Exhibit 14
                       CODE OF ETHICS AND BUSINESS CONDUCT


1.       Purpose.
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         The Board of Directors (the "Board") of the Company has adopted the
following Code of Business Conduct and Ethics (the "Code") for directors and
officers of the Company. This Code is intended to focus the Board and each
director and officer on areas of ethical risk, provide guidance to directors and
officers to help them recognize and deal with ethical issues, provide mechanisms
to report unethical conduct, and help foster a culture of honesty and
accountability. Each director and officer must comply with the letter and spirit
of this Code.

         No code or policy can anticipate every situation that may arise.
Accordingly, this Code is intended to serve as a source of guiding principles
for directors and officers. Directors and officers are encouraged to bring
questions about particular circumstances that may involve one or more of the
provisions of this Code to the attention of the Chair of the Ethics Committee
(the "Committee"), who may consult with inside or outside legal counsel as
appropriate.

2.       Introduction.
         ------------

         Each director and officer is expected to adhere to a high standard of
ethical conduct. The good name of any corporation depends on the way it conducts
its business and the way the public perceives that conduct. Unethical actions,
or the appearance of unethical actions, are not acceptable. Directors and
officers are expected to be guided by the following principles in carrying out
their responsibilities:

         o        Loyalty. No director or officer should be, or appear to be,
                  subject to influences, interests or relationships that
                  conflict with the best interests of the Company.

         o        Compliance with Applicable Laws. The Company, its directors,
                  officers, and its employees are expected to comply with laws
                  and regulations applicable to the Company's activities.

         o        Observance of Ethical Standards. In the conduct of their
                  duties, each director and officer must adhere to high ethical
                  standards. These include honesty and fairness.















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3.       Conflict of Interest.
         --------------------

         Directors and officers must avoid any conflicts of interest between the
director or officer, as the case may be, and the Company. Any situation that
involves, or may involve, a conflict of interest with the Company, should be
disclosed promptly to the Chair of the Committee, who may consult with inside or
outside legal counsel as appropriate.

         A "conflict of interest" can occur when a director's or officer's
personal interest is adverse to - or may appear to be adverse to - the interests
of the Company as a whole. Conflicts of interest also arise when a director, an
officer, or a member of his or her immediate family, receives improper personal
benefits as a result of his or her position as a director or officer of the
Company. New York Stock Exchange Rule 303A(2)(b) defines "immediate family" to
include a person's spouse, parents, children, siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and
anyone (other than employees) who share such person's home.

         This Code does not attempt to describe all possible conflicts of
interest which could develop. Some of the more common conflicts from which
directors must refrain, however, are set out below.

         o        Improper conduct and activities. Directors and officers may
                  not engage in any conduct or activities that are inconsistent
                  with the Company's best interests or that disrupt or impair
                  the Company's relationship with any person or entity with
                  which the Company has or proposes to enter into a business or
                  contractual relationship.

         o        Compensation from non-Company sources. Directors and officers
                  may not accept compensation (in any form) for services
                  performed for the Company from any source other than the
                  Company.

         o        Gifts. Directors, officers, and members of their immediate
                  families may not accept gifts from persons or entities where
                  any such gift is being made in order to influence the
                  director's or officer's actions, or where acceptance of the
                  gifts could create the appearance of a conflict of interest.

         o        Personal use of Company assets. Directors and officers may not
                  use Company assets, labor or information for personal use
                  unless approved by the Chair of the Committee or as part of a
                  compensation or expense reimbursement program available to
                  directors and officers.

4.       Corporate Opportunities.
         -----------------------

         Directors and officers are prohibited from: (a) taking for themselves
personally opportunities related to the Company's business; (b) using the
Company's property, information, or position for personal gain; or (c) competing
with the Company for business opportunities, provided, however, if the Company's

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disinterested directors determine that the Company will not pursue an
opportunity that relates to the Company's business, after disclosure of all
material facts by the director seeking to pursue the opportunity, the director
may do so.

5.       Confidentiality.
         ---------------

         Directors and officers should maintain the confidentiality of
information entrusted to them by the Company and any other confidential
information about the Company, its business, customers or suppliers that comes
to them, from whatever source, in their capacity as a director or officer, as
the case may be, except when disclosure is authorized or legally mandated. For
purposes of this Code, "confidential information" includes all non-public
information relating to the Company, its business, customers or suppliers.

6.       Compliance with Laws, Rules and Regulations; Fair Dealing.
         ---------------------------------------------------------

         Directors and officers shall comply, and oversee policies designed to
promote compliance by employees, officers and other directors, with laws, rules
and regulations applicable to the Company, including insider trading laws.

         Directors and officers shall oversee policies designed to promote
ethical dealing by employees and officers with the Company's customers,
suppliers, competitors and employees.

7.       Encouraging the Reporting of Illegal or Unethical Behavior.
         ----------------------------------------------------------

         Directors and officers should promote ethical behavior and encourage an
environment in which the Company: (a) encourages employees to talk to
supervisors, managers and other appropriate personnel when in doubt about the
best course of action in a particular situation; (b) encourages employees to
report violations of laws, rules, or regulations to appropriate personnel; and
(c) informs employees that the Company will not allow retaliation for reports
made in good faith.

8.       Conclusion.
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         Directors and officers should communicate any suspected violations of
this Code promptly to the Chair of the Committee. Violations will be
investigated by the Board or by a person or persons designated by the Board and
appropriate action will be taken in the event of any violations of the Code.





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