**Exhibit
      14.1**


**WENTWORTH
          IV, INC.**
 
 **CORPORATE
          CODE OF ETHICS AND CONDUCT**
 
 **Approved:
          December 31, 2007**
  
 
 **TABLE
          OF CONTENTS**
  1.
                  General
                      Policy
                  
                  22.
                  Compliance
                      with the Law
                  
                  33.
                  Stocks
                  
                  34.
                  Confidential
                      Information
                  
                  35.
                  Special
                      Ethical Obligations For Employees With Public Reporting
                      Responsibilities
                  
                  46.
                  Continuing
                      Disclosure Obligations and Accuracy of Business Records
                  
                  47.
                  Protection
                      and Proper Use of Company Assets
                  
                  58.
                  Corporate
                      Opportunities
                  
                  59.
                  Fair
                      Dealing
                  
                  510.
                  Conflicts
                      of Interest
                  
                  611.
                  Gifts,
                      Meals and Entertainment
                  
                  612.
                  Interacting
                      with the Government
                  
                  713.
                  Privacy
                      and Employee Relations
                  
                  714.
                  Market
                      Competition
                  
                  715.
                  Purchasing
                  
                  816.
                  Political
                      Contributions
                  
                  817.
                  Exports
                      and Imports
                  
                  818.
                  Media/Public
                      Relations and Governmental Inquiries
                  
                  919.
                  Response
                      to Investigations or Government Inquiries
                  
                  920.
                  Document
                      Retention Policy
                  
                  1021.
                  Amendments
                      And Waivers
                  
                  10Employee
                      Certification and Agreement of Compliance
                  
                  11
  -1-
  **Wentworth
          IV, Inc.**
 
 Corporate
          Code of Ethics and Conduct
  **1.**  **General
          Policy**
  It
          is the
          policy of Wentworth IV, Inc. (“we”, “us”, “our,” or the “Company”) to conduct
          business in compliance with all applicable laws, rules and regulations.
          Further,
          it is our policy to conduct business with integrity. We make this commitment
          to
          our customers, to our partners, to our shareholders, to our community,
          to those
          government agencies that regulate the Company, and to ourselves.
  Each
          Company employee, officer and director, as well as agents and contractors
          working on behalf of the Company, must work to comply with the policies
          set
          forth in this Code of Ethics and Conduct (the “Code”). All employees, officers
          and directors should review this Code and make sure that these policies
          guide
          their actions. Because of the complex and changing nature of legal requirements,
          each member of the Company must be constantly vigilant to ensure that their
          conduct complies with the Code. If any employee, officer or director becomes
          aware of an issue of legal compliance which is not adequately addressed
          in this
          Code, you should notify your supervisor or the Chief Financial Officer.
  The
          Company takes compliance with laws, regulations, rules and the Code seriously.
          Any violation of such will result in disciplinary action. Such action may
          include an oral or written warning, disciplinary probation, suspension,
          reduction in salary, demotion, or dismissal from employment. These disciplinary
          actions also may apply to an employee’s supervisor who directs or approves the
          employee’s improper actions or is aware of those actions, but does not act
          appropriately to correct them or fails to exercise appropriate
          supervision.
  If
          a
          question arises as to whether any action complies with the Company policies
          or
          applicable law, an employee, officer or director should present that question
          directly to the Company’s compliance officer (the “Compliance Officer”). The
          Compliance Officer’s telephone number (the “Compliance Line”) is ( 772 )
          231-7544. The Compliance Officer may also be contacted at the following
          e-mail
          address: kevin.keating@justconnect.net .  Concerns
          about violations of any part of this Code made to the telephone number
          may be
          made anonymously. **** Any
          calls, detailed notes and/or emails will be dealt with confidentially.
          Simply
          ask your question or give any information you may have. In raising an issue,
          you
          may remain anonymous, although you are encouraged to identify yourself.
          Should
          you choose to identify yourself, your identity will be kept confidential
          to the
          extent feasible or permissible under the law. All employees, officers and
          directors and agents of the Company have the commitment of the Company
          and of
          the Audit Committee of the Company’s Board of Directors that they will be
          protected from retaliation . However,
          the Company reserves the right to discipline anyone who knowingly makes
          a false
          accusation, provides false information to the Company or has acted
          improperly. **** Failure
          to report known or suspected wrongdoing of which any member of the Company
          has
          knowledge may, by itself, subject that person to disciplinary
          action.
  This
          Code
          highlights important legal principles with which employees, officers and
          directors and agents are expected to be familiar. The fact that this Code
          does
          not specifically reference other applicable laws (some of which may be
          covered
          in other the Company policies), does not diminish their importance or
          application.
  -2-
  **2.**  **Compliance
          with the Law**
  The
          Company seeks to comply with all applicable government laws, rules and
          regulations. We need the cooperation of all employees, officers and directors
          to
          do so and to bring lapses or violations to light. While some regulatory
          schemes
          may not carry criminal penalties, they control the licenses and certifications
          that allow the Company to conduct its business. The Company’s continued ability
          to operate depends upon your help for compliance.
  **3.**  **Stocks**
  Because
          our stock may become a publicly traded security, certain activities of
          the
          Company are subject to certain provisions of the federal securities laws.
          These
          laws govern the dissemination or use of information about the affairs of
          the
          Company or its subsidiaries or affiliates, and other information which
          might be
          of interest to persons considering the purchase or sale of our stock. Violations
          of the federal securities laws could subject you and the Company to stiff
          criminal and civil penalties. Accordingly, the Company does not sanction
          and
          will not tolerate any conduct that risks a violation of these laws.
  **a.**  **Disclosure
          of Transactions in Company’s Securities**
  The
          Securities and Exchange Commission (“SEC”) requires continuing disclosure of
          transactions in the Company’s publicly traded securities by the Company, its
          directors, officers, major shareholders and other affiliated persons. We
          are
          committed to complying with obligations related this disclosure.
  **b.**  **Insider
          Trading**
  It
          is
          illegal for any person, either personally or on behalf of others, (i) to
          buy or
          sell securities while in possession of material nonpublic information,
          or (ii)
          to communicate (to “tip”) material nonpublic information to another person who
          trades in the securities on the basis of the information or who in turn
          passes
          the information on to someone who trades. All directors, officers, employees
          and
          temporary insiders, such as accountants and lawyers, must comply with these
          “insider trading” restrictions.
  **4.**  **Confidential
          Information**
  You
          may
          be entrusted with the Company’s confidential business information. You are
          required to safeguard and use such information only for the Company’s purposes.
          Confidential information includes all non-public information that might
          be of
          use to competitors, or harmful to the Company or its customers, if disclosed.
          You are expected to maintain the confidentiality of any and all such information
          entrusted to you by the Company or our customers or partners. Examples
          of
          confidential business information include, but are not limited to: the
          Company’s
          trade secrets, business trends, information on clinical trial results,
          the
          status of regulatory approvals for our product candidates, product development
          programs, detailed sales and cost figures, new product or marketing plans,
          research and development ideas or information, manufacturing or drug discovery
          processes, and information about potential collaborations, joint ventures,
          acquisitions, divestitures and investments. Failure to observe this duty
          of
          confidentiality may compromise our competitive advantage over competitors
          and
          may additionally result in a violation of securities, antitrust or employment
          laws. It may also violate agreements providing for the protection of such
          confidential information the Company has entered into with third parties.
          You
          should not discuss confidential Company information outside the Company,
          even
          with your own family.
  -3-
  The
          business purpose of the Company is to seek the acquisition of, or merger
          with,
          an existing company. As a result, confidentiality becomes a particularly
          sensitive matter once negotiations have commenced and/or when the Company
          enters
          into a letter of intent concerning any target business. The Company’s business
          information and all related and ancillary documents contain information
          that is
          of a confidential nature which therefore must be treated in a confidential
          manner. You may not, directly or indirectly, disclose or permit affiliates
          or
          representatives to disclose any of such information to any other person
          or
          reproduce such information in whole or in part, without the prior written
          consent of the Company.
  At
          any
          time prior to a potential merger transaction, the lack of public trading
          does
          not in any way effect your obligation and responsibility to maintain all
          information as highly confidential. You may also possess sensitive, privileged
          information about our partners. These parties properly expect that this
          information will be kept confidential. The Company takes very seriously
          any
          violation of a partner’s confidentiality and will not tolerate such conduct.
  **5.**  **Special
          Ethical Obligations for Employees with Public Reporting
          Responsibilities**
  We
          are
          also committed to carrying out all continuing disclosure obligations in
          a full,
          fair, accurate, timely and understandable manner. Depending on their position
          with the Company, employees, officers or directors may be called upon to
          provide
          information to assure that the Company’s public reports are complete, fair and
          understandable. The Company expects all of its personnel to take this
          responsibility very seriously and to provide prompt and accurate answers
          to
          inquiries related to the Company’s public disclosure requirements.
  Employees,
          officers and directors should promptly report to the Compliance Officer
          any
          conduct that the individual believes to be a violation of law or business
          ethics
          or of any provision of the Code, including any transaction or relationship
          that
          reasonably could be expected to give rise to such a conflict. Violations,
          including failures to report potential violations by others, will be viewed
          as a
          severe disciplinary matter that may result in personnel action, including
          termination of employment.
  **6.**  **Continuing
          Disclosure Obligations and Accuracy of Business
          Records**
  In
          order
          to support all our disclosure obligations, it is our policy to record and
          report
          our factual information honestly and accurately. Failure to do so is a
          grave
          offense and will subject an individual to severe discipline by the Company,
          as
          well as possible criminal and civil penalties.
  Compliance
          with established accounting procedures, the Company’s system of internal and
          disclosure controls and generally accepted accounting principles are necessary
          at all times. In order to achieve such compliance, the Company’s records, books
          and documents must accurately reflect the transactions and provide a full
          account of the Company’s assets, liabilities, revenues and expenses. Knowingly
          entering inaccurate or fraudulent information into the Company’s accounting
          system is unacceptable and may be illegal. Any individual that has knowledge
          that an entry or process is false and material are expected to consult
          the
          Compliance Officer. In addition, it is the responsibility of each member
          of the
          Company to give their cooperation to the Company’s authorized internal and
          external auditors.
  -4-
  Every
          individual should also be aware that almost all business records of the
          Company
          may become subject to public disclosure in the course of litigation or
          governmental investigation. Records are also often obtained by outside
          parties
          or the media. Employees should therefore attempt to be as clear, concise,
          truthful and accurate as possible when recording any information. They
          must
          refrain from making legal conclusions or commenting on legal positions
          taken by
          the Company or others. They must also avoid exaggeration, colorful language,
          and
          derogatory characterizations of people and their motives. The Company will
          not
          tolerate any conduct that creates an inaccurate impression of the Company’s
          business operations.
  **7.**  **Protection
          and Proper Use of Company Assets**
  Employees,
          officers and directors should protect the Company’s assets and ensure their
          efficient use. Theft, carelessness and waste have a direct impact on the
          Company’s profitability. All Company assets should be used for legitimate
          business purposes.
  **a.**  **Computers,
          the Internet and Email**
  Everyone
          who works with the Company’s computer-based resources is responsible for their
          appropriate use and protection from theft, damage or loss. Employees should
          take
          care to understand the risks and protect and ensure that the security features
          of the computer-based resources are not compromised. Information created,
          transmitted or accessed on Company networks is Company property and the
          Company
          reserves the right to monitor or restrict access to it.
  Computer
          software used in connection with the Company’s business must be properly
          licensed and used only in accordance with that license. Using unlicensed
          software could constitute copyright infringement. If an employee has any
          questions as to whether his or her use of computer software is licensed,
          he or
          she should consult with the Company’s Information Technology
          Department.
  The
          same
          level of care should be taken when using the Company’s e-mail, internet and
          voice mail systems as is used in written documents. For example, confidential
          information about the Company should not be disclosed on electronic bulletin
          boards, in chat rooms or posted on an internet website.
  **8.**  **Corporate
          Opportunities**
  Employees,
          officers and directors are prohibited from (a) taking for yourself personally
          opportunities that you discover through the use of Company property, information
          or position, (b) using Company property, information or position for personal
          gain, and (c) competing with the Company. An employee, officer or director
          owes
          a duty to the Company to advance its legitimate interests when the opportunity
          to do so arises.
  **9.**  **Fair
          Dealing**
  Employees,
          officers and directors should endeavor to deal fairly with the Company’s
          customers, partners, suppliers, competitors and employees. You should not
          take
          unfair advantage of anyone through manipulation, concealment, abuse of
          privileged information, misrepresentation of material facts, or any other
          unfair-dealing practices.
  -5-
  **10.**  **Conflicts
          of Interest**
  The
          Company employees, officers and directors should avoid all potential conflicts
          of interest or situations that give the appearance of such conflict of
          interest.
          A conflict of interest occurs when the private interest of a the Company
          employee (or an immediate family or household member or someone with whom
          you
          have an intimate relationship) interferes, in any way — or even appears to
          interfere — with the duties performed by the Company employee or with the
          interests of the Company as a whole. A conflict situation can arise when
          an
          employee, officer or director takes actions or has interests that may make
          it
          difficult to perform his or her work objectively and effectively. A conflict
          of
          interest may also arise when an employee, officer or director, or a member
          of
          his or her family, receives improper personal benefits as a result of his
          or her
          position in the Company. Loans to, or guarantees of obligations of, such
          persons
          are of special concern.
  There
          may
          be a conflict of interest between our management and our non-management
          stockholders. **** A
          conflict of interest creates the risk that management may have an incentive
          to
          act adversely to the interests of other investors. A conflict of interest
          may
          arise between our management's personal pecuniary interest and its fiduciary
          duty to our stockholders. Further, our management's own pecuniary interest
          may
          at some point compromise its fiduciary duty to our stockholders. In addition,
          the Company’s officers and directors are currently involved with other publicly
          held, non-trading companies and conflicts in the pursuit of business
          combinations with such other companies with which they and other members
          of our
          management are, and may be the future be, affiliated with may arise. Our
          officers and directors therefore should use the utmost care to ensure they
          use
          their best efforts to comply with the obligations set forth above.
 
 **11.**  **Gifts,
          Meals and Entertainment**
  **a.**  **Entertainment
          and Gifts**
  The
          Company recognizes that in some instances, gifts and entertainment can
          provide
          an entirely appropriate means of furthering a business relationship. However,
          no
          employee, officer or director should accept or provide gifts of more than
          $100
          in connection with their business dealings. The offer or receipt of any
          such
          gift over $100 should be reported immediately to the Compliance Officer.
          Normal
          business courtesies involving no more than ordinary amenities (such as
          lunch,
          dinner, a spectator event, or a golf game) are permitted, as are token
          non-cash
          gifts of nominal value. The guiding principle and spirit of this code is
          that no
          gift, favor or entertainment, whether a single event or a pattern of behavior,
          should be accepted or provided if it will obligate, or appear to obligate,
          the
          recipient. If you are uncertain about the propriety of a gift, you should
          contact the Compliance Officer for guidance.
  **b.**  **Relationships
          with Government Personnel**
  Separate
          and more stringent gift, meals, and entertainment rules apply to dealings
          with
          government officials. Federal and state anti-kickback laws prohibit the
          Company
          and its representatives from knowingly and willfully offering, paying,
          requesting, or receiving any money or other benefit, directly or indirectly,
          in
          return for obtaining or rewarding favorable treatment in connection with
          the
          award of a government contract. Any employee who becomes aware of any such
          conduct should immediately report it to the Compliance Officer.
  -6-
  The
          anti-kickback laws must be considered whenever something of value is given
          or
          received by the Company or its representatives or affiliates that is in
          any way
          connected to work performed for the government. There are many transactions
          that
          may violate the anti-kickback rules. As a result, no one acting on behalf
          of the
          Company may offer or accept gifts, loans, rebates, services, or payment
          of any
          kind to or from government suppliers and vendors without first consulting
          the
          Compliance Officer.
  **c.**  **Business
          Dealings in Foreign Countries**
  Federal
          law prohibits U.S. companies, and those acting on their behalf, from bribing
          foreign officials to obtain or retain business. Foreign officials include
          officers and employees of a foreign government or of a foreign governmental
          department or agency. Indirect payments including those to agents or third
          parties with the knowledge that at least a portion of the payment will
          be given
          to a foreign official for an illegal purpose are prohibited. The Company
          will
          not tolerate any conduct that violates this law.
  **12.**  **Interacting
          with the Government**
  We
          are
          committed to being a “good corporate citizen” and the Company values its good
          relations with local, state, federal and foreign governments.
  The
          Company’s policy is to deal honestly and fairly with government representatives
          and agents and to comply with valid and reasonable governmental requests
          and
          processes. Be truthful and straightforward in your dealings with governmental
          representatives and do not direct or encourage another Company employee
          (or
          someone else) to provide false or misleading information to any government
          agent
          or representative. Do not direct or encourage anyone to destroy records
          relevant
          to a fact-finding process.
  In
          recent
          years certain foreign governments have sought to restrict opportunities
          for
          local companies to become public trading companies in the United States,
          including through the reverse merger process, which may be a manner in
          which we
          complete a business combination with such a foreign enterprise.
 
 The
          foregoing obligations are important in the face of these additional restrictions
          and our employees, officers and directors are strongly encouraged to work
          with
          capable representatives to assist in assuring that all transactions with
          foreign
          companies fully comply with local law.
 
 **13.**  **Privacy
          and Employee Relations******
  Even
          though an employee’s non-work-related activities outside of the Company are
          considered personal business, employees should always remember that they
          are a
          representative of the Company. All employees, officers and directors should
          review the Company’s policies regarding diversity, discrimination, workplace
          harassment (including sexual harassment), health and safety and related
          matters .
  **14.**  **Market
          Competition**
  The
          Company is committed to complying with all state and federal antitrust
          laws. The
          purpose of the antitrust laws is to preserve the competitive free enterprise
          system. The antitrust laws in the United States are founded on the belief
          that
          the public interest is best served by vigorous competition, free from collusive
          agreements among competitors on price or service terms. The antitrust laws
          help
          preserve the country’s economic, political, and social institutions; the Company
          is firmly committed to the philosophy underlying those laws.
  -7-
  While
          the
          antitrust laws clearly prohibit most agreements to fix prices, divide markets,
          and boycott, they also proscribe conduct that is found to restrain competition
          unreasonably. This can include, depending on the facts and circumstances
          involved, certain attempts to tie or bundle services together, certain
          exclusionary activities, and certain agreements that have the effect of
          harming
          a competitor or unlawfully raising prices. Any questions that arise in
          this area
          should be addressed to the Compliance Officer.
  **15.**  **Purchasing**
  Purchasing
          decisions must be made in accordance with applicable Company policy. In
          addition, the prohibitions discussed in Section 11 of this Code, entitled
          “Gifts, Meals and Entertainment” apply to purchasing decisions made on behalf of
          the Company. Purchasing decisions must in all instances be made free from
          any
          conflicts of interest that could affect the outcome. The Company is committed
          to
          a fair and objective procurement system which results in the acquisition
          of
          quality goods and services for the Company at a fair price.
  **16.**  **Political
          Contributions**
  The
          Company believes that our democratic form of government benefits from citizens
          who are politically active. For this reason, the Company encourages each
          of its
          employees to participate in civic and political activities in his or her
          own
          way.
  The
          Company’s direct political activities are, however, limited by law. Corporations
          may not make any contributions — whether direct or indirect — to
          candidates for federal office. Thus, the Company may not contribute any
          money or
          products, or lend the use of vehicles, equipment, or facilities, to candidates
          for federal office. Nor may the Company make contributions to political
          action
          committees that make contributions to candidates for federal office. Neither
          the
          Company, nor supervisory personnel within the Company, may require any
          employees
          to make any such contribution. Finally, the Company cannot reimburse its
          employees for any money they contribute to political candidates or
          campaigns.
  Many
          state laws also limit the extent to which corporations and individuals
          may
          contribute to political candidates. Any question about the propriety of
          political activity or contribution should be directed to the Compliance
          Officer.
  **17.**  **Exports
          and Imports**
  There
          are
          many U.S. laws governing international trade and commerce which serve to
          limit
          the export of certain products to certain countries. The Company is committed
          to
          complying with those laws. Under no circumstances will the Company make
          sales
          contrary to U.S. export laws. Because these regulations are complicated
          and
          change periodically, employees and agents seeking to make a sale to a customer
          in a foreign country must first confirm the legal trade status of that
          country.
          If an employee or agent is uncertain about whether a foreign sale complies
          with
          U.S. export laws, he or she must contact the Compliance Officer for guidance.
          The Company employees and agents should be aware that there are also many
          U.S.
          laws that govern the import of items into the United States. Among other
          things,
          these laws control what can be imported into the United States, how the
          articles
          should be marked, and the amount of duty to be paid. The Company complies
          with
          all U.S. import laws. If an employee or agent is uncertain about whether
          a
          transaction involving the importation of items into the United States complies
          with these laws, he or she must contact the Compliance Officer for
          guidance.
  -8-
  **18.**  **Media/Public
          Relations and Governmental Inquiries**
  When
          the
          Company provides information to the news media, securities analysts and
          stockholders, it has an obligation to do so accurately and completely.
          In order
          to ensure that the Company complies with its obligations, employees receiving
          inquiries regarding the Company’s activities, results, plans or position on
          public issues should refer the request to the Company’s Chief Executive Officer,
          Chief Financial Officer, or the designated corporate spokesperson. The
          Company
          employees may not speak publicly for the Company unless specifically authorized
          by senior management.
  Although
          unlikely, a government representative may seek to interview an employee
          regarding the Company’s business activities or an employee’s work at the
          Company. If an employee is contacted by a government agent or representative
          and
          asked to provide information, contact the Compliance Officer at ( 772 )
          231-7544.
  Occasionally,
          someone will arrive unexpectedly or a government representative may seek
          to
          inspect Company property. If this happens, an employee should immediately
          notify
          his or her manager or supervisor and contact the Compliance Officer at
          ( 772 )
          231-7544.
  **19.**  **Response
          to Investigations or Government Inquiries**
  Numerous
          state and federal agencies have broad legal authority to investigate the
          Company
          and review its records. The Company will comply with subpoenas and respond
          to
          governmental investigations as required by law. The Compliance Officer
          is
          responsible for coordinating the Company’s response to investigations and the
          release of any information.
  If
          an
          employee or officer receives an investigative demand, subpoena, or search
          warrant involving the Company, it should be brought immediately to the
          Compliance Officer. No documents should be released or copied without
          authorization from the Compliance Officer or the Company’s legal counsel. If an
          investigator, agent or government auditor comes to the Company’s corporate
          headquarters, the Chief Executive Officer should be contacted immediately.
          In
          the absence of the Chief Executive Officer, contact the Company’s Compliance
          Officer. Ask the investigator to wait until the contacted individual arrives
          before reviewing any documents or conducting any interviews. The Compliance
          Officer, his designee, or the Company’s legal counsel is responsible for
          assisting with any interviews. If the Company’s employees are approached by
          government investigators and agents while they are away from the Company’s
          premises and asked to discuss Company affairs, the employee has the right
          to
          insist on being interviewed during business hours with a supervisor or
          counsel
          present. Alternatively, any employee may choose to be interviewed or not
          to be
          interviewed at all. The Company recognizes the choice of how to proceed
          in these
          circumstances is left entirely to the employee. If an employee chooses
          to speak
          with government personnel, it is essential that the employee be truthful.
          Questions may be directed to the Compliance Officer.
  The
          Company employees are not permitted to alter, remove, or destroy documents
          or
          records of the Company except in accordance with regular document retention
          and
          destruction practices.
  -9-
  **20.**  **Document
          Retention Policy**
  The
          Company has a document retention policy in place to provide reasonable
          and
          consistent standards and procedures for the retention and disposal of accounting
          and financial documents and that provide a routine business practice of
          maintaining records for a predetermined period of time.
  **21.**  **Amendments
          and Waivers**
  This
          Code
          applies to all the Company employees, officers and directors and will be
          distributed to each new employee, officer and director upon commencement
          of his
          or her employment or other relationship with the Company. The Company reserves
          the right to amend, alter or terminate this Code at any time for any reason.
          There shall be no substantive amendment or waiver of any part of the Code
          affecting the directors, senior financial officers, or executive officers,
          except by a vote of the Board of Directors, which will ascertain whether
          an
          amendment or waiver is appropriate and ensure that the amendment or waiver
          is
          accompanied by appropriate controls designed to protect the Company.
  In
          the
          event that any substantive amendment is made or any waiver is granted,
          the
          waiver will disclosed as required by law or regulations of the NASDAQ National
          Market.
  This
          document is not an employment contract between the Company and any of its
          employees, officers or directors.
  -10-
  **EMPLOYEE
          CERTIFICATION AND AGREEMENT OF COMPLIANCE**
  I
          certify
          that I have read the Company’s “Corporate Code of Ethics and Conduct” (the
“Code”) and fully understand the obligations set forth in that
          document.
 
 The
          Code
          includes a statement of the Company’s policies, which are designed to ensure
          that the Company and its employees conduct the Company’s business in compliance
          with all federal and state laws governing its operations and the conduct
          is
          consistent with the highest standards of business and professional ethics.
 
 I
          understand that the Code obligates all employees to carry out their duties
          for
          the Company in accordance with these policies and with applicable laws.
          I
          further understand that any violation of these policies or applicable laws,
          or
          any deviation from appropriate ethical standards, will subject an employee
          to
          disciplinary action. Indeed, I understand that even a failure to report
          such a
          violation or deviation may, by itself, subject an employee to disciplinary
          action.
 
 I
          am also
          aware that in the event that I have any question about whether an action
          complies with the Company’s policies or applicable law, I should present that
          question to my supervisor or, if appropriate, directly to the Company’s
          Compliance Officer.
 
 With
          these understandings of my obligations, I agree to act in accordance with
          the
          Company policies set forth in the Code. Having read the Code, I am not
          currently
          aware of any matter that should be brought to the attention of Compliance
          personnel as a violation or suspected violation of this Code.
 
 Signed:Print
                    Name:Date:
 
 -11-