**CODE
      OF ETHICS AND BUSINESS CONDUCT**


**FOR
      OFFICERS, DIRECTORS AND EMPLOYEES OF**


**CHINA
      CLEAN ENERGY INC.**




**1.** **INTRODUCTION**




The
      purpose of this Code of Ethics and Business Conduct (this “ Code ”)
      is to
      describe standards of ethical conduct expected of directors, officers and
      employees (the “ Covered
      Persons ”)
      of
      China Clean Energy Inc. (“ CCE ”)
      and
      its subsidiaries (collectively with CCE, the “ Company ”).
      All
      Covered Persons will be required to attest annually to their awareness and
      acceptance of the provisions of the Code and to affirm their compliance with
      such provisions.




The
      Company has formulated this Code to help to ensure that Covered Persons act
      in
      accordance with applicable laws and observe the highest ethical standards in
      their business dealings, and believes it is fundamental to the reputation and
      continuing success of the Company that Covered Persons adhere to the rules
      and
      procedures set forth in this Code.




While
      this Code is intended to provide guidelines for ethical and professional
      conduct, ultimately, Covered Persons must exercise good judgment and common
      sense in interpreting and applying these procedures in any given situation.
      In
      cases of doubt, Covered Persons should consult with the Chief Executive Officer
      or the Chairman of the Audit Committee.




**2.** **TREAT
      IN AN ETHICAL MANNER THOSE TO WHOM THE COMPANY HAS AN
      OBLIGATION**




The
      Company and all Covered Persons are committed to honesty, just management,
      fairness, providing a safe and healthy environment free from the fear of
      retribution, and respecting the dignity due everyone. For the communities in
      which we live and work we are committed to act as concerned and responsible
      neighbors, reflecting all aspects of good citizenship. For our stockholders
      we
      are committed to pursuing sound growth and earnings objectives and to exercising
      prudence in the use of our assets and resources. For our suppliers and partners
      we are committed to fair competition and the sense of responsibility required
      of
      a good customer and teammate.




**3.** **PROMOTE
      A POSITIVE WORK ENVIRONMENT**




The
      Company is committed to the recruitment, training, development and retention
      of
      competent staff. All employment decisions, including selection for employment,
      promotion and transfer, must be made solely on merit, experience and other
      work-related criteria.




All
      employees want and deserve a workplace where they feel respected, satisfied,
      and
      appreciated. We respect cultural diversity and will not tolerate harassment
      or
      discrimination of any kind — especially involving race, color, religion, gender,
      age, national origin, disability, and veteran or marital status.







Providing
      an environment that supports honesty, integrity, respect, trust, responsibility,
      and citizenship permits us the opportunity to achieve excellence in our
      workplace. While everyone who works for the Company must contribute to the
      creation and maintenance of such an environment, our executives and management
      personnel assume special responsibility for fostering a work environment that
      is
      free from the fear of retribution and will bring out the best in all of us.
      Supervisors must be careful in words and conduct to avoid placing, or seeming
      to
      place, pressure on subordinates that could cause them to deviate from acceptable
      ethical behavior.




**4.** **PROTECT
      YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN**




We
      are
      committed to providing a drug-free, safe and healthy work environment, and
      to
      observing sound business practices. Covered Persons are expected to report
      to
      work free from the influence of drugs and alcohol. We will strive, at a minimum,
      to do no harm and where possible, to make the communities in which we work
      a
      better place to live. Each of us is responsible for compliance with
      environmental, health and safety laws and regulations.




**5.** **KEEP
      ACCURATE AND COMPLETE RECORDS**




We
      must
      maintain accurate and complete Company records. The Company applies the highest
      ethical standards in its financial and non-financial reporting and follows
      the
      rules and regulations of the Securities and Exchange Commission’s and other
      applicable rules regarding financial reporting.




Covered
      Persons may not manipulate financial accounts, records or reports or take any
      action or cause any person to take any action to influence, coerce, manipulate
      or mislead auditors for the purpose of rendering financial statements
      misleading.




All
      transactions must be approved and executed in accordance with internal control
      procedures established by the Company and must be recorded in such a manner
      as
      to permit the preparation of accurate financial statements for the
      Company.




Covered
      Persons may not knowingly alter, destroy, mutilate, conceal, cover up, falsify
      or make a false entry in any record, document or tangible object with the intent
      either to impair the object’s integrity or availability for use in an official
      proceeding or to obstruct, impede, direct or influence the investigation or
      proper administration of any matter within the jurisdiction of any department
      or
      agency of the United States or any bankruptcy case, or in relation to or
      contemplation of any such matter or case.




Covered
      Persons who prepare, maintain or have custody of the Company’s records and
      reports should endeavor to ensure that these documents are: (i) accurate and
      complete and clearly reflect the assets and transactions of the Company; (ii)
      safeguarded from loss or destruction; (iii) retained for specified periods
      of
      time in accordance with the Company’s document retention policy; and (iv)
      maintained in confidence.




2


Covered
      Persons involved in the Company’s disclosure process, including the Chief
      Executive Officer and all senior financial officers, including the Chief
      Financial Officer and Principal Accounting Officer, are required to be familiar
      with and comply with the Company’s internal reporting practices. This includes
      the Company’s disclosure controls and procedures and internal controls over
      financial reporting, to the extent relevant to his or her area of responsibility
      so that the Company’s public reports with the SEC comply in all material
      respects with the applicable federal securities laws and SEC rules. In addition,
      such persons with supervisory authority regarding SEC filings should, to the
      extent appropriate within his or her area of responsibility, consult with other
      Company officers and employees and take other appropriate steps regarding these
      disclosures with the goal of making full, fair, accurate, timely and
      understandable disclosure.




Each
      Covered Person who is involved in the Company’s disclosure process must:




·
            Familiarize
                himself or herself with the disclosure requirements applicable to
                the
                Company as well as the business and financial operations of the Company;




·
            Not
                knowingly misrepresent, or cause others to misrepresent, facts about
                the
                Company to others, whether within or outside the Company, including
                to the
                Company’s independent auditors, governmental regulators and
                self-regulatory organizations; and




·
            Properly
                review and critically analyze proposed disclosure for accuracy and
                completeness (or, where appropriate, delegate this task to
                others).




**6.** **OBEY
      THE LAW**




We
      will
      conduct our business in accordance with all applicable laws, rules and
      regulations of the countries, states and cities where we do business. Ignorance
      of the applicable laws, rules or regulations will not serve as a defense should
      such laws, rules or regulations be contravened. Compliance with the law does
      not
      comprise our entire ethical responsibility. Rather, it is a minimum, absolutely
      essential condition for performance of our duties. In conducting business,
      we
      shall:




**A.** **STRICTLY
      ADHERE TO ALL ANTITRUST LAWS**




Officer,
      directors and employees must strictly adhere to all antitrust laws. These laws
      prohibit practices in restraint of trade such as price fixing and boycotting
      suppliers or customers. They also bar pricing intended to run a competitor
      out
      of business; disparaging, misrepresenting, or harassing a competitor; stealing
      trade secrets; bribery; and kickbacks.






3




**B.** **STRICTLY
      COMPLY WITH ALL SECURITIES LAWS**




In
      our
      role as a publicly owned company, we must always be alert to and comply with
      the
      securities laws and regulations of the United States and other countries.




**I.** **DO
      NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING**




Federal
      law and Company policy prohibits Covered Persons, directly or indirectly through
      their families or others, from purchasing or selling Company stock while in
      the
      possession of material, non-public information concerning the Company. This
      same
      prohibition applies to trading in the stock of other publicly held companies
      on
      the basis of material, non-public information. To avoid even the appearance
      of
      impropriety, Company policy also prohibits Covered Persons from trading options
      on the open market in Company stock under any circumstances.




Material,
      non-public information is any information that could reasonably be expected
      to
      affect the price of a stock. If a Covered Person is considering buying or
      selling a stock because of inside information they possess, they should assume
      that such information is material. It is also important for the Covered Person
      to keep in mind that if any trade they make becomes the subject of an
      investigation by the government, the trade will be viewed after-the-fact with
      the benefit of hindsight. Consequently, Covered Persons should always carefully
      consider how their trades would look from this perspective.




Two
      simple rules can help protect you in this area: (1) Do not use non-public
      information for personal gain. (2) Do not pass along such information to someone
      else who has no need to know.




This
      guidance also applies to the securities of other companies for which you receive
      information in the course of your employment at the Company.




**II.** **BE
      TIMELY AND ACCURATE IN ALL PUBLIC REPORTS**




As
      a
      public company, the Company must be fair and accurate in all reports filed
      with
      the Securities and Exchange Commission. Officers, directors and management
      of
      the Company are responsible for ensuring that all reports are filed in a timely
      manner and that they fairly present the financial condition and operating
      results of the Company.




Securities
      laws are vigorously enforced. Violations may result in severe penalties
      including forced sales of parts of the business and significant fines against
      the Company. There may also be sanctions against Covered Persons including
      substantial fines and prison sentences.




The
      Chief
      Executive Officer and Chief Financial Officer will certify to the accuracy
      of
      reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002.
      Officers and directors who knowingly or willingly make false certifications
      may
      be subject to criminal penalties or sanctions including fines and imprisonment.






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**7.** **AVOID
      CONFLICTS OF INTEREST**




Covered
      Persons have an obligation to give their complete loyalty to the best interests
      of the Company. They should avoid any action that may involve, or may appear
      to
      involve, a conflict of interest with the Company. A “conflict of interest”
exists when a person’s private interest interferes in any way with the interests
      of the Company. Covered Persons should not have any financial or other business
      relationships with suppliers, customers or competitors that might impair, or
      even appear to impair, the independence of any judgment they may need to make
      on
      behalf of the Company.




HERE
      ARE
      SOME WAYS A CONFLICT OF INTEREST COULD ARISE:




·
            Employment
                by a competitor, or potential competitor, regardless of the nature
                of the
                employment, while employed by the Company.




·
            Acceptance
                of gifts, payment, or services from those seeking to do business
                with the
                Company.




·
            Placement
                of business with a firm owned or controlled by a Covered Person or
                his/her
                family.




·
            Ownership
                of, or substantial interest in, a company that is a competitor, client
                or
                supplier.




·
            Acting
                as a consultant to a customer, client or supplier.




·
            Seeking
                the services or advice of an accountant or attorney who has provided
                services to the Company.




Covered
      Persons must report in writing to an appropriate person in the Company (i.e.,
      Chief Executive Officer or Chairman of the Audit Committee) the existence or
      discovery of any circumstances, relating to such Covered Person or other Covered
      Persons, which constitute a conflict of interest or could create a potential
      conflict of interest, including any financial or other business relationships,
      transactions, arrangements or other interests or activities with the Company’s
      suppliers, customers, competitors or other persons that could create a potential
      conflict of interest.




If
      a
      potential conflict of interest would constitute a “related party transaction”
that would be required to be disclosed pursuant to the securities laws, the
      terms of the proposed transaction must be reported in writing to the Company’s
      Chief Executive Officer or Chairman of the Audit Committee who will refer,
      if
      necessary, the matter to the Board of Directors for approval. Generally, a
      related party transaction is a transaction that exceeds $120,000 in amount
      between the Company, on the one hand, and a director or executive officer or
      entities related to a director or executive officer, on the other hand. If
      a
      Covered Person has any questions as to whether a proposed transaction is a
      “related party transaction,” the Covered Person should contact the Chief
      Executive Officer or Chairman of the Audit Committee for
      clarification.






5




**8.** **CERTAIN
      INTERESTS**




Each
      Covered Person must report in writing to the Company’s Chief Executive Officer
      any service as an officer, director, member, manager, partner or trustee of
      or
      any investment in a company that is a customer, supplier, contractor, competitor
      or any person or organization having dealings with the Company where the
      Company’s relationship with such organization is significant. For the purposes
      of this Code, the term “investment” means any investment beneficially owned by
      the Covered Person, his or her family member, nominee, or other person through
      which the Covered Person derives an economic benefit; provided, however, the
      term “investment” shall not mean any beneficial ownership of up to five percent
      (5%) of the outstanding securities of a publicly-held company that is a
      customer, supplier, contractor, or competitor of the Company.




**9.** **CORPORATE
      OPPORTUNITY**




Covered
      Persons should not (i) take for themselves personally opportunities that are
      discovered through the use of Company property, information or position; (ii)
      use Company property, information, or position for personal gain; or (iii)
      directly compete with the Company. Covered Persons owe a duty to the Company
      to
      advance its legitimate interests when the opportunity to do so
      arises.




**10.** **ACTING
      AS A SUPPLIER**




A
      Covered
      Person may not enter into an agreement with the Company as a supplier of
      products and services to the Company unless he or she receives a prior written
      approval in accordance with this Code. This policy extends to any prospective
      supplier that is controlled or actively influenced by a Covered Person.
      Selection of a supplier, including a Covered Person, must be made in accordance
      with the Company’s procedures and policies.




**11.** **OUTSIDE
      ACTIVITIES**




Officers
      and employees should avoid outside employment or activities that impair
      effective performance of their obligations to the Company, either because of
      excessive demands on their time or because the outside commitments constitute
      a
      drain away from the Company of their talents and creative energies.




Of
      course, reasonable participation in the activities of a trade association,
      professional society or charitable institution on an uncompensated basis will
      not be deemed to violate the Conflicts of Interest provisions of this
      Code.




**12.** **COMPETE
      ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES**




The
      Company seeks to outperform its competitors fairly and honestly. Collecting
      information on the Company’s competitors from legitimate sources to evaluate the
      relative merit of their products, services, and marketing methods is proper
      and
      often necessary. However, there are limits to the ways information should be
      acquired. Practices such as industrial espionage and stealing are obviously
      wrong. But so is seeking confidential information from a new employee who
      recently worked for a competitor, or misrepresenting your identity in the hopes
      of getting confidential information from a competitor. Any form of questionable
      intelligence gathering is strictly against this Code.




6


Covered
      Persons should endeavor to respect the rights of and deal fairly with the
      Company's customers, suppliers and competitors. No Covered person should take
      unfair advantage of anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts or any other
      intentional unfair-dealing practice.




**13.** **AVOID
      ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS**




The
      purpose of business entertainment and gifts in a commercial setting is to create
      good will and sound working relationships, not to gain unfair advantage with
      customers. The sale and marketing of our products and services should always
      be
      free from even the perception that favorable treatment was sought, received,
      or
      given in exchange for the furnishing or receipt of business courtesies. Covered
      Persons will neither give nor accept business courtesies that constitute, or
      could be reasonably perceived as constituting, unfair business inducements
      or
      that would violate law, regulation or policies of the Company, or could cause
      embarrassment to or reflect negatively on the Company’s reputation. No gift or
      entertainment should ever be offered, given, provided or accepted by any Covered
      Person, his or her family members or agents unless it: (1) is not a cash gift,
      (2) is consistent with customary business practices, (3) is not excessive in
      value, (4) cannot be construed as a bribe or payoff and (5) does not violate
      any
      laws or regulations. Covered Persons may accept small gifts or favors that
      would
      be considered common business courtesies, however, no Covered Person should
      accept a gift or favor that might be intended to influence, or appears to
      influence, a business decision. Covered Persons must report to his or her
      supervisor the receipt of any gifts or favors.




In
      general, Covered Persons should not solicit entertainment, but are allowed
      to
      accept entertainment if the following criteria are met:




(a)
            it
                occurs infrequently;




(b)
            it
                arises in the normal course of business and would be considered a
                common
                business courtesy;




(c)
            it
                involves reasonable expenditures;
                and




(d)
            it
                takes place in settings that are appropriate and fitting.




A
      Covered
      Person shall not accept travel, vacation arrangements or similar favors or
      gratuities. Attending sports or theatrical events with and as a guest of a
      supplier or receiving sports or theatre tickets for personal use is acceptable
      and considered a normal business practice if kept within reasonable limits.




7


What
      is
      acceptable practice in the commercial business environment may be against the
      law or the policies of federal, state or local governments. Therefore, no gifts
      or business entertainment of any kind may be given to any government employee
      except for items of nominal value (i.e., pens, coffee mugs, etc.).




In
      addition, the Foreign Corrupt Practices Act (FCPA) prohibits the Company or
      anyone acting on its behalf from making a payment or giving a gift to a non-U.S.
      government official for purposes of obtaining or retaining business. The FCPA
      applies to the Company everywhere in the world where we do business and even
      applies to you if you are not a U.S. citizen.




**14.** **MAINTAIN
      THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES**




Business
      integrity is a key standard for the selection and retention of those who
      represent the Company. Agents, representatives and consultants must certify
      their willingness to comply with the Company’s policies and procedures and must
      never be retained to circumvent our values and principles. Paying bribes or
      kickbacks, engaging in industrial espionage, obtaining the proprietary data
      of a
      third party without authority, or gaining inside information or influence are
      just a few examples of what could give us an unfair competitive advantage and
      could result in violations of law.




**15.** **PROTECT
      PROPRIETARY INFORMATION**




The
      Company’s policy is that all information developed or shared as the result of
      business processes is proprietary to the Company and an important asset in
      the
      operation of the Company’s business, and the unauthorized use or disclosure of
      this information is prohibited. Keep proprietary documents protected and secure.
      In the course of normal business activities, suppliers, customers and
      competitors may sometimes divulge to you information that is proprietary to
      their business. Respect these confidences.




All
      information about the Company, its business, stockholders, customers and
      suppliers should be considered confidential unless the information is already
      known to the public. This includes, but is not limited to, confidential
      technology, proprietary information, trade secrets, business plans, documents,
      pricing and records. Covered Persons should not, without prior written
      authorization from the appropriate authority, acquire, use, access, copy,
      remove, modify, alter or disclose to any third parties, any confidential
      information for any purpose other than to perform their job responsibilities
      or
      in furtherance of expressly stated Company-sponsored activities.




Similarly,
      all Covered Persons must respect the confidentiality of their former employer’s
      trade secrets. As a result, Covered Persons should not divulge such information
      to any Company’s personnel or use the information while associated with the
      Company, unless explicit written permission by the former employer has been
      obtained.




Confidential
      information or materials in the possession of a Covered Person must be returned
      to the Company upon termination of employment or association with the Company.
      Since the Company views the protection of its confidential information as highly
      critical to its business, unauthorized disclosure of such information by the
      Covered Persons will result in disciplinary action that may include termination
      of employment or prosecution under applicable law.






8




**16.** **OBTAIN
      AND USE COMPANY ASSETS WISELY**




Personal
      use of Company property must always be in accordance with corporate policy.
      Proper use of Company property, information resources, material, facilities
      and
      equipment is your responsibility. Use and maintain these assets with the utmost
      care and respect, guarding against waste and abuse, and never borrow or remove
      Company property without management’s permission. Any assets of the Company in
      the possession of a Covered Person must be returned to the Company upon the
      termination of such Covered Person’s employment or association with the
      Company.




Any
      discovery, improvement, or invention made or conceived by an officer or
      employee, either solely or jointly with others, during the time he or she is
      employed by the Company which pertains or relates to the products or business
      in
      which the Company is engaged shall be the exclusive property of the Company
      whether or not patentable or copyrightable.




**17.** **FOLLOW
      THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
      ACTIVITIES**




The
      Company encourages its employees to become involved in civic affairs and to
      participate in the political process. Employees must understand, however, that
      their involvement and participation must be on an individual basis, on their
      own
      time and at their own expense. Contacts with governmental officials, whether
      direct or indirect, shall at all times be maintained as proper business
      relationships. Federal law prohibits corporations from donating corporate funds,
      goods, or services, directly or indirectly, to candidates for federal offices
—
this includes employees’ work time. Local and state laws also govern political
      contributions and activities as they apply to their respective
      jurisdictions.




**18.** **ENFORCEMENT
      POWER**




The
      Audit
      Committee and the Chief Executive Officer are empowered to enforce this Code
      of
      Ethics.




**19.** **REPORTING
      AND COMPLIANCE WITH THE CODE’S STANDARDS**




**A.** **REPORTING
      OF VIOLATIONS**




Any
      Covered Person having knowledge of any actions prohibited by this Code must
      report such activity immediately to the Chief
      Executive Officer or the Chairman
      of the Audit Committee. Prohibited actions involving directors or executive
      officers should be reported to the Chief Executive Officer or the Chairman
      of
      the Audit Committee. Suspected violations or good faith concerns regarding
      accounting, internal accounting controls or auditing matters should be reported
      directly to the Chief Executive Officer or the Audit Committee. Covered Persons
      are expected to cooperate in internal investigations of misconduct.






9




**B.** **PROHIBITION
      AGAINST RETALIATION**




It
      is the
      Company’s policy not to allow retaliation against any Covered Person for reports
      of misconduct or suspected violation of this Code by another person made in
      good
      faith, for providing to a law enforcement officer any truthful information
      relating to the commission or possible commission of any offense, or for proving
      information on actions such Covered Person reasonably believes to be violations
      of securities laws, rules of the Securities and Exchange Commission, or other
      laws.




**C.** **ENFORCEMENT**




The
      Company must ensure prompt and consistent action against violations of this
      Code
      and reporting of violators to the appropriate authorities. All management
      personnel of the Company shall be responsible for the enforcement of this Code.
      The management shall periodically review the rules and procedures contained
      herein with the Covered Persons to ensure that the Covered Persons understand
      and comply with this Code.




In
      some
      situations it is difficult to determine if a violation occurred. In order to
      afford a fair process by which to determine violations of the Code, the Covered
      Persons should keep the following in mind:




(a)
            make
                sure that the reporting person has all the facts available to him
                or
                her;




(b)
            use
                judgment and common sense in determining whether an act seems unethical
                or
                improper;




(c)
            discuss
                the situation with the supervisor or manager;
                and




(d)
            if
                one is unsure of what to do in any situation, he or she should ask
                for a
                guidance before acting.




**D.** **WAIVERS**




Any
      waiver of this Code for any director, executive officer or senior financial
      officer of the Company may be granted only upon approval by the Board of
      Directors and must be disclosed according to the applicable securities laws
      and
      the rules of any national securities exchange on which the Company’s shares are
      listed. A waiver of this Code for other officers or employees may be granted
      only by the Chief Executive Officer of the Company in writing. For purpose
      of
      this Code, a “senior financial officer” means the Company’s principal financial
      officer, principal accounting officer, controller, and other persons performing
      similar functions.




**E.** **INTERPRETATION**




All
      questions regarding the interpretation, scope, and application of the policies
      set forth in this Code should be referred to the Chief Executive Officer or
      the
      Chairman of the Audit Committee.






10




**F.** **ACKNOWLEDGMENT**




Each
      Covered Person will be required to sign an acknowledgment annually certifying
      that he or she has read, understands and agrees to abide by the policies set
      forth in this Code.




**G.** **DISCIPLINARY
      MEASURES**




The
      Company shall consistently enforce the Code through appropriate means of
      discipline. Violations of the Code shall be promptly reported to the Chief
      Executive Officer or the Chairman of the Audit Committee. Prohibited actions
      involving directors or executive officers should be reported to the Chief
      Executive Officer or the Chairman of the Audit Committee. Pursuant to procedures
      adopted by it, the Chief Executive Officer or the Audit Committee shall
      determine whether violations of the Code have occurred and, if so, shall
      determine the disciplinary measures to be taken against any employee or agent
      of
      the Company who has so violated the Code.




The
      disciplinary measures, which may be invoked at the discretion of the Chief
      Executive Officer or the Audit Committee, include, but are not limited to,
      counseling, oral or written reprimands, warnings, probation or suspension
      without pay, demotions, reductions in salary, termination of employment and
      restitution.




Persons
      subject to disciplinary measures shall include, in addition to the violator,
      others involved in the wrongdoing such as (i) persons who fail to use reasonable
      care to detect a violation, (ii) persons who if requested to divulge information
      withhold material information regarding a violation, and (iii) supervisors
      who
      approve or condone the violations or attempt to retaliate against employees
      or
      agents for reporting violations or violators.







11


**CODE
      OF ETHICS AND BUSINESS CONDUCT**


**ACKNOWLEDGMENT**




By
      signing below, I acknowledge and certify that I have received, read, and
      understand China Clean Energy Inc.’s Code of Ethics and Business Conduct (the
“Code”).




I
      acknowledge that my employment relationship with the Company is terminable
      at
      will, by the Company or me, at any time, for any reason, with or without
      cause.




I
      agree
      (i) to comply with the Code and conduct the business of the Company in keeping
      with the highest ethical standards and (ii) to comply with federal, state and
      local laws applicable to the Company’s businesses. I understand that failure to
      comply with the Code will lead to disciplinary action by the Company, which
      may
      include termination of my employment and/or the reduction of compensation or
      demotion.






(Please
      Print)






NameBusiness
                  Unit/LocationPosition
                TitleSignatureDate








**Please
      sign and return entire document to the Corporate Secretary and keep a copy
      hereof for your own files.**