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                                                                  EXHIBIT 10.101

                        [U.S. PLASTIC LUMBER CORP. LOGO]




                            U.S. PLASTIC LUMBER CORP.





                                    BUSINESS



                                 CODE OF CONDUCT















ISSUED: NOVEMBER 2002

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I. GENERAL STATEMENT OF BUSINESS PHILOSOPHY

The commitment to excellence is fundamental to the philosophy of our Company.
This commitment to excellence means that employees share a common set of
objectives and benefit from the achievement of those objectives.

One essential objective is our conviction to uphold ethical standards in all our
corporate activities. These standards apply to all the Company's activities in
every market that it serves. The purpose of this Code of Conduct is to
strengthen the Company's ethical climate and to provide basic guidelines for
situations in which ethical issues arise.

We strive to do business with customers and suppliers of sound business
character and reputation. We do not knowingly support any public or private
organization which espouses discriminatory policies or practices. We expect all
our employees to perform their work with honesty, truthfulness and integrity.

It is the policy of the Company to comply with all applicable laws, including,
without limitation, employment, discrimination, health, safety, antitrust,
securities and environmental laws. No director, officer, executive or manager of
the Company has authority to violate any law or to direct another employee or
any other person to violate any law on behalf of the Company.

Each employee and non-employee director of the Company is, and will be held,
responsible for the observance of this Code of Conduct. If any employee has
questions about any section of this Code of Conduct, he or she should direct all
questions to his or her immediate supervisor, Human Resources, or the Legal
Department. IF AN EMPLOYEE BECOMES AWARE THAT ANOTHER EMPLOYEE HAS VIOLATED THIS
CODE OF CONDUCT, HE OR SHE IS OBLIGATED TO REPORT IT IN ACCORDANCE WITH
PROCEDURES SET FORTH BELOW. No one has the authority to retaliate against an
employee who reports a possible violation. Failure to comply with any of the
provisions of this Code of Conduct subjects the employee to disciplinary
measures up to and including termination.

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II. POLICIES AND PRACTICES

A. Conflicts of Interest

A conflict of interest may arise in any situation in which an employee's
loyalties are divided between business interests that, to some degree, are
incompatible with the interests of the Company. All such conflicts should be
avoided. The Company demands absolute integrity from all its employees and will
not tolerate any conduct that falls short of that standard. The Company expects
that no employee will knowingly place himself or herself in a position that
would have the appearance of being, or could be construed to be, in conflict
with the interests of the Company. Some of the more sensitive areas of conflicts
of interest and the Company's related guidelines are as follows:

1. ACCEPTING GIFTS AND ENTERTAINMENT

The Company's aim is to deter givers of gifts from seeking or receiving special
favors from Company employees. (For guidelines concerning the giving of gifts
to, or entertainment of, customers and others by Company employees, employees
are referred to paragraph F., below) Accepting any gift of more than nominal
value or entertainment that is more than a routine social amenity can appear to
be an attempt to influence the recipient into favoring a particular customer,
vendor, consultant or the like. To avoid the reality and the appearance of
improper relations with current or prospective customers, vendors and
consultants, employees should observe the following guidelines when deciding
whether or not to accept gifts or entertainment:

a. Gifts

Gifts such as merchandise or products, as well as personal services or favors
may not be accepted unless they have a value of less than $50. This dollar limit
is intended to serve as a guideline, and employees are urged to consult with the
Legal Department before accepting any gifts of more than nominal value. Gifts of
any amount may never be solicited. A gift of cash or securities may never be
accepted.

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In some international business transactions, it is customary and lawful for
business leaders in a host country to give gifts to Company employees. These
gifts may be of more than nominal value and under the circumstances returning
the gifts or paying for them may be an affront to the giver. In such a
situation, the gift must be reported to the employee's supervisor. In all other
instances where gifts cannot be returned and offering to pay for them would
adversely affect continuing business relationships, supervisors must be
notified. In some cases, the gift may be retained by the Company, at its sole
discretion, and not the individual.

b. Entertainment

Normal business entertainment such as lunch, dinner, theater, a sporting event,
and the like, is appropriate if of a reasonable nature and in the course of a
meeting or another occasion, the purpose of which is to hold bona fide business
discussions or to foster better business relations. All such entertainment
should be reported (in advance, if practical) by the employee to his or her
supervisor. No employee may accept tickets or invitations to entertainment when
the prospective host will not be present at the event with the employee.

2. OUTSIDE ACTIVITIES

It is the policy of the Company that no employee is to have a "free-lance" or
"moonlighting" activity that will materially encroach on the time or attention
which should be devoted to the employee's duties; adversely affect the quality
of work performed; compete with the Company's activities; imply sponsorship or
support by the Company of the outside employment or organization; or adversely
affect the good name of the Company. All free-lance or moonlighting activities
require the prior written approval of the employee's supervisor. Employees who
free-lance or moonlight may not use Company time, facilities, resources, or
supplies for such work.

3. INTERESTS IN OTHER BUSINESSES

Unless approved in advance by an employee's supervisor, neither an employee nor
his or her spouse, domestic partner, or any other member of the employee's
immediate family may directly or indirectly have a financial interest (whether
as an investor, lender,

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employee or other service provider) in a competitor, or in a customer or
supplier if that employee or his or her subordinates deal directly or indirectly
with that customer or supplier in the course of his or her job with the Company.

4. USE OF COMPANY PROPERTY AND INFORMATION

All employees are responsible for the proper use of the Company's physical
resources and property, as well as its proprietary and other confidential
information. Unless otherwise prohibited by an employee's supervisor, reasonable
incidental use of a Company telephone, computer or other equipment is permitted.

a. Company Property and Facilities

Company property, facilities or physical resources may not be used for
solicitation or distribution activities which are not related to an employee's
services to the Company, except for charitable activities that have been
approved in writing in advance by the Company. Employees may not solicit any
other employee during working time, nor may employees distribute literature in
work areas at any time. Under no circumstances may an employee disturb the work
of others to solicit or distribute literature to them during their working time.
Persons not employed by the Company may not solicit Company employees for any
purposes on Company premises.

Any employee found to be engaging in, or attempting, theft of any property of
the Company, including documents, equipment, intellectual property, personal
property of other employees, cash or any other items of value will be liable to
immediate summary dismissal and possible criminal proceedings against them. All
employees have a responsibility to report any theft or attempted theft to the
Company's management.

b. Company Proprietary and Other Confidential Information

The Company operates in many different and extremely competitive markets. Every
employee should be aware that in any competitive environment, proprietary
information and trade secrets must be safeguarded in the same way that all other
important Company assets are protected. Information concerning pricing, products
and services that are being developed, and other such trade secrets, including
information pertaining

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to any prospective Company acquisition or divestiture, must be held in the
strictest confidence, and reasonable prudence and care should be exercised in
dealing with such information in order to avoid inadvertent inappropriate
disclosure. This information must not be used in any way other than as required
in performing employment duties. All files, records and reports acquired or
created in the course of employment are the property of the Company. Originals
or copies of such documents may be removed from the Company's offices for the
sole purpose of performing the employee's duties to the Company and must be
returned at any time upon request. Employees must also abide by the provisions
of the Company's Confidential and Proprietary Information Policy. ALL EMPLOYEES
OF THE COMPANY MUST EXECUTE A CONFIDENTIALITY AGREEMENT AT THE TIME EMPLOYMENT
COMMENCES.

c. Trademarks, Service Marks and Copyrights

Trademarks and service marks - words, slogans, symbols, logos or other devices
used to identify a particular source of goods or services - are important
business tools and valuable assets which require care in their use and
treatment. No employee may negotiate or enter into any agreement respecting the
Company's trademarks, service marks or logos without first consulting the Legal
Department. The Company also respects the trademark rights of others and any
proposed name of a new product, financial instrument or service intended to be
sold or rendered to customers must be submitted to the Legal Department for
clearance prior to its adoption and use. Similarly, using the trademark or
service mark of another company, even one with whom our Company has a business
relationship, always requires clearance or approval by our Legal Department, to
ensure that the use of that other Company's mark is proper.

Employees must avoid the unauthorized use of copyrighted materials of others and
should confer with the Legal Department if they have any questions regarding the
permissibility of photocopying, excerpting, electronically copying or otherwise
using copyrighted materials. In addition, simply because material is available
for copying, such as matter downloaded from the Internet, does not mean that it
is automatically permissible to copy or recirculate (by, for example, email or
posting to an intranet

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facility). All copies of work that is authorized to be made available for
ultimate distribution to the public, including all machine readable works such
as computer software, must bear the prescribed form of copyright notice.

The Company is legally entitled to all rights in ideas, inventions and works of
authorship relating to its business that are made by employees during the scope
of their employment with the Company or using the resources of the Company
("Employee Developments"). As a condition of employment, employees are required
to promptly disclose all Employee Ideas to their supervisor, and to execute the
necessary documentation to transfer all Employee Developments to our Company to
evidence their ownership, or to obtain legal protection for them.

5. COMPANY POLITICAL INVOLVEMENT

Employees are free to exercise the right to make political contributions within
legal limits, unless such a contribution is otherwise prohibited by other
policies of the Company. The Company will not reimburse any employee for
political contributions, and employees should not attempt to receive or
facilitate such reimbursements. Generally, no contribution may be made with the
expectation of favorable government treatment in return. In any event, all
contributions, by whomever made, are subject to a series of complex and
sometimes inconsistent sets of rules governing, among other things, the amount
of, and manner in which, contributions may be made. Any questions about
compliance should be directed to the Legal Department. In addition, any
political activity or contribution by an employee which might appear to
constitute an endorsement or contribution by the Company must be approved in
advance by the Legal Department.

B. Securities Laws

Employees may not trade in (or even recommend) Company stock based on inside
information. "Insider trading" is the purchase or sale of a publicly traded
security while in possession of important non-public information about the
issuer of the security. Such information includes, for example, non-public
information on Company earnings, significant gains or losses of business, or the
hiring, firing or resignation of a Director or Officer of the Company. Insider
trading, as well as "tipping", which is communicating

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such information to anyone who might use it to purchase or sell securities, are
prohibited by the securities laws. When in doubt, information obtained as an
employee of the Company should be presumed to be important and not public.

Officers and directors of the Company are also prohibited from trading in
Company stock during any period in which participants in the Company's
retirement plans could not engage in a similar type of transaction. Employees
who have questions pertaining to the sale or purchase of a security under
circumstances that might involve confidential information or securities laws
should consult with the Legal Department. The Legal Department may refer
individuals to their personal attorneys.

C. Antitrust Laws

The federal government, most state governments, the European Economic Community
and many foreign governments have enacted antitrust or "competition" laws. These
laws prohibit "restraints of trade", which is certain conduct involving
competitors, customers or suppliers in the marketplace. Their purpose is to
ensure that markets for goods and services operate competitively and
efficiently, so that customers enjoy the benefit of open competition among their
suppliers and sellers similarly benefit from competition among their purchasers.
In the United States and some other jurisdictions, violations of the antitrust
laws can lead to substantial civil liability - triple the actual economic
damages to a plaintiff. Moreover, violations of the antitrust laws are often
treated as criminal acts that can result in felony convictions of both
corporations and individuals.

Strict compliance with antitrust and competition laws around the world is
essential. These laws are very complex. Some types of conduct are always illegal
under the antitrust laws of the Untied States and many other countries.
Employees and other representatives of the Company must be alert to avoid even
the appearance of such conduct. These are:

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1. AGREEMENTS WITH COMPETITORS:

* to set prices or any other economic terms of the sale, purchase or license of
goods or services, to use a common method of setting prices, or to set any
conditions of sale or purchase;

* on any terms of a bid or whether or not to bid;

* to allocate or limit customers, geographic territories, products or
services, or not to solicit business from each other in one or more ways;

* not to do business with (to "boycott") one or more customers, suppliers,
licensors or licensees; and

* to limit production volume or research and development, to refrain from
certain types of selling or marketing of goods or services, or to limit or
standardize the features of products or services.

2. AGREEMENTS WITH CUSTOMERS OR LICENSEES ON THE MINIMUM RESALE PRICE OR PRICE
LEVELS (E.G., DISCOUNTS) OF THE COMPANY'S GOODS OR SERVICES.

Other activities are not absolutely illegal, but will be legal in some market
situations and illegal in others. Some of these types of conduct involve
agreements with third parties such as competitors, customers, suppliers,
licensees or licensors. Others involve unilateral actions that may result in
claims that the Company has monopolized or attempted to monopolize a market.
These types of conduct are described below:

* "Predatory" pricing, or pricing below some level of cost, with the effect of
driving at least some competition from the market;

* Exclusive dealing arrangements that require customers or licensees not to deal
in the goods or services of the Company's competitor;

* Reciprocal purchase agreements that condition the purchase of a product on the
seller's agreement to buy products from the other party;

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* "Tying" arrangements, in which a seller conditions its agreement to sell a
product or service that the buyer wants on the buyer's agreement to purchase a
second product that the buyer would prefer not to buy or to buy elsewhere on
better terms;

* "Bundling" or market share discounts in which the final price depends on the
customer's purchase of multiple products or on allocating a specified percentage
of its total purchases to the Company's products;

* "Price discrimination," or selling to different purchasers of the Company's
products at different prices or on other different economic terms of the
purchase, or offering different promotional allowances or services in connection
with the customer's resale of the products, without complying with the specific
exceptions permitted under the law; and

* Agreements with customers or licensees on the maximum resale price or price
levels of the Company's goods or services. This Code of Conduct is not intended
as a comprehensive review of the antitrust laws, and is not a substitute for
expert advice. If any employee has questions concerning a specific situation, he
or she should contact the Legal Department before taking action.

D. International Operations

Laws and customs vary throughout the world, but all employees must uphold the
integrity of the Company in other nations as diligently as they would do so in
the United States. When conducting business in other countries, it is imperative
that employees be sensitive to foreign legal requirements and United States laws
that apply to foreign operations, including the Foreign Corrupt Practices Act.
The Foreign Corrupt Practices Act generally makes it unlawful to give anything
of value to foreign government officials, foreign political parties, party
officials, or candidates for public office for the purposes of obtaining, or
retaining, business for the Company. Employees should contact the Legal
Department if they have any questions concerning a specific situation.

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E. Relationships with Public Officials

Some employees do business with federal, state or local government agencies. All
employees engaged in business with a governmental body or agency must know and
abide by the specific rules and regulations covering relations with public
agencies. Such employees must also conduct themselves in a manner that avoids
any dealings which might be perceived as attempts to influence public officials
in the performance of their official duties.

F. Bribery, Kickback and Fraud

No funds or assets of the Company shall be paid, loaned or otherwise disbursed
as bribes, "kickbacks", or other payments designed to influence or compromise
the conduct of the recipient; and no employee of the Company shall accept any
funds or other assets (including those provided as preferential treatment to the
employee for fulfilling their responsibilities), for assisting in obtaining
business or for securing special concessions from the Company.

Company employees should conduct their business affairs in such a manner that
the Company's reputation will not be impugned if the details of their dealings
should become a matter of public discussion.

Employees must not engage in any activity, which degrades the reputation or
integrity of the Company.

To illustrate the strict ethical standard the Company expects every employee to
maintain, the following conduct is expressly prohibited:

1. Payment or receipt of money, gifts, loans or other favors which may tend to
influence business decisions or compromise independent judgment;

2. Payment or receipt of rebates or "kickbacks" for obtaining business for or
from the Company;

3. Payment of bribes to government officials to obtain favorable rulings; and

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4. Any other activity that would similarly degrade the reputation or integrity
of the Company.

Any employee found to be receiving, accepting or condoning a bribe, kickback, or
other unlawful payment, or attempting to initiate such activities, will be
liable to termination and possible criminal proceedings against them. Any
employee found to be attempting fraud or engaging in fraud will be liable to
termination and possible criminal proceedings against them. All employees have a
responsibility to report any actual or attempted bribery, kickback or fraud to
the Company.

G. Sanctions and Trade Embargoes

The United States government uses economic sanctions and trade embargoes to
further various foreign policy and national security objectives. Employees must
abide by all economic sanctions or trade embargoes that the United States has
adopted, whether they apply to foreign countries, political organizations or
particular foreign individuals and entities. Inquires regarding whether a
transaction on behalf of the Company complies with applicable sanction and trade
embargo programs should be referred to the Legal Department.

H. Books and Records

All employees with supervisory duties should establish and implement appropriate
internal accounting controls over all areas of their responsibility to ensure
the safeguarding of the assets of the Company and the accuracy of its financial
records and reports. The Company has adopted controls in accordance with
internal needs and the requirements of applicable laws and regulations. These
established accounting practices and procedures must be followed to assure the
complete and accurate recording of all transactions. All staff, within their
areas of responsibility, are expected to adhere to these procedures, as directed
by appropriate Company officers.

Any accounting adjustments that materially depart from GAAP must be approved by
the audit committee and reported to the Company's independent auditors. In
addition, all material off-balance-sheet transactions, arrangements and
obligations, contingent or otherwise, and other relationships of the Company
with unconsolidated entities or other


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persons that may have material current or future effects on the financial
condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources or significant components of revenues or
expenses must be disclosed to the audit committee and the Company's independent
auditors.

No employee or non-employee director may interfere with or seek to improperly
influence, directly or indirectly, the auditing of the Company's financial
records. Violation of these provisions shall result in disciplinary action, up
to and including termination, and may also subject the violator to substantial
civil and criminal liability.

IF AN EMPLOYEE BECOMES AWARE OF ANY IMPROPER TRANSACTION OR ACCOUNTING PRACTICE
CONCERNING THE RESOURCES OF THE COMPANY, HE OR SHE SHOULD REPORT THE MATTER
IMMEDIATELY TO HIS OR HER SUPERVISOR OR TO A MEMBER OF THE AUDIT COMMITTEE.
EMPLOYEES MAY ALSO FILE A CONFIDENTIAL, ANONYMOUS COMPLAINT WITH THE LEGAL
DEPARTMENT IF THEY HAVE INFORMATION REGARDING QUESTIONABLE ACCOUNTING OR
AUDITING MATTERS. THERE WILL BE NO RETALIATION AGAINST EMPLOYEES WHO DISCLOSE
QUESTIONABLE ACCOUNTING OR AUDITING MATTERS.

I. Employment Policies

The Company is committed to fostering a work environment in which all
individuals are treated with respect and dignity. Each individual should be
permitted to work in a business-like atmosphere that promotes equal employment
opportunities and prohibits discriminatory practices, including harassment.
Therefore, the Company expects that all relationships among persons in the
workplace will be business-like and free of unlawful bias, prejudice and
harassment. It is the Company's policy to ensure equal employment opportunity
without discrimination or harassment on the basis of race, color, national
origin, religion, sex, age, disability, or any other status protected by law.
The Company's Non-Discrimination Policy and Anti-Harassment Policy is contained
in the employee handbook.

It is the Company's policy to comply with all applicable wage and hour laws and
other statutes regulating the employer-employee relationship and the workplace
environment. To the extent the Company deals with labor unions, it is illegal
under federal and state

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law for the Company or any of its employees or agents to pay to or receive
anything of value from any labor organization.

No Company employee may interfere with or retaliate against another employee who
seeks to invoke his or her rights under the laws governing labor and employee
relations. If any employee has any questions about the laws or Company policies
governing labor and employee relations matters, he or she should consult the
divisional intranet or employee handbook or contact the Human Resources
Department or the Legal Department.

The Company is committed to providing a safe workplace for all employees. In
addition, several laws and regulations impose responsibility on the Company to
safeguard against safety and health hazards. For that reason, and to protect the
safety of themselves and others, employees and other persons who are present at
Company facilities are required to follow carefully all safety instructions and
procedures that the Company adopts. Questions about possible health and safety
hazards at any Company facility should be directed immediately to the employee's
supervisor.

J. Computer, E-mail and Internet Policies

Every employee is responsible for using the Company's computer system,
including, without limitation, its electronic mail (E-mail) system and the
Internet (collectively, the "Computer System"), properly and in accordance with
Company policies. The Company's Computer System Policy is contained in the
employee handbook. Any questions about these policies should be addressed to the
employee's immediate supervisor or the Legal Department. Employees should be
aware of, among other matters, the following:

1. THE COMPUTER SYSTEM IS COMPANY PROPERTY

The computers that employees are provided or have access to for work and the E-
mail system are the property of the Company and have been provided for use in
conducting Company business. All communications and information transmitted by,
received from, created or stored in its Computer System (whether through word
processing programs, E-Mail, the Internet or otherwise) are Company records and
property of the Company.

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2. NO EXPECTATION OF PRIVACY

The Company has the right, but not the duty, for any reason and without the
permission of any employee, to monitor any and all of the aspects of its
Computer System, including, without limitation, reviewing documents created and
stored on its Computer System, deleting any matter stored in its system,
monitoring sites visited by employees on the Internet, monitoring chat and news
groups, reviewing material downloaded or uploaded by users from the Internet,
and reviewing E-Mail sent and received by users. Employees should not have an
expectation of privacy in anything they create, store, send or receive on the
Computer System.

3. PROFESSIONAL USE OF COMPUTER SYSTEM REQUIRED; OTHER POLICIES APPLY

Employees are reminded to be courteous to other users of the system and always
to conduct themselves in a professional manner. The Company's policies against
discrimination and harassment (sexual or otherwise) apply fully to the Company's
Computer System, and any violation of those policies is grounds for discipline
up to and including discharge.

4. OFFENSIVE AND INAPPROPRIATE MATERIAL; ILLEGAL ACTIVITIES

Company policies prohibit using the Company's Computer System to send or receive
messages or files that are illegal, sexually explicit, abusive, offensive or
profane.

5. SOLICITATIONS

The Company's Computer System may not be used to solicit for religious or
political causes, commercial enterprises, outside organizations, or other
activities not related to an employee's services to the Company.

6. COPYRIGHTS AND TRADEMARKS

The Company's Computer System may not be used to send (upload) or receive
(download) copyrighted materials, trade secrets, proprietary financial
information, or similar materials.

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K. Document Retention

The space available for the storage of Company documents, both on paper and
electronic, is limited and expensive. Therefore, periodic discarding of
documents is necessary. On the other hand, there are legal requirements that
certain records be retained for specific periods of time. Before disposing of
documents, employees should consult the Company Records Retention Policy.
Employees who are unsure about the need to keep particular documents should
consult with their supervisor, so that a judgment can be made as to the
likelihood that the documents will be needed.

Whenever it becomes apparent that documents of any type will be required in
connection with a lawsuit or government investigation, all possibly relevant
documents should be preserved, and ordinary disposal or alteration of documents
pertaining to the subjects of the litigation or investigation should be
immediately suspended. If an employee is uncertain whether documents under his
or her control should be preserved because they might relate to a lawsuit or
investigation, he or she should contact the Legal Department.

L. Former Government Employees

Many laws restrict the hiring as an employee or retaining as a consultant of a
government employee other than secretarial, clerical, or other low salary grade
employees. These restrictions also cover informal arrangements for prospective
employment under certain circumstances. Therefore, written clearance must be
obtained from the Legal Department before discussing proposed employment with
any current government employee and before hiring or retaining any former
government employee who left the government within the past two years.

III. COMPLIANCE WITH THE CODE OF CONDUCT

All employees have a responsibility to understand and follow the Code of
Conduct. In addition, all employees are expected to perform their work with
honesty and integrity in any areas not specifically addressed by the Code of
Conduct. A violation of this Code of Conduct may result in appropriate
disciplinary action including the possible termination from employment with the
Company, without additional warning.

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The Company strongly encourages dialogue among employees and their supervisors
to make everyone aware of situations that give rise to ethical questions and to
articulate acceptable ways of handling those situations. In addition, each
officer and supervisory employee of the Company has an obligation to annually
certify that he or she has read and reviewed this Code of Conduct with his or
her subordinates, and every employee must certify that he or she has read this
Code of Conduct and to the best of his or her knowledge is in compliance with
all its provisions.

The Code of Conduct reflects general principles to guide employees in making
ethical decisions and cannot and is not intended to address every specific
situation. As such, nothing in this Code of Conduct prohibits or restricts the
Company from taking any disciplinary action on any matters pertaining to
employee conduct, whether or not they are expressly discussed in this document.
The Code of Conduct is not intended to create any expressed or implied contract
with any employee or third party. In particular, nothing in this document
creates any employment contract between the Company and any of its employees.

The Board of Directors of our Company has the exclusive responsibility for the
final interpretation of the Code of Conduct. The Code of Conduct may be revised,
changed or amended at any time by the Board of Directors of our Company.

IV. REPORTING SUSPECTED NON-COMPLIANCE

A. General Policy:

As part of its commitment to ethical and legal conduct, the Company expects its
employees to bring to the attention of the Legal Department, or any of the
people he or she designates, information about suspected violations of this Code
of Conduct or of law by any Company employee or agent. Employees who have
information about suspected improper accounting or auditing matters should bring
it to the attention of their supervisors and/or a member of the audit committee,
or submit an anonymous complaint. Employees are required to come forward with
any such information, without regard to the identity or position of the
suspected offender. The Company will treat the information in a confidential
manner (consistent with appropriate evaluation and

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investigation) and will seek to ensure that no acts of retribution or
retaliation will be taken against anyone for making a report.

Because failure to report criminal activity can itself be understood to condone
the crime, we emphasize the importance of reporting. Failure to report knowledge
of wrongdoing may result in disciplinary action against those who fail to
report.

B. Complaint Procedure

Notification of Complaint - Information about known or suspected violations by
any employee or agent should be reported promptly. Whenever practical an
employee should do so in writing. Investigation - Reports of violations will be
investigated under the Legal Department's supervision, as he or she finds
appropriate. Employees are expected to cooperate in the investigation of
reported violations.

Confidentiality - The Legal Department will not, to the extent practical and
appropriate under the circumstances to protect the privacy of the persons
involved, disclose the identity of anyone who reports a suspected violation or
who participates in the investigation. Employees should be aware that the Legal
Department, and those assisting him or her are obligated to act in the best
interests of the Company, and do not act as personal representatives or lawyers
for employees.

Protection Against Retaliation - Retaliation in any form against an individual
who reports a violation of this Code of Conduct or of law, even if the report is
mistaken, or who assists in the investigation of a reported violation, is itself
a serious violation of this policy. Acts of retaliation should be reported
immediately and will be disciplined appropriately.

* * *

Please indicate that you have received, read and will abide by this statement of
policy by signing your name and dating the attached acknowledgment and returning
it promptly to your supervisor.

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ACKNOWLEDGMENT

I certify that I have received and read and that I will abide by the Company's
Code of Conduct distributed to me on _________ ____, 2002.


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(signature)


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(print your name)


Date: ___________________________