EXHIBIT 14.1



                                VITAL PRODUCTS, INC.
                       CORPORATE CODE OF CONDUCT AND ETHICS

FOREWORD

      This Corporate Code of Conduct and Ethics, referred to as the "Code," is
intended to provide our associates, as defined below, with an understanding of
the principles of business conduct and ethics that are expected of them. The
standards set forth in the Code apply to us all. Every associate of Vital
Products, Inc. is expected to comply with the Code as a condition of his or
her relationship with the company. The term "associate" means every full and
part-time employee of the company and its subsidiaries, all members of the
company's senior management, including the company's Chief Executive Officer,
and every member of the company's Board of Directors, even if such member is
not employed by the company. The Code does not replace the company's existing
Employee Handbook. The Code, the Handbook and the other company policies
referenced herein set forth our mutual expectations regarding ethical
standards and company procedures. The company has made the Code publicly
available on its web site.

      If any breach of the Code is known to you, you should report violations
to the Corporate Compliance Officer (who is Bram Lecker), as described in more
detail below. Reports may be made anonymously and we have adopted a specific
non-retaliation policy described herein to protect associates who make reports
of potential violations.

      While it is impossible for this Code to describe every situation that
may arise, the standards explained in this Code are guidelines that should
govern our conduct. If you have questions regarding the matters that are
addressed in the Code, you are urged to consult with the Corporate Compliance
Officer, or another member of management.

      The provisions of the Code regarding the actions the company will take
are guidelines which the company intends to follow. There may be circumstances,
however, that in the company's judgment require different measures or actions
and in such cases it may act accordingly while still attempting to fulfill
the principles underlying this Code.

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Table of Contents

                                                                          Page

 I.     IMPLEMENTATION OF THE CODE...........................................1
 II.    GENERAL REQUIREMENTS.................................................1
 III.   CONFLICTS OF INTEREST................................................1
 IV.    PROTECTION AND PROPER USE OF COMPANY ASSETS..........................3
   A.          Proper Use of Company Property................................3
   B.          Confidential Information......................................3
   C.          Accurate Records and Reporting................................4
   D.          Document Retention............................................4
   E.          Corporate Advances............................................5
 V.     FAIR DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND ASSOCIATES..5
   A.          Improper Influence............................................5
   B.          Unfair Competition............................................6
   C.          Unfair Practices in International Business....................6
 VI.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS..........................6
   A.          Insider Trading Policy........................................6
   B.          Regulation FD.................................................7
   C.          Equal Employment Opportunity..................................7
   D.          Sexual and Other Unlawful Harassment Policy...................7
   E.          Health, Safety & Environment Laws.............................8
 VII.   REPORTING CONCERNS UNDER THE CODE: NON-RETALIATION POLICY............8
 VIII.  QUESTIONS UNDER THE CODE AND WAIVER PROCEDURES.......................9
 IX.    FREQUENTLY ASKED QUESTIONS AND ANSWERS..............................10


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I. IMPLEMENTATION OF THE CODE

   The following questions and answers address the company's implementation of
   the Code. The company has attempted to design procedures that ensure
   maximum confidentiality, anonymity, and, most importantly, freedom from the
   fear of retaliation for complying with and reporting violations under the
   Code.

Q: Who is responsible for administering, updating and enforcing the Code?

A: The company's Board of Directors has appointed a Corporate Compliance
   Officer to administer, update and enforce the Code. Ultimately, the Board
   of Directors of the company must ensure that the Corporate Compliance
   Officer fulfill his responsibilities. The Corporate Compliance Officer
   has overall responsibility for overseeing the implementation of the Code.

Q: How can I contact the Corporate Compliance Officer?

A: The name and phone number of the Corporate Compliance Officer is listed
   below. This individual can assist you in answering questions or reporting
   violations or suspected violations under the Code.

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Bram Lecker (905) 482-0200
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II. GENERAL REQUIREMENTS

      Each associate of the company is expected to be honest in all business
      dealings and obligations, and to try to ensure:

      o     the ethical handling of conflicts of interest between personal and
            professional relationships;

      o     accurate, timely and understandable disclosure in the reports
            required to be filed by the company with the Securities and
            Exchange Commission and in other public communications made by the
            company; and

      o     compliance with applicable governmental laws, rules and regulations.

III. CONFLICTS OF INTEREST

      Associates should be cautious in any situation that may involve, or even
      appear to involve, a conflict between their personal interests and the
      interests of the company. An actual or potential conflict of interest
      arises when an associate is in a position to influence a decision that
      may result in personal gain for that associate or for a relative of
      that associate as a result of the company's business dealings. For the
      purposes of this policy, a relative is any person who is related by
      blood or marriage, or whose relationship with the associate is similar
      to that of persons who are related by blood or marriage. In dealings
      with current or potential customers, suppliers, contractors, and
      competitors, each associate should act in the best interests of the
      company to the exclusion of personal advantage. In addition, business
      dealings with outside firms should not result in unusual gains for those
      firms, such as bribes, product bonuses, special fringe benefits, unusual
      price breaks, and other windfalls. For purposes of this section, a
      "significant" amount or interest shall be deemed to be any amount in
      excess of $5,000. Associates are prohibited from any of the following
      activities which could represent an actual or perceived conflict of
      interest:

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      o     No associate or relative of an associate shall have a significant
            financial interest in, or obligation to, any outside enterprise
            which does or seeks to do business with the company or which is
            an actual or potential competitor of the company, without prior
            approval of the Compliance Officer, or in the case of executive
            officers or members of the Board of Directors, the full Board of
            Directors or a committee thereof.

      o     No associate shall conduct a significant amount of business on
            the company's behalf with an outside enterprise which does or
            seeks to do business with the company if a relative of the
            associate is a principal or officer of such enterprise, or an
            employee of such enterprise who will play a significant role
            in the business done or to be done between the company and such
            enterprise, without prior approval of the Compliance Officer,
            or in the case of executive officers or members of the Board of
            Directors, the full Board of Directors or a committee thereof.

      o     No executive officer or employee, or a relative of an executive
            officer or an employee, shall serve as a director, officer or
            in any other management or consulting capacity of any actual
            competitor of  the company.

      o     No director, or a relative of a director, shall serve as a
            director, officer or in any other management or consulting
            capacity of any actual competitor of the company, without the
            prior approval of the full Board of Directors or a committee
            thereof.

      o     No associate shall engage in activities that are directly
            competitive with those in which the company is engaged.

      o     No associate shall divert a business opportunity from the company
            to such individual's own benefit. If an associate becomes aware
            of an opportunity to acquire or profit from a business opportunity
            or investment in which the company is or may become involved or in
            which the company may have an existing interest, the associate
            should disclose the relevant facts to the Corporate Compliance
            Officer. The associate may proceed to take advantage of such
            opportunity only if the company is unwilling or unable to take
            advantage of such opportunity as notified in writing by the
            Compliance Officer.

      o     No associate or relative of an associate shall receive any loan
            or advance from the company, or be the beneficiary of a guarantee
            by the company of a loan or advance from a third party, except
            for advances in connection with the company's tuition reimbursement
            plan, other customary advances or corporate credit in the ordinary
            course of business or otherwise approved by the Compliance
            Officer. Please see Section IV.E. below, "Corporate Advances",
            for more information on permitted corporate advances.

      In addition, the Board of Directors will review and approve, in advance,
      all related-party transactions, as required by the Securities and
      Exchange Commission or any other regulatory body to which the company
      is subject.

      Each associate should make prompt and full disclosure in writing to
      the Corporate Compliance Officer of any situation that may involve a
      conflict of interest.  Failure to disclose any actual or perceived
      conflict of interest is a violation of the Code.

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IV. PROTECTION AND PROPER USE OF COMPANY ASSETS

      Proper protection and use of company assets and assets entrusted to
      it by others, including proprietary information, is a fundamental
      responsibility of each associate of the company. Associates should
      comply with security programs to safeguard such assets against
      unauthorized use or removal, as well as against loss by criminal act
      or breach of trust. The provisions hereof relating to protection of
      the company's property also apply to property of others entrusted to
      it (including proprietary and confidential information).

      A. Proper Use of Company Property

      The removal from the company's facilities of the company's property
      is prohibited, unless authorized by the company. This applies to
      furnishings, equipment, and supplies, as well as property created or
      obtained by the company for its exclusive use - such as client lists,
      files, personnel information, reference materials and reports,
      computer software, data processing programs and data bases. Neither
      originals nor copies of these materials may be permanently removed
      from the company's premises or used for purposes other than the
      company's business without prior written authorization from the
      Compliance Officer.

      The company's products and services are its property; contributions
      made by any associate to their development and implementation are the
      company's property and remain the company's property even if the
      individual's employment or directorship terminates.

      Each associate has an obligation to use the time for which he or she
      receives compensation from the company productively. Work hours
      should be devoted to activities directly related to the company's
      business.

      B. Confidential Information

      The company provides its associates with confidential information
      relating to the company and its business with the understanding that
      such information is to be held in confidence and not communicated to
      anyone who is not authorized to see it, except as may be required by
      law. The types of information that each associate should safeguard
      include (but are not limited to):

      o     account balances,
      o     customer finances and credit,
      o     anticipated changes in management,
      o     patents,
      o     new products under development,
      o     compensation data,
      o     customer lists,
      o     customer preferences,
      o     company financial information,
      o     marketing strategies,
      o     new materials research,
      o     pending projects and proposals, and
      o     all other sensitive information regarding company affairs.

      These are costly, valuable resources developed for the exclusive benefit
      of the company.

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      C. Accurate Records and Reporting

      Under law, the company is required to keep books, records and accounts
      that accurately reflect all transactions, dispositions of assets and
      other events that are the subject of specific regulatory record keeping
      requirements, including generally accepted accounting principles and
      other applicable rules, regulations and criteria for preparing financial
      statements and for preparing periodic reports filed with the Securities
      and Exchange Commission. All company reports, accounting records, sales
      reports, expense accounts, invoices, purchase orders, and other
      documents should accurately and clearly represent the relevant facts
      and the true nature of transactions. Reports and other documents should
      state all material facts of a transaction and not omit any information
      that would be relevant in interpreting such report or document. No
      payment on behalf of the company may be approved or made with the
      intention, understanding or awareness that any part of the payment is
      to be used for any purpose other than that described by the documentation
      supporting the payment. In addition, intentional accounting
      misclassifications (e.g., expense versus capital) and improper
      acceleration or deferral of expenses or revenues are unacceptable
      reporting practices that are expressly prohibited.

      The company has developed and maintains a system of internal controls
      to provide reasonable assurance that transactions are executed in
      accordance with management's authorization, are properly recorded and
      posted, and are in compliance with regulatory requirements. The system
      of internal controls within the company includes written policies and
      procedures, budgetary controls, supervisory review and monitoring,
      various other checks and balances, and other safeguards.

      The company has also developed and maintains a set of disclosure controls
      and procedures to ensure that all of the information required to be
      disclosed by the company in the reports that it files or submits under
      the Securities Exchange Act is recorded, processed, summarized and
      reported within the time periods specified by the Securities and
      Exchange Commission's rules and forms. Associates are expected to be
      familiar with, and to adhere to, these internal controls and disclosure
      controls and procedures.

      Responsibility for compliance with these internal controls and
      disclosure controls and procedures rests not solely with the company's
      accounting personnel, but with all associates involved in approving
      transactions, supplying documentation for transactions, and recording,
      processing, summarizing and reporting of transactions and other
      information required by periodic reports filed with the Securities and
      Exchange Commission. Any associate who believes the company's books and
      records are not in accord with these requirements should immediately
      report the matter to the Corporate Compliance Officer. The company has
      adopted explicit non-retaliation policies with respect to these matters,
      as described in Section VIII below.

      D. Document Retention

      Numerous federal and state statutes require the proper retention of many
      categories of records and documents that are commonly maintained by
      companies. In consideration of those legal requirements and the company's
      business needs, all associates must maintain records in accordance with
      applicable law and policies adopted by the company from time to time.

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      In addition, any record, in paper or electronic format, relevant to a
      threatened, anticipated or actual internal or external inquiry,
      investigation, matter or lawsuit may not be discarded, concealed,
      falsified, altered, or otherwise made unavailable, once an associate has
      become aware of the existence of such threatened, anticipated or actual
      internal or external inquiry, investigation, matter or lawsuit.

      When in doubt regarding retention of any record, an associate must not
      discard or alter the record in question and should seek guidance from the
      Corporate Compliance Officer. Associates should also direct all questions
      regarding issues of document retention and related procedures to the
      Corporate Compliance Officer.

      E. Corporate Advances

      Under law, the company may not loan money to associates except in limited
      circumstances. It shall be a violation of the Code for any associate to
      advance company funds to any other associate or to himself or herself
      except for advances in connection with the company's tuition
      reimbursement plan or other usual and customary business advances for
      legitimate corporate purposes which are approved by a supervisor or
      pursuant to a corporate credit card for usual and customary, legitimate
      business purposes. It is the company's policy that any advance to an
      associate over $5,000, other than in connection with the company's
      tuition reimbursement plan, be approved in advance by the Compliance
      Officer.

      Company credit cards are to be used only for authorized, legitimate
      business purposes. An associate will be responsible for any unauthorized
      charges to a company credit card.

V. FAIR DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND ASSOCIATES

      The company does not seek to gain any advantage through the improper use
      of favors or other inducements. Offering, giving, soliciting or receiving
      any form of bribe to or from an employee of a customer or supplier to
      influence that employee's conduct is strictly prohibited.

      A. Improper Influence

      The company expects all of its associates to refrain from any illegal
      conduct to achieve improper influence. Among other types of improper
      influence which are prohibited are the following:

      1. No associate of the company shall make illegal contributions,
         bribes, kick-backs, or any type of illegal payment to anyone in
         connection with the obtaining of orders or favored treatment.

      2. The accepting of gifts, entertainment, or any other personal favor
         or preferment from anyone with whom the company has or is likely to
         have any business dealings, other than a Holiday gift of nominal
         value (under $15), is forbidden.

      If a situation should arise in which you are unable to discern whether
      a course of conduct would violate these rules, please contact the
      Compliance Officer to discuss the situation in advance of any course of
      action.

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      B. Unfair Competition

      Although the free enterprise system is based upon competition, rules have
      been imposed stating what can and what cannot be done in a competitive
      environment. The following practices can lead to liability for "unfair
      competition" and should be avoided. They are violations of the Code.

      Disparagement of Competitors. It is not illegal to point out weaknesses
      in a competitor's service, product or operation; however, associates may
      not spread false rumors about competitors or make misrepresentations
      about their businesses. For example, an associate may not pass on
      anecdotal or unverified stories about a competitor's products or services
      as the absolute truth (e.g., the statement that "our competitors'
      diagnostic testing procedures have poor quality control").

      Disrupting a Competitor's Business. This includes bribing a competitor's
      employees or using deceptive practices such as enticing away employees
      in order to obtain secrets or destroy a competitor's organization.

      C. Unfair Practices in International Business

      Under the Foreign Corrupt Practices Act ("FCPA"), associates of the
      company are prohibited from making certain gifts to foreign officials.
      "Foreign officials" include not only persons acting in an official
      capacity on behalf of a foreign government, agency, department or
      instrumentality, but also representatives of international organizations,
      foreign political parties and candidates for foreign public office. The
      gift is "corrupt" under the FCPA if it is made for the purpose of:

      o     Influencing any act or decision of a foreign official in his
            official capacity;

      o     Inducing a foreign official to do or omit to do any act in
            violation of his lawful duty;

      o     Inducing a foreign official to use his position to affect any
            decision of the government; or

      o     Inducing a foreign official to secure any "improper advantage."

      A gift is still "corrupt" even when paid through an intermediary. Any
      associate who has any questions whatsoever as to whether a particular
      gift might be "corrupt" under the FCPA, please contact the Corporate
      Compliance Officer.

VI. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      A. Insider Trading Policy

      The company expressly forbids any associate from trading on material
      nonpublic information or communicating material nonpublic information
      to others in violation of the law. This conduct is frequently referred
      to as "insider trading." This policy applies to every associate of
      the company and extends to activities both within and outside their
      duties to the company, including trading for a personal account.

      Trading on inside information is not a basis for liability unless the
      information is material. This is information that a reasonable investor
      would consider important in making his or her investment decisions, or
      information that is likely to have a significant effect on the price of
      a company's securities.

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      Information is nonpublic until it has been effectively communicated to
      the marketplace. Tangible evidence of such dissemination is the best
      indication that the information is public. For example, information
      found in a report filed with the Securities and Exchange Commission
      or appearing in a national newspaper would be considered public.

      Each associate should be familiar with and abide by the company's
      Insider Trading Policy. A copy of this policy is given to all new
      associates of the company and is available from the Corporate
      Compliance Officer.

      B. Regulation FD

      The company is subject to the securities laws of the United States and
      the regulations adopted by the Securities and Exchange Commission,
      including Regulation FD, with respect to the disclosure of material
      information to the public. The company is committed to fair disclosure
      to investors in compliance with the law. The company's policy, which
      reflects these legal requirements, is that no one associated with the
      company may make any disclosure of material nonpublic information about
      the company to anyone outside of the company who trades in or may be
      expected to trade in our securities, unless we disclose such information
      to the public at the same time.

      Only the Chief Executive Officer or other individuals expressly
      authorized by the Chief Executive Officer may discuss material
      information with analysts, financial professionals, stockholders and
      other members of the public.

      No other company personnel are authorized to discuss material information
      relating to the company with analysts, financial professionals,
      stockholders and other members of the public. Any requests for such
      information regarding the company must be forwarded to one of the
      officers listed above.

      C. Equal Employment Opportunity

      The company is committed to a policy of nondiscrimination and equal
      opportunity in employment decisions for all employees and qualified
      applicants without regard to race, color, creed, religion, sex, age,
      ancestry, national origin, sexual orientation, marital status, veteran's
      status, physical or mental handicap or disability or any other
      characteristic protected by law. "Employment decisions" generally mean
      decisions relating to hiring, recruiting, training, promotions and
      compensation, but the term may encompass other employment actions as
      well.

      Each associate should be familiar with and abide by the company's Equal
      Employment Opportunity policy, as described in the Employee Handbook.
      A copy of the Handbook is made available to all new associates of the
      company and can also be obtained from the Corporate Compliance Officer.

      The company encourages its associates to bring any problem, complaint or
      concern regarding any alleged employment discrimination to the attention
      of the Corporate Compliance Officer.

      D. Sexual and Other Unlawful Harassment Policy

      The company is committed to maintaining a working environment that is
      free of unlawful discrimination. In keeping with this commitment, we
      will not tolerate harassment of our employees, directors and officers
      by anyone, including any coach, co-worker, vendor, client or customer.

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      Harassment consists of unwelcome conduct, whether verbal, physical or
      visual, that is based upon a person's protected status, such as race,
      color, creed, religion, sex, age, ancestry, national origin, sexual
      orientation, marital status, veteran's status, physical or mental
      handicap or disability or any other characteristic protected by law.

      Each associate should be familiar with and abide by the company's Sexual
      and Other Unlawful Harassment Policy, as included in the Employee
      Handbook. The policy sets forth specific examples of harassment that
      our associates must avoid and provides guidelines for the reporting of
      violations. A copy of the Handbook is made available to all associates
      of the company and can also be obtained from the Corporate Compliance
      Officer.

      E. Health, Safety & Environment Laws

      Health, safety, and environmental responsibilities are fundamental to
      the company's values. Associates are responsible for ensuring that the
      company complies with all provisions of the health, safety, and
      environmental laws of the United States and of other countries where
      the company does business.

      The penalties that can be imposed against the company and its associates
      for failure to comply with health, safety, and environmental laws can
      be substantial, and include imprisonment and fines.


VII. REPORTING CONCERNS UNDER THE CODE: NON-RETALIATION POLICY

      Reporting Concerns/Receiving Advice

      Communication Channels

      Be Proactive. Every employee is encouraged to act proactively by asking
      questions, seeking guidance and reporting suspected violations of the
      Code and other policies and procedures of the Company, as well as any
      violation or suspected violation of applicable law, rule or regulation
      arising in the conduct of the Company's business or occurring on the
      Company's property. If any employee believes that actions have taken
      place, may be taking place, or may be about to take place that violate
      or would violate the Code, he or she should bring the matter to the
      attention of the Company.

      Seeking Guidance. The best starting point for an officer or employee
      seeking advice on ethics-related issues or reporting potential
      violations of the Code will usually be his or her supervisor. However,
      if the conduct in question involves his or her supervisor, if the
      employee has reported the conduct in question to his or her supervisor
      and does not believe that he or she has dealt with it properly, or if
      the officer or employee does not feel that he or she can discuss the
      matter with his or her supervisor, the employee may raise the matter
      with the Compliance Officer.

      Communication Alternatives. Any officer or employee may communicate with
      the Compliance Officer by any of the following methods:

      o     In writing (which may be done anonymously as set forth below under
            "Reporting; Anonymity; Retaliation"), addressed to the Compliance
            Officer, either by facsimile to (905) 660-5738 or by U.S. mail to
            85 Corstate Ave., Unit #1, Concord Ontario L4K 4Y2; or

      o     By e-mail addressed to the Compliance Officer at his e-mail
            address noted above on page 3 (anonymity cannot be maintained)

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      Misuse of Reporting Channels. Employees must not use these reporting
      channels in bad faith or in a false or frivolous manner.

      Reporting; Anonymity; Retaliation

      When reporting suspected violations of the Code, the Company prefers
      that officers and employees identify themselves in order to facilitate
      the Company's ability to take appropriate steps to address the report,
      including conducting any appropriate investigation. However, the Company
      also recognizes that some people may feel more comfortable reporting a
      suspected violation anonymously.

      If an officer or employee wishes to remain anonymous, he or she may do
      so, and the Company will use reasonable efforts to protect the
      confidentiality of the reporting person subject to applicable law, rule
      or regulation or to any applicable legal proceedings. In the event the
      report is made anonymously, however, the Company may not have sufficient
      information to look into or otherwise investigate or evaluate the
      allegations. Accordingly, persons who make reports anonymously should
      provide as much detail as is reasonably necessary to permit the Company
      to evaluate the matter(s) set forth in the anonymous report and, if
      appropriate, commence and conduct an appropriate investigation.

      No Retaliation

      The Company expressly forbids any retaliation against any officer or
      employee who, acting in good faith, reports suspected misconduct. Any
      person who participates in any such retaliation is subject to
      disciplinary action, including termination.

VIII. QUESTIONS UNDER THE CODE AND WAIVER PROCEDURES

      Associates are encouraged to consult with the Corporate Compliance
      Officer about any uncertainty or questions they may have under the
      Code.

      If any situation should arise where a course of action would likely
      result in a violation of the Code but for which the associate thinks
      that a valid reason for the course of action exists, the associate
      should contact the Corporate Compliance Officer to obtain a waiver
      prior to the time the action is taken. No waivers will be granted
      after the fact for actions already taken. Except as noted below, the
      Compliance Officer will review all the facts surrounding the proposed
      course of action and will determine whether a waiver from any policy
      in the Code should be granted.

      Waiver Procedures for Executive Officers and Directors. Waiver requests
      by an executive officer or member of the Board of Directors shall be
      referred by the Compliance Officer, with his recommendation, to the
      Board of Directors or a committee thereof for consideration. If either
      (i) a majority of the independent directors on the Board of Directors,
      or (ii) a committee comprised solely of independent directors agrees
      that the waiver should be granted, it will be granted. The company
      will disclose the nature and reasons for the waiver on a Form 8-K to
      be filed with the Securities and Exchange Commission within four days.
      If the Board denies the request for a waiver, the waiver will not be
      granted and the associate may not pursue the intended course of action.

      It is the company's policy only to grant waivers from the Code in
      limited and compelling circumstances.

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IX. FREQUENTLY ASKED QUESTIONS AND ANSWERS

      The following questions and answers address each associate's obligation
      to comply with the Code. The company has attempted to design procedures
      that ensure maximum confidentiality and, most importantly, freedom from
      the fear of retaliation for complying with and reporting violations
      under the Code.

      Q: Do I have a duty to report violations under the Code?

      A: Yes, participation in the Code and its compliance program is
         mandatory. You must immediately report any suspected or actual
         violation of the Code to the Corporate Compliance Officer. The
         company will keep reports confidential to the fullest extent required
         by applicable law. Failure to report suspected or actual violations
         is itself a violation of the Code and may subject you to disciplinary
         action, up to and including termination of employment or legal action.

      Q: I'm afraid of being fired for raising questions or reporting
         violations under the Code. Will I be risking my job if I do?

      A: The Code contains a clear non-retaliation policy, meaning that if you
         in good faith report a violation of the Code by the company, or its
         agents acting on behalf of the company, to the Corporate Compliance
         Officer, the company will undertake to protect you from being fired,
         demoted, reprimanded or otherwise harmed for reporting the violation,
         even if the violation involves you, your supervisor, or senior
         management of the company. You are entitled to make the report on a
         confidential and anonymous basis. To the extent an investigation must
         be initiated, the company will keep confidential any report you make
         to the Corporate Compliance Officer to the extent required by
         applicable law.

      In addition, if you report a suspected violation under the Code which you
      reasonably believe constitutes a violation of a federal statute by the
      company, or its agents acting on behalf of the company, to a federal
      regulatory or law enforcement agency, you may not be reprimanded,
      discharged, demoted, suspended, threatened, harassed or in any manner
      discriminated against in the terms and conditions of your employment
      for reporting the suspected violation, regardless of whether the
      suspected violation involves you, your supervisor or senior management
      of the company.

      Q: How are suspected violations investigated under the Code?

      A: When a suspected violation is reported to the Corporate Compliance
         Officer, the Compliance Officer will gather information about the
         allegation by interviewing the associate reporting the suspected
         violation (if permissible, in the case of a non-anonymous report),
         the associate who is accused of the violation and/or any co-workers
         or associates of the accused associates to determine if a factual
         basis for the allegation exists. The reporting associate's immediate
         supervisor will not be involved in the investigation if the reported
         violation involved that supervisor. The company will keep the identity
         of the reporting associate confidential to the fullest extent
         required by applicable law.

      If the report is not substantiated, the reporting associate will be
      informed and at that time will be asked for any additional information
      not previously communicated. If there is no additional information, the
      Corporate Compliance Officer will close the matter as unsubstantiated.

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      If the allegation is substantiated, the Compliance Officer will make a
      judgment as to the degree of severity of the violation and the
      appropriate disciplinary response. In more severe cases, the Compliance
      Officer will make a recommendation to the Board of Directors of the
      company for its approval. The Board's decision as to disciplinary and
      corrective action will be final.

      The Compliance Officer shall provide a summary of all matters considered
      under the Code to the Board of Directors or a committee thereof at each
      regular meeting thereof, or sooner if warranted by the severity of the
      matter.

      Q: Do I have to participate in any investigation under the Code?

      A: Your full cooperation with any pending investigation under the Code
         is a condition of your continued relationship with the company.
         The refusal to cooperate fully with any investigation is a violation
         of the Code and grounds for discipline, up to and including
         termination.

      Q: What are the consequences of violating the Code?

      A: As explained above, associates who violate the Code may be subject to
         discipline, up to and including termination of employment. Associates
         who violate the Code may simultaneously violate federal, state, local
         or foreign laws, regulations or policies. Such associates may be
         subject to prosecution, imprisonment and fines, and may be required
         to make reimbursement to the company, the government or any other
         person for losses resulting from the violation. They may be subject
         to punitive or treble damages depending on the severity of the
         violation and applicable law.

      Q: What if I have questions under the Code or want to obtain a waiver
         under any provision of the Code?

      A: The Corporate Compliance Officer can help answer questions you may
         have under the Code. In addition, Section IX of the Code provides
         information on how you may obtain a waiver from the Code; waivers
         will be granted only in very limited circumstances. You should never
         pursue a course of action that is unclear under the Code without
         first consulting the Corporate Compliance Officer, and if necessary,
         obtaining a waiver from the Code.

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