EXHIBIT 14
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CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

We are  committed  to  maintaining  the highest  standards of honest and ethical
business  conduct,   including  ensuring  full,  fair,   accurate,   timely  and
understandable disclosures in our public documents and reports,  compliance with
applicable laws, prompt internal  reporting of violations of these standards and
accountability for adherence to these standards.

This Code of Business  Conduct and Ethics (the  "Code")  reflects  the  business
practices and  principles of behavior  that support this  commitment.  We expect
every employee,  officer, and director to read, understand,  and comply with the
Code  and  its   application   to  the   performance  of  his  or  her  business
responsibilities.  References  in the Code to  employees  are  intended to cover
officers and, as  applicable,  directors,  managers and  supervisors  as well as
employees.

Officers,  managers and other supervisors are expected to develop in employees a
sense  of  commitment  to the  spirit,  as  well  as the  letter,  of the  Code.
Supervisors are also expected to ensure that all agents and contractors  conform
to Code standards  when working for or on behalf of the Company.  Nothing in the
Code alters the employment at-will policy of the Company.

The Code cannot possibly  describe every practice or principle related to honest
and ethical conduct.  The Code addresses conduct that is particularly  important
to proper  dealings  with the people and  entities  with whom we  interact,  but
reflects only a part of our commitment.

The following  additional policies of the Company supplement or amplify the Code
in certain areas and should be read in conjunction with the Code:

-    Action by members of your  immediate  family,  significant  others or other
persons who live in your household also may potentially result in ethical issues
to the extent that they involve the Company's business. For example,  acceptance
of inappropriate gifts by a family member from one of our suppliers could create
a conflict  of  interest  and result in a Code  violation  attributable  to you.
Consequently,  in complying with the Code, you should consider not only your own
conduct, but also that of your immediate family members,  significant others and
other persons who live in your household.

-    The  integrity  and  reputation  of the  Company  depends  on the  honesty,
fairness and integrity  brought to the job by each person associated with us. It
is the responsibility of each employee to apply common sense,  together with his



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or her own highest  personal  ethical  standards,  in making business  decisions
where there is no stated guideline in the Code. Unyielding personal integrity is
the foundation of corporate integrity.

YOU SHOULD NOT HESITATE TO ASK  QUESTIONS  ABOUT WHETHER ANY CONDUCT MAY VIOLATE
THE CODE,  VOICE  CONCERNS OR CLARIFY GRAY AREAS.  SECTION 16 BELOW  DETAILS THE
COMPLIANCE  RESOURCES  AVAILABLE  TO YOU.  IN  ADDITION,  YOU SHOULD BE ALERT TO
POSSIBLE  VIOLATIONS  OF THE CODE BY OTHERS  AND  REPORT  SUSPECTED  VIOLATIONS,
WITHOUT FEAR OF ANY FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION 16.

-    Violations of the Code will not be tolerated. Any employee who violates the
standards in the Code may be subject to disciplinary action, up to and including
termination  of  employment  and, in  appropriate  cases,  civil legal action or
referral for criminal prosecution.

1.   LEGAL COMPLIANCE

Obeying the law, both in letter and in spirit,  is the  foundation of this Code.
Our success depends upon each employee's  operating  within legal guidelines and
cooperating with local, national and international authorities.  It is therefore
essential that you understand the legal and regulatory  requirements  applicable
to your  business  unit and area of  responsibility.  We will send  employees to
periodic training sessions to ensure that all employees comply with the relevant
laws,  rules and regulations  associated with their  employment,  including laws
prohibiting  insider trading (which are discussed in further detail in Section 4
below). While we do not expect you to memorize every detail of these laws, rules
and  regulations,  we want you to be able to determine  when to seek advice from
others.

If you do have a question in the area of legal compliance,  it is important that
you  not  hesitate  to  seek  answers  from  your  supervisor  or the  Corporate
Responsibility Officer (see Section 16).

Disregard  of the law will not be  tolerated.  Violation  of domestic or foreign
laws,  rules and regulations may subject an individual as well as the Company to
civil and/or criminal  penalties.  You should be aware that conduct and records,
including  emails,  are subject to internal and external audits and to discovery
by third parties in the event of a government investigation or civil litigation.
It is in everyone's best interests to know and comply with our legal and ethical
obligations.

2.   MISUSE OF COMPANY COMPUTER EQUIPMENT

You may not, while acting on behalf of the Company, or while using our computing
or communications equipment or facilities, either:



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-    Access the  internal  computer  system (also known as  "hacking")  or other
resource of another entity without express written authorization from the entity
responsible for operating that resource;
-    Commit any unlawful or illegal act,  including  harassment,  libel,  fraud,
sending of  unsolicited  bulk email  (also  known as  "spam")  in  violation  of
applicable law, trafficking in contraband of any kind, or espionage.

If you  receive  authorization  to access  another  entity's  internal  computer
system,   or  other  resource,   you  must  make  a  permanent  record  of  that
authorization  so that it may be retrieved for future  reference and you may not
exceed the scope of that authorization.

Unsolicited bulk email is regulated by law in a number of jurisdictions.  If you
intend to send unsolicited bulk email to persons outside of the Company,  either
while acting on our behalf or using our computing or communications equipment or
facilities,  you should contact your supervisor or the Corporate  Responsibility
Officer for approval.

All data residing on or  transmitted  through our  computing and  communications
facilities,  including email and word processing  documents,  is the property of
the Company and subject to  inspection,  retention  and review by the Company in
accordance with applicable law.

3.   ENVIRONMENT COMPLIANCE

Federal  law  imposes   criminal   liability  on  any  person  or  company  that
contaminates  the  environment  with any  hazardous  substance  that could cause
injury to the community or environment. Violation of environmental laws can be a
criminal  offense and can involve  monetary  fines and  imprisonment.  We expect
employees to comply with all applicable environmental laws.

It is our policy to conduct our business in an  environmentally  responsible way
that minimizes  environmental  impacts.  We are committed to minimizing  and, if
possible,  eliminating  the use of any  substance  or  material  that may  cause
environmental  damage,  reducing  waste  generation  and  disposing of all waste
through  safe  and  responsible  methods,   minimizing  environmental  risks  by
employing  safe  technologies  and operating  procedures,  and being prepared to
respond appropriately to accidents and emergencies.

4.   INSIDER TRADING

Employees  who have access to  confidential  (or "inside")  information  are not
permitted to use or share that information for stock trading purposes or for any
other purpose except to conduct our business.  All non-public  information about
the  Company  or  about  companies  with  which  we do  business  is  considered
confidential  information.  To use material non-public information in connection
with buying or selling securities,  including "tipping" others who might make an
investment decision on the basis of this information,  is not only unethical, it
is illegal.  Employees  must  exercise  the utmost care when  handling  material
inside information.



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5.   INTERNATIONAL BUSINESS LAWS

Our employees are expected to comply with the  applicable  laws in all countries
to which they travel,  in which they operate and where we otherwise do business,
including laws prohibiting  bribery,  corruption or the conduct of business with
specified individuals,  companies or countries.  The fact that in some countries
certain laws are not enforced or that  violation of those laws is not subject to
public  criticism  will not be  accepted  as an  excuse  for  noncompliance.  In
addition,  we expect  employees to comply with U.S. laws,  rules and regulations
governing the conduct of business by its citizens and  corporations  outside the
U.S.

These U.S.  laws,  rules and  regulations,  which  extend to all our  activities
outside the U.S., include:

-    The Foreign Corrupt  Practices Act, which prohibits  directly or indirectly
giving  anything of value to a government  official to obtain or retain business
or  favorable  treatment,  and  requires the  maintenance  of accurate  books of
account, with all company transactions being properly recorded
-    U.S. Embargoes, which restrict or, in some cases, prohibit companies, their
subsidiaries  and  their  employees  from  doing  business  with  certain  other
countries identified on a list that changes periodically  (including  currently,
for example, Angola (partial),  Burma (partial),  Cuba, Iran, Iraq, Libya, North
Korea, Sudan and Syria) or specific companies or individuals
-    Export Controls,  which restrict travel to designated countries or prohibit
r restrict the export of goods, services and technology to designated countries,
denied persons or denied entities from the U.S., or the re-export of U.S. origin
goods from the country of original  destination  to such  designated  countries,
denied companies or denied entities
-    Anti-boycott  Compliance,  which  prohibits U.S.  companies from taking any
action that has the effect of  furthering  or  supporting  a  restrictive  trade
practice or boycott that is fostered or imposed by a foreign  country  against a
country friendly to the U.S. or against any U.S. person

If you have a question as to whether an activity is  restricted  or  prohibited,
seek assistance before taking any action, including giving any verbal assurances
that might be regulated by international laws.

6.   CONFLICTS OF INTEREST

A "conflict  of  interest"  occurs when an  individual's  personal  interest may
interfere  in any way  with the  performance  of his or her  duties  or the best
interests of the Company.  A conflicting  personal interest could result from an
expectation  of  personal  gain now or in the future or from a need to satisfy a
prior or concurrent personal obligation. We expect our employees to be free from
influences  that  conflict  with the best  interests  of the  Company.  Even the
appearance of a conflict of interest where none actually  exists can be damaging
and should be  avoided.  Whether or not a conflict  of  interest  exists or will



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exist can be unclear.  Conflicts of interest are prohibited unless  specifically
authorized as described below.

If you have any questions about a potential conflict,  or if you become aware of
an actual or potential  conflict,  and you are not an officer or director of the
Company,  you should  discuss the matter with your  supervisor  or the Corporate
Responsibility Officer (as further described in Section 16). Supervisors may not
authorize conflict of interest matters without first seeking the approval of the
Corporate  Responsibility  Officer and filing with the Corporate  Responsibility
Officer a written description of the authorized  activity.  If the supervisor is
involved in the  potential  or actual  conflict,  you should  discuss the matter
directly  with  the  Corporate  Responsibility  Officer.  Factors  that  may  be
considered in evaluating a potential conflict of interest are, among others:
-    Whether   it  may   interfere   with  the   employee's   job   performance,
responsibilities or morale;
-    Whether the employee has access to confidential information;
-    Whether it may  interfere  with the job  performance,  responsibilities  or
morale of others within the organization;
-    Any potential adverse or beneficial impact on our business;
-    Any potential adverse or beneficial  impact on our  relationships  with our
customers or suppliers or other service providers;
-    Whether it would enhance or support a competitor's position;
-    The extent to which it would result in financial or other  benefit  (direct
or indirect) to the employee;
-    The extent to which it would result in financial or other  benefit  (direct
or indirect) to one of our customers, suppliers or other service providers;
-    The extent to which it would appear improper to an outside observer.

The following are examples of  situations  that may,  depending on the facts and
circumstances, involve conflicts of interests:
-    Employment  by  (including  consulting  for) or  service  on the board of a
competitor,  customer or  supplier  or other  service  provider.  Activity  that
enhances or  supports  the  position of a  competitor  to the  detriment  of the
Company  is  prohibited,  including  employment  by or service on the board of a
competitor.  Employment  by or service on the board of a customer or supplier or
other service provider is generally  discouraged and you must seek authorization
in advance if you plan to take such action.
-    Owning,  directly or indirectly,  a significant  financial  interest in any
entity that does business, seeks to do business or competes with us. In addition
to the factors described above,  persons  evaluating  ownership for conflicts of
interest will consider the size and nature of the investment;  the nature of the
relationship  between the other entity and the Company; the employee's access to
confidential  information  and the employee's  ability to influence  corporation
decisions.  If you would like to acquire a financial  interest of that kind, you
must seek approval in advance.
-    Soliciting or accepting gifts, favors, loans or preferential treatment from
any person or entity that does  business  or seeks to do  business  with us. See
Section  10 for  further  discussion  of the  issues  involved  in this  type of
conflict.



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-    Soliciting  contributions  to any  charity or for any  political  candidate
fromany person or entity that does business or seeks to do business with us.
-    Taking  personal  advantage of corporate  opportunities.  See Section 7 for
further discussion of the issues involved in this type of conflict.
-    Moonlighting without permission.
-    Conducting our business  transactions with your family member,  significant
other or person  who shares  your  household  or a business  in which you have a
significant financial interest.
-    Exercising  supervisory or other authority on behalf of the Company, over a
co-worker who is also a family member.
-    Loans to, or  guarantees  of  obligations  of,  employees  or their  family
members by the Company  could  constitute  an improper  personal  benefit to the
recipients   of  these  loans  or   guarantees,   depending  on  the  facts  and
circumstances.  Some loans are expressly  prohibited by law and  applicable  law
requires  that our  Board of  Directors  approve  all loans  and  guarantees  to
employees.

7.   CORPORATE OPPORTUNITIES

You may not take personal  advantage of opportunities  that are presented to you
or  discovered  by you as a result of your position with us, or through your use
of corporate  property or information,  unless  authorized by your supervisor or
the  Corporate  Responsibility  Officer.  Even  opportunities  that are acquired
privately  by you may be  questionable  if they are  related to our  existing or
proposed lines of business.  Participation  in an investment or outside business
opportunity  that is related to our existing or proposed  lines of business must
be pre-approved.  You cannot use your position with us or corporate  property or
information for improper personal gain, nor can you compete with us in any way.

8.   MAINTENANCE OF CORPORATE BOOKS, RECORDS, DOCUMENTS AND ACCOUNTS;  FINANCIAL
INTEGRITY; PUBLIC REPORTING

The  integrity  of our records and public  disclosure  depends on the  validity,
accuracy and completeness of the information supporting the entries to our books
of account.  Therefore,  our corporate and business  records should be completed
accurately and honestly. The making of false or misleading entries, whether they
relate to financial results or test results, is strictly prohibited. Our records
serve as a basis for  managing  our  business  and are  important in meeting our
obligations to customers,  suppliers,  creditors, employees and others with whom
we do  business.  As a result,  it is  important  that our  books,  records  and
accounts  accurately  and fairly  reflect,  in  reasonable  detail,  our assets,
liabilities,  revenues,  costs and  expenses,  as well as all  transactions  and
changes in assets and liabilities.

We require that:



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-    No entry be made in our  books  and  records  that  intentionally  hides or
disguises  the  nature  of any  transaction  or of any  of our  liabilities,  or
misclassifies any transactions as to accounts or accounting periods;
-    Transactions be supported by appropriate documentation;
-    The  terms  of  sales  and  other  commercial   transactions  be  reflected
accurately  in  the   documentation   for  those   transactions   and  all  such
documentation be reflected accurately in our books and records;
-    Employees comply with our system of internal controls;
-    No cash or other assets be maintained  for any purpose in any unrecorded or
"off-the-books" fund.
Our  accounting  records  are  also  relied  upon  to  produce  reports  for our
management, stockholders and creditors, as well as for governmental agencies. In
particular, we rely upon our accounting and other business and corporate records
in preparing the periodic and current reports that we file with the SEC.

These  reports must provide  full,  fair,  accurate,  timely and  understandable
disclosure and fairly present our financial condition and results of operations.
Employees  who  collect,   provide  or  analyze  information  for  or  otherwise
contribute in any way in preparing or verifying  these reports  should strive to
ensure that our financial  disclosure is accurate and  transparent  and that our
reports contain all of the information about the Company that would be important
to enable stockholders and potential investors to assess the soundness and risks
of our business and finances and the quality and integrity of our accounting and
disclosures

In addition:

-    No employee may take or authorize any action that would cause our financial
records  or  financial  disclosure  to fail to comply  with  generally  accepted
accounting principles,  the rules and regulations of the SEC or other applicable
laws, rules and regulations;
-    All employees  must  cooperate  fully with our  Accounting,  as well as our
independent  public  accountants  and counsel,  respond to their  questions with
candor and provide them with  complete and accurate  information  to help ensure
that our books and  records,  as well as our  reports  filed  with the SEC,  are
accurate and complete;
-    No employee  should  knowingly make (or cause or encourage any other person
to make) any false or misleading  statement in any of our reports filed with the
SEC or  knowingly  omit (or cause or  encourage  any  other  person to omit) any
information  necessary to make the disclosure in any of our reports  accurate in
all material respects.

Any employee  who becomes  aware of any  departure  from these  standards  has a
responsibility  to report his or her  knowledge  promptly to a  supervisor,  the
Corporate  Responsibility  Officer  or  one of the  other  compliance  resources
described in Section 16.

9. FAIR DEALING

We strive to outperform our competition fairly and honestly. Advantages over our
competitors are to be obtained through superior  performance of our products and



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services,  not  through  unethical  or  illegal  business  practices.  Acquiring
proprietary  information  from others through  improper means,  possessing trade
secret information that was improperly obtained, or inducing improper disclosure
of confidential information from past or present employees of other companies is
prohibited,  even if  motivated by an  intention  to advance our  interests.  If
information  is obtained by mistake that may  constitute a trade secret or other
confidential information of another business, or if you have any questions about
the legality of proposed information gathering, you must consult your supervisor
or the Corporate Responsibility Officer, as further described in Section 16.

You are expected to deal fairly with our  customers,  suppliers,  employees  and
anyone else with whom you have contact in the course of performing  your job. No
employee may take unfair  advantage  of anyone  through  misuse of  confidential
information,  misrepresentation  of material  facts or any other unfair  dealing
practice.

Employees  involved in procurement  have a special  responsibility  to adhere to
principles  of fair  competition  in the  purchase of products  and  services by
selecting suppliers based exclusively on normal commercial considerations,  such
as quality, cost, availability,  service and reputation,  and not on the receipt
of special favors.

10.  GIFTS AND ENTERTAINMENT

Business  entertainment and gifts are meant to create goodwill and sound working
relationships  and not to gain improper with  customers or facilitate  approvals
from  government  officials.  Unless  express  permission  is  received  from  a
supervisor  or the Corporate  Responsibility  Officer,  entertainment  and gifts
cannot be offered,  provided or accepted by any employee unless  consistent with
customary  business  practices and not (a) excessive in value,  (b) in cash, (c)
susceptible of being construed as a bribe or kickback or (d) in violation of any
laws. This principle  applies to our transactions  everywhere in the world, even
where the practice is widely  considered "a way of doing  business."  Under some
statutes, such as the U.S. Foreign Corrupt

Practices Act (further  described in Section 5),  giving  anything of value to a
government  official to obtain or retain  business or  favorable  treatment is a
criminal act subject to prosecution and conviction. Discuss with your supervisor
or the Corporate  Responsibility  Officer any proposed entertainment or gifts if
you are uncertain about their appropriateness.

11.  ANTITRUST

Antitrust  laws are  designed to protect  the  competitive  process.  These laws
generally prohibit:
-    Agreements,  formal or informal,  with competitors that harm competition or
customers,  including price fixing and allocations of customers,  territories or
contracts;
-    Agreements,  formal or informal, that establish or fix the price at which a
customer may resell a product;



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-    The acquisition or maintenance of a monopoly or attempted  monopoly through
anti-competitive conduct.

Certain kinds of information,  such as pricing, production and inventory, should
not be  exchanged  with  competitors,  regardless  of how innocent or casual the
exchange may be and regardless of the setting, whether business or social.

Understanding  the requirements of antitrust and unfair  competition laws of the
various  jurisdictions where we do business can be difficult,  and you are urged
to seek assistance from your supervisor or the Corporate  Responsibility Officer
whenever you have a question relating to these laws.

12.  PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees are expected to protect our assets and ensure their efficient use.
Theft,  carelessness  and waste have a direct impact on our  profitability.  Our
property,  such as laboratory equipment,  office equipment,  office supplies and
computer  equipment,  are  expected  to be used  only  for  legitimate  business
purposes, although incidental personal use may be permitted. Employees should be
mindful  of the fact that we retain  the right to access,  review,  monitor  and
disclose any  information  transmitted,  received or stored using our electronic
equipment, with or without an employee's or third party's knowledge,  consent or
approval.  Any  misuse or  suspected  misuse of our assets  must be  immediately
reported to your supervisor or the Corporate Responsibility Officer.

13.  CONFIDENTIALITY

One of our most important assets is our confidential information.  Employees who
have  received or have access to  confidential  information  should take care to
keep  this  information  confidential.   Confidential  information  may  include
business,   marketing  and  service  plans,   financial   information,   product
architecture,  source  codes,  engineering  and  manufacturing  ideas,  designs,
databases,  customer  lists,  pricing  strategies,  personnel  data,  personally
identifiable  information  pertaining  to  our  employees,  customers  or  other
individuals (including,  for example,  names,  addresses,  telephone numbers and
social security numbers), and similar types of information provided to us by our
customers,  suppliers and partners. This information may be protected by patent,
trademark, copyright and trade secret laws.

Except when disclosure is authorized or legally mandated, you must not share our
or our suppliers' or customers'  confidential  information with third parties or
others within the Company, who have no legitimate business purpose for receiving
that  information.  Doing so would  constitute  a  violation  of the  employment
agreement that you signed upon joining us.  Unauthorized  use or distribution of
this  information  could also be illegal  and result in civil  liability  and/or
criminal penalties.

You  should  also  take  care  not  to   inadvertently   disclose   confidential
information.  Materials that contain  confidential  information,  such as memos,



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notebooks,  computer  disks and  laptop  computers  should  be stored  securely.
Unauthorized  posting or discussion of any information  concerning our business,
information or prospects on the Internet is prohibited.  You may not discuss our
business, information or prospects in any "chat room," regardless of whether you
use  your  own  name or a  pseudonym.  Be  cautious  when  discussing  sensitive
information  in  public  places  like  elevators,   airports,   restaurants  and
"quasi-public"  areas within the Company. All Company e-mails,  voicemails,  and
other  communications  are presumed  confidential and should not be forwarded or
otherwise  disseminated  outside  of the  Company,  except  where  required  for
legitimate business purposes.

In  addition  to the above  responsibilities,  if you are  handling  information
protected  by any  privacy  policy  published  by us,  then you must handle that
information solely in accordance with the applicable policy.

14.  MEDIA/PUBLIC DISCUSSIONS

It is our policy to disclose material information  concerning the Company to the
public only through specific limited channels to avoid  inappropriate  publicity
and to ensure that all those with an  interest  in the  Company  will have equal
access to  information.  All  inquiries  or calls  from the press and  financial
analysts  should be referred to the CEO,  President  or the  investor  relations
department.  We have  designated  our  CEO,  President  and CFO as our  official
spokespersons for financial matters. We have designated our CEO and President as
our  official   spokespersons   for  marketing,   technical  and  other  related
information.  Unless a specific exception has been made by the CEO, President or
CFO, these designees are the only people who may  communicate  with the press on
behalf of the Company.

15.  WAIVERS

Any waiver of this Code for executive  officers  (including,  where  required by
applicable laws, our principal  executive officer,  principal financial officer,
principal  accounting  officer or  controller  (or  persons  performing  similar
functions))  or directors may be authorized  only by our Board of Directors or a
committee  of the Board and will be  disclosed  to  stockholders  as required by
applicable laws, rules and regulations.

16.  COMPLIANCE STANDARDS AND PROCEDURES

COMPLIANCE RESOURCES
--------------------

To facilitate  compliance  with this Code, we have  established  the position of
Corporate   Responsibility  Officer  to  oversee  this  program.  The  Corporate
Responsibility  Officer is a person to whom you can  address  any  questions  or
concerns. We will keep all applicable persons informed as to the identity of and
the contact information for the Corporate Responsibility Officer.



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In  addition  to  fielding  questions  or  concerns  with  respect to  potential
violations of this Code,  the Corporate  Responsibility  Officer is  responsible
for:

-    Investigating possible violations of the Code;
-    Training new employees in Code policies;
-    Conducting annual training sessions to refresh employees'  familiarity with
the Code;
-    Distributing  copies of the Code  annually to each employee with a reminder
that each employee is responsible for reading,  understanding and complying with
the Code;
-    Updating  the Code as needed and alerting  employees  to any updates,  with
appropriate  approval of the Board of Directors,  to reflect changes in the law,
the Company's  operations and in recognized best  practices,  and to reflect the
Company's experience;
-    Otherwise promoting an atmosphere of responsible and ethical conduct.

Your  most  immediate  resource  for  any  matter  related  to the  Code is your
supervisor. He or she may have the information you need, or may be able to refer
the question to another  appropriate  source.  There may, however, be times when
you prefer not to go to your  supervisor.  In these  instances,  you should feel
free to discuss your concern with the Corporate Responsibility Officer.

CLARIFYING QUESTIONS AND CONCERNS; REPORTING POSSIBLE VIOLATIONS
----------------------------------------------------------------

If you  encounter  a  situation  or are  considering  a course of action and its
appropriateness is unclear,  discuss the matter promptly with your supervisor or
the Corporate  Responsibility Officer; even the appearance of impropriety can be
very damaging and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others,
you have a  responsibility  to report it. You are expected to promptly provide a
compliance  resource  with a  specific  description  of the  violation  that you
believe  has  occurred,  including  any  information  you have about the persons
involved  and the time of the  violation.  Whether you choose to speak with your
supervisor or the  Corporate  Responsibility  Officer,  you should do so without
fear of any form of retaliation. We will take prompt disciplinary action against
any employee who  retaliates  against you, up to and  including  termination  of
employment.

Supervisors  must  promptly  report  any  complaints  or  observations  of  Code
violations to the Corporate Responsibility Officer. The Corporate Responsibility
Officer will investigate all reported possible Code violations promptly and with
the  highest  degree of  confidentiality  that is  possible  under the  specific
circumstances.  Your  cooperation  in the  investigation  will be  expected.  As
needed,  the  Corporate  Responsibility  Officer  will consult with the Board of
Directors.

If the  investigation  indicates  that a  violation  of the  Code  has  probably
occurred,  we will take such  action as we believe to be  appropriate  under the



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circumstances.  If we  determine  that an  employee  is  responsible  for a Code
violation,  he or she  will  be  subject  to  disciplinary  action  up  to,  and
including,  termination of employment and, in appropriate cases, civil action or
referral for criminal prosecution. Appropriate action may also be taken to deter
any future Code violations.