must not,  so long as such
information  remains  confidential,  be  disclosed  to or used  by the  Company.
Unsolicited   confidential  information  submitted  to  the  Company  should  be
returned, returned to the sender where possible and deleted, if received via the
Internet.

CONFIDENTIAL AND PROPRIETARY INFORMATION

It is the  Company's  policy  to  ensure  that all  operations,  activities  and
business   affairs  of  the  Company  and  our  business   associates  are  kept
confidential to the greatest extent possible.  Confidential information includes
all non-public information that might be of use to competitors, or that might be
harmful  to  the  Company  or  its  customers  if  disclosed.  Confidential  and
proprietary  information about the Company or its business associates belongs to
the  Company,  must  be  treated  with  strictest  confidence  and  is not to be
disclosed or discussed with others.

Unless otherwise agreed to in writing,  confidential and proprietary information
includes any and all methods, inventions,  improvements or discoveries,  whether
or not  patentable  or  copyrightable,  and any other  information  of a similar
nature  disclosed  to the  directors,  officers or  employees  of the Company or
otherwise made known to the Company as a consequence of or through employment or
association with the Company (including  information originated by the director,
officer or  employee).  This can  include,  but is not  limited  to  information
regarding the Company's business, products, processes, and services. It also can
include  information  relating  to  research,  development,   inventions,  trade
secrets,  intellectual  property  of any  type or  description,  data,  business
plans., marketing strategies,  engineering,  contract negotiations,  contents of
the Company intranet and business methods or practices.

The -following are examples of information that is not considered confidential:

      o     information that is in the public domain to the extent it is readily
            available:

      o     information that becomes generally known to the public other than by
            disclosure  by the Company or a director,  officer or  employee:  or
            information  you  receive  from a  party  that  is  under  no  legal
            obligation of confidentiality  with the Company with respect to such
            information.

We  have  exclusive   property  rights  to  all   confidential  and  proprietary
information  regarding the Company or our business associates.  The unauthorized
disclosure of this  information  could destroy its value to the Company and give
others  an  unfair  advantage.  You are  responsible  for  safeguarding  Company
information and complying with established security controls and procedures. All
documents,  records,  notebooks.  notes,  memoranda and similar  repositories of
information  containing  information of a secret,  proprietary,  confidential or
generally  undisclosed  nature  relating  to the Company or our  operations  and
activities  made or  compiled  by the  director.  officer  or  employee  or made
available  to you  prior  to or  during  the term of your  association  with the
Company,  including any copies thereof,  unless  otherwise agreed to in writing,
belong to the Company  and shall be held by you in trust  solely for the benefit
of the Company,  and shall be delivered to the Company by you on the termination
of your association with us or at any other time we request.

                                      -5-
<PAGE>

CONFLICTS OF INTEREST

Conflicts  of interest can arise in virtually  every area of our  operations.  A
"conflict  of  interest"  exists  whenever  an  individual's  private  interests
interfere or conflict in any way (or even appear to interfere or conflict)  with
the interests of the Company. We must strive to avoid conflicts of interest.  We
must each  make  decisions  solely  in the best  interest  of the  Company.  Any
business,   financial  or  other  relationship  with  suppliers,   customers  or
competitors  that might  impair or appear to impair the exercise of our judgment
solely for the benefit of the Company is prohibited.

Here are some examples of conflicts of interest:

      o     Family  Members--Actions  of family members may create a conflict of
            interest.  For example, gifts to family members by a supplier of the
            Company  are  considered  gifts to you and must be  reported.  Doing
            business  for the  Company  with  organizations  where  your  family
            members are  employed or that are  partially  or fully owned by your
            family  members  or  close  friends  may  create a  conflict  or the
            appearance  of a conflict  of  interest.  For  purposes of this Code
            "family members" includes any child, stepchild,  grandchild, parent,
            stepparent,    grandparent,    spouse,    sibling,    mother-in-law,
            father-in-law,   son-in-law,   daughter-in-law,   brother-in-law  or
            sister-in-law, and adoptive relationships.

      o     Gifts,  Entertainment,  Loans, or Other Favors--Directors,  officers
            and employees  shall not seek or accept  personal gain,  directly or
            indirectly,  from anyone soliciting business from, or doing business
            with the Company,  or from any person or entity in competition  with
            us. Examples of such personal gains are gifts,  non-business related
            trips, gratuities, favors, loans, and guarantees of loans, excessive
            entertainment or rewards. However, you may accept gifts of a nominal
            value. Other than common business courtesies,  directors,  officers,
            employees  and  independent  contractors  must not offer or  provide
            anything  to  any  person  or   organization   for  the  purpose  of
            influencing   the   person  or   organization   in  their   business
            relationship with us.

            Directors, officers and employees are expected to deal with advisors
            or  suppliers  who best serve the needs of the  Company as to price,
            quality  and  service  in  making  decisions  concerning  the use or
            purchase of materials,  equipment,  property or services. Directors,
            officers and employees who use the Company's advisors,  suppliers or
            contractors in a personal  capacity are expected to pay market value
            for materials and services provided.

      o     Outside  Employment--Officers  and employees may not  participate in
            outside   employment,   self-employment,   or  serve  as   officers,
            directors,  partners or consultants  for outside  organizations,  if
            such activity:

            o     reduces work efficiency;

            o     interferes  with your  ability to act  conscientiously  in our
                  best interest: or

            o     requires  you  to  utilize  our  proprietary  or  confidential
                  procedures, plans or techniques.

You must inform your supervisor or the CEO of any outside employment,  including
the employer's name and expected work hours.

You  should  report any  actual or  potential  conflict  of  interest  involving
your-self  or others o-f which you become aware to your  supervisor  or our CEO.
Officers  and  directors  should  report any  actual or  potential  conflict  of
interest  involving yourself or others of which you become aware to the chairman
of the Board o-f Directors.

                                      -6-
<PAGE>

CORPORATE OPPORTUNITIES AM) USE AND PROTECTION OF COMPANY ASSETS

You are prohibited from:

      o     taking for yourself,  personally,  opportunities that are discovered
            through the use of Company property, in-formation or position;

      o     using Company  property,  information or position for personal gain;
            or

      o     competing with the Company.

You have a duty to the  Company to advance  its  legitimate  interests  when the
opportunity to do so arises.

You are personally  responsible and  accountable  for the proper  expenditure of
Company  funds,  including  money  spent for  travel  expenses  or for  customer
entertainment.  You are also  responsible  for the proper use of  property  over
which you have control,  including both Company  property and hinds and property
that customers or others have entrusted to your custody.  Company assets must be
used only for proper purposes.

Company property should not be misused. Company property may not be sold, loaned
or given away  regardless of condition or value,  without proper  authorization.
Each director,  officer and employee  should protect our assets and ensure their
efficient  use.  Theft,  carelessness  and  waste  have a direct  impact  on the
Company's  profitability.  Company  assets  should be used only -for  legitimate
business purposes.

DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE

Disciplinary  actions for  violations  of this Code can include  oral or written
reprimands, suspension or termination of employment or a potential civil lawsuit
against you. The violation of laws, rules or regulations,  which can subject the
Company to fines and other penalties, may result in your criminal prosecution.

DISCLOSURE POLICIES AND CONTROLS

The continuing  excellence of the Company's reputation depends upon our full and
complete  disclosure of important  information about the Company that is used in
the securities  marketplace.  Our financial and  non-financial  disclosures  and
filings with the SEC must be transparent,  accurate and timely. Proper reporting
of reliable,  truthful and accurate  information is a complex process  involving
cooperation between many departments and disciplines.  We must all work together
to insure that reliable,  truthful and accurate  information is disclosed to the
public.

The Company must disclose to the SEC, current security holders and the investing
public information that is required,  and any additional information that may be
necessary to ensure the required  disclosures  are not misleading or inaccurate.
The Company  requires you to  participate in the  disclosure  process,  which is
overseen by our CEO and principal  accounting officer. The disclosure process is
designed  to record,  process,  summarize  and report  material  information  as
required by all applicable  laws,  rules and  regulations.  Participation in the
disclosure  process is a requirement of a public company,  and full  cooperation
and participation by our CEO,  principal  accounting  officer and, upon request,
other employees in the disclosure process is a requirement of this Code.

Officers and employees must fully comply with their disclosure  responsibilities
in an  accurate  and  timely  manner or he subject  to  discipline  of up to and
including termination of employment.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to managing and  operating  our assets in a manner that
is protective of human health and safety and the  environment.  It is our policy
to  comply,  in all  material  respects.  with  applicable  health,  safety  and
environmental  laws and  regulations.  Each  employee is also expected to comply
with our policies, programs, standards and procedures.

                                      -7-
<PAGE>

FILING OF GOVERNMENT REPORTS

Any reports or information provided, on our behalf, to federal,  state, local or
foreign  governments  should  be true,  complete  and  accurate.  Any  omission,
misstatement  or lack of  attention to detail could result in a violation of the
reporting laws, rules and regulations.

FOREIGN CORRUPT PRACTICES ACT

The United States Foreign  Corrupt  Practices Act prohibits  giving  anything of
value,  directly  or  indirectly,  to foreign  government  officials  or foreign
political candidates in order to obtain, retain or direct business. Accordingly,
corporate  funds,  property  or  anything  of  value  may  not be,  directly  or
indirectly,  offered  or given by you or an agent  acting  on our  behalf,  to a
foreign  official,  foreign political party or official thereof or any candidate
for a  foreign  political  office  for the  purpose  of  influencing  any act or
decision of such foreign  person or inducing such person to use his influence or
in order to assist in obtaining or retaining business for, or directing business
to, any person.

You are also prohibited from offering or paying anything of value to any foreign
person  if it is known or  there  is a reason  to know  that all or part of such
payment will be used for the above-described  prohibited actions. This provision
includes situations when intermediaries, such as affiliates, or agents, are used
to channel payoffs to foreign officials.

INSIDER TRADING OR TIPPING

Directors,  officers  and  employees  who  are  aware  of  material,  non-public
information  from or  about  the  Company  (an  "insider"),  are not  permitted,
directly or through family members or other persons or entities, to:

      o     buy or sell securities (or derivatives  relating to such securities)
            of the Company, or

      o     pass on, tip or disclose material,  nonpublic  information to others
            outside the Company including family and friends.

Such buying,  selling or trading of securities  may be punished by discipline of
up to and including  termination  of  employment:  civil  actions,  resulting in
penalties  o-f up to three times the amount of profit  gained or loss avoided by
the inside trade or stock tip, or criminal actions,  resulting in fines and jail
time.

Examples of information that maybe considered material,  non-public  information
in some circumstances are:

      o     undisclosed annual, quarterly or monthly financial results, a change
            in earnings or earnings projections.  or unexpected or unusual gains
            or losses in major operations:

      o     undisclosed   negotiations   and   agreements   regarding   mergers,
            concessions, joint ventures,  acquisitions,  divestitures,  business
            combinations or tender offers:

      o     undisclosed major management changes:

      o     a  substantial  contract  award  or  termination  that  has not been
            publicly disclosed:

      o     a major law-suit or claim that has not been publicly disclosed:

      o     the gain or loss of a significant  customer or supplier that has not
            been publicly disclosed:

      o     an undisclosed filing of a bankruptcy petition by the Company:

      o     information that is considered confidential: and

      o     any other undisclosed information that could affect our stock price.

                                      -8-
<PAGE>

The same policy also applies to securities issued by another company if you have
acquired material,  nonpublic information relating to such company in the course
of your employment or affiliation with the Company.

When  material  information  has been  publicly  disclosed,  each  insider  must
continue to refrain from buying or selling the  securities in question until the
third business day after the information has been publicly released to allow the
markets time to absorb the information.

INTELLECTUAL PROPERTY: PATENTS, COPYRTGHTS AND TRADEMARKS

Except as otherwise  agreed to in writing  between the Company and an officer or
employee, all intellectual property you conceive or develop during the course of
your employment shall be the sole property of the Company. The term intellectual
property includes any invention,  discovery,  concept,  idea, or writing whether
protectable or not by any United States or foreign copyright, trademark, patent.
or common law including, but not limited to designs. materials,  compositions of
matter,  machines,   manufactures,   processes,   improvements,  data,  computer
software,  writings,  formula,   techniques,   know-how,  methods,  as  well  as
improvements thereof or know-how related thereto concerning any past, present or
prospective  activities  of the Company.  Officers and  employees  must promptly
disclose  in writing to the  Company  any  intellectual  property  developed  or
conceived  either solely or with others during the course of your employment and
must  render  any and all aid and  assistance,  at our  expense,  to secure  the
appropriate  patent,  copyright,  or trademark  protection for such intellectual
property.

Copyright  laws may protect items posted on a website.  Unless a website  grants
permission to download the Internet  content you  generally  only have the legal
right to view  the  content.  If you do not  have  permission  to  download  and
distribute  specific  website  content you should contact your supervisor or our
CEO, who may refer you to our legal counsel.

If you are unclear as to the application of this Intellectual Property Policy or
if questions  arise,  please  consult with your  supervisor  or our CEO, who may
refer you to our legal counsel.

INVESTOR RELATIONS AND PUBLIC AFFAIRS

It is very important that the information disseminated about the Company be both
accurate and consistent.  For this reason, all matters relating to the Company's
internal and external communications are handled by our CEO (or, if retained for
such purpose,  a public  relations  consultant).  Our CEO (or a public relations
consultant   retained   by  the  Company  is  solely   responsible   for  public
communications  with stockholders.  analysts and other interested members of the
financial  community.  Our CEO (or a public relations consultant retained by the
Company is also solely responsible for our marketing and advertising  activities
and communication  with employees,  the media,  local communities and government
officials.  Our CEO serves as the  Company's  spokesperson  in both  routine and
crisis situations.

We will not allow  retaliation  against an  employee  for  reporting  a possible
violation  of this  Code in good  faith.  Retaliation  for  reporting  a federal
offense is illegal under federal law and prohibited under this Code. Retaliation
-for reporting any violation of a law, rule or regulation or a provision of this
Code is prohibited.  Retaliation will result in discipline,  up to and including
termination of employment, and may also result in criminal prosecution. However,
if a reporting  individual was involved in improper  activity the individual may
be  appropriately  disciplined  even if he or she was the one who  disclosed the
matter to the Company.  In these  circumstances,  we may consider the conduct of
the reporting  individual in reporting the information as a mitigating factor in
any disciplinary decision.

POLITICAL CONTRIBUTIONS

You must  refrain  from  making any use of  Company,  personal or other funds or
resources  on behalf of the Company for  political or other  purposes  which are
improper or prohibited by the applicable federal,  state, local or foreign laws,
rules or regulations.  Company  contributions or expenditures in connection with
election  campaigns  will be  permitted  only to the extent  allowed by federal,
state, local or foreign election laws, rules and regulations.

You are encouraged to participate  actively in the political process. We believe
that individual  participation is a continuing  responsibility of those who live
in a free country.

                                      -9-
<PAGE>

PROHIBITED SUBSTANCES

We have  policies  prohibiting  the  use of  alcohol,  illegal  drugs  or  other
prohibited  items,  including  legal drugs  which  affect the ability to perform
one's work duties, while on Company premises. We also prohibit the possession or
use of alcoholic  beverages,  firearms,  weapons or  explosives  on our property
unless  authorized by our CEO. You are also  prohibited  from  reporting to work
while under the influence of alcohol or illegal  drugs.  We reserve the right to
perform  pre-employment  and random drug testing on  employees,  as permitted by
law.

RECORD RETENTION

The alteration,  destruction or -falsification of corporate documents or records
may constitute a criminal act.  Destroying or altering documents with the intent
to  obstruct  a pending  or  anticipated  official  government  proceeding  is a
criminal act and could result in large fines and a prison  sentence o-f up to 20
years.  Document  destruction or falsification in other contexts can result in a
violation of the federal securities laws or the obstruction of justice laws.

REPORTING VIOLATIONS OF THIS CODE

You should be alert and  sensitive  to  situations  that could result in actions
that might violate federal, state, or local laws or the standards of conduct set
forth in this Code, If you believe your own conduct or that of a fellow employee
may have  violated any such laws or this Code,  you have an obligation to report
the matter.

Generally,  you should  raise such matters  first with an immediate  supervisor.
However,  if you are not comfortable  bringing the matter up with your immediate
supervisor, or do not believe the supervisor has dealt with the matter properly,
then you  should  raise  the  matter  with our CEO who  may,  if a law,  rule or
regulation  is in  question,  then  refer  you to our  legal  counsel,  The most
important  point is that possible  violations  should be reported and we support
all means of reporting them.

Directors and officers  should  report any potential  violations of this Code to
the chairman of the Board of Directors or to our legal counsel.

WAIVERS

There  shall be no waiver of any part of this Code for any  director  or officer
except  by a vote of the  Board of  Directors.  In case a waiver of this Code is
granted to a director or officer,  the notice of such waiver  shall be posted on
our  website  within  -five  days of the  Board's  vote or  shall  he  otherwise
disclosed as required by  applicable  law or the rules of any stock  exchange or
market on which the Company's securities are listed for trading.  Notices posted
on our  website  shall  remain  there  for a period  of 12  months  and shall be
retained in our files as required by law.

CONCLUSION

This  Code  is an  attempt  to  point  all of us at  the  Company  in the  right
direction,  but no document can achieve the level of principled  compliance that
we are  seeking.  In reality,  each of us must strive  every day to maintain our
awareness of these issues and to comply with the Code's  principles  to the best
of our abilities. Before we take an action, we must always ask ourselves:

      o     Does it feel right?

      o     Is this action ethical in every way?

      o     Is this action in compliance with the law?

      o     Could my action create an appearance of impropriety?

      o     Am I trying to fool anyone, including myself, about the propriety of
            this action?

If an action would elicit the wrong  answer to any o-f these  questions,  do not
take it. We cannot expect perfection, but we do expect good faith. If you act in
bad faith or -fail to report  illegal or  unethical  behavior,  then you will be
subject to disciplinary procedures.  We hope that you agree that the best course
of action is to be honest, forthright and loyal at all times.

                                      -10-