KNOCKOUT HOLDINGS, INC.












                            CODE OF BUSINESS CONDUCT
                                   AND ETHICS








<PAGE>

                            KNOCKOUT HOLDINGS, INC.







Dear Fellow Employee:


Knockout Holdings, Inc. is at the forefront of a new business model.

We have charted a course which requires a very particular type of diligence in
our operations, ethics and business profile in order to guarantee successful
results.

In pursuit of this success, we rely on the extremely talented, hardworking and
dedicated associates with whom I am proud to be associated. Each of our
associates is entitled to a work environment that upholds the highest standard
of behavior and ethical conduct.

This Code of Business Conduct and Ethics of Knockout Holdings, Inc. confirms our
commitment to a common set of standards for creating a work environment that
will allow us to achieve success.

While this Code addresses a variety of business situations, it does not answer
all questions which might arise. The Company relies on each person's good faith
sense of what is right and prudent in the adherence to this Code.

Please read this Code of Business Conduct and Ethics in its entirety and then
sign the Certification Form on the last page of the Code and return it to the
Human Resources Department.

The Company's continued ability to adhere to its principles depends largely on
each associate's understanding of the purpose of the Code and on his or her
commitment to abide by its principles. Any questions or comments concerning this
Code should be brought to the attention of your supervisor or the Human
Resources representative.





John Bellamy
Chairman and Chief Executive Officer
Knockout Holdings, Inc.


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                             KNOCKOUT HOLDINGS, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS
                                TABLE OF CONTENTS
          -------------------------------------------------------------

I.    Policy

II.   Introduction

III.  Equal Employment Opportunity

IV.   Sexual and Other Unlawful Harassment

V.    Compliance with Laws, Rules and Regulations

VI.   Health, Safety and the Environment

VII.  Inside Information

VIII. Use of Company Time, Property and Supplies

IX.   Protection of Proprietary Confidential Information

X.    Company Records and Money

XI.   Antitrust and Competition

XII.  Conflicts of Interest

XIII. Company Trade Secrets

XIV.  Protection and Proper Use of Company Assets

XV.   Corporate Opportunities

XVI.  Fair Dealings

XVII. Quality of Public Disclosures

XVIII. Communication with the Media

XIX.  Political Contributions and Payments

XX.   Compliance with this Code and Reporting of any Illegal or Unethical
      Behavior

XXI.  Implementation of this Code of Business Conduct and Ethics

XXII. Waivers and Amendments

XXIII. Addendum: o Certification Form


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                             KNOCKOUT HOLDINGS, INC.

                            CODE OF BUSINESS CONDUCT
                                   AND ETHICS

Adopted:  3 March 2005


I. Policy

This policy establishes our company's requirements regarding personal and
professional, ethical and legal standards of conduct and the handling of
complaints of violations of those standards. It applies to all associates,
contractors and non-associate directors of Knockout Holdings, Inc.

It is the policy of Knockout Holdings, Inc. to conduct its business in
accordance with applicable laws of the United States and other jurisdictions in
which the Company operates and in accordance with the highest ethical standards
of business conduct. All associates shall adhere strictly to this policy.

While it is the Company's explicit policy to comply with all relevant federal,
state and local statutes, our commitment to ethical conduct in the affairs of
our business goes far beyond the prohibitions of any particular statute. The
Company's minimum requirements for the Code of Conduct and Business Ethics of
all associates are as follows:


II. Introduction

While covering a wide range of business practices and procedures, these
standards cannot and do not cover every issue that may arise, or every situation
where ethical decisions must be made, but rather set forth key guiding
principles that represent Company policies and establish conditions for
employment at the Company.

We must strive to foster a culture of honesty and accountability. Our commitment
to the highest level of ethical conduct should be reflected in all of the
Company's business activities including, but not limited to, relationships with
associates, customers, suppliers, competitors, the government and the public,
including our shareholders. All of our associates, officers and directors must
conduct themselves according to the language and spirit of this Code and seek to
avoid even the appearance of improper behavior. Even well-intentioned actions
that violate the law or this Code may result in negative consequences for
Knockout Holdings, Inc. and for the individuals involved.

One of our Company's most valuable assets is our reputation for integrity,
professionalism and fairness. We should all recognize that your actions are the
foundation of our reputation and adhering to this code and applicable law is
imperative.


III. Equal Employment Opportunity

Knockout Holdings, Inc. is an Equal Opportunity/Affirmative Action employer.
Knockout Holdings, Inc. will not tolerate discrimination against any associate
because of race, color, national origin or ancestry, gender, age, religious
convictions, or disability.


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<PAGE>

Knockout Holdings, Inc. is committed to providing equal employment opportunities
to all individuals without regard to race, color, religion, sex, national
origin, age, disability, marital status, sexual orientation, or any other
characteristic protected by law. For further information about the applicability
of Federal Equal Opportunity Laws, including the Americans with Disabilities
Act, the Equal Pay Act, the Age Discrimination in Employment Act, see Exhibit D
in the Appendices.

Knockout Holdings, Inc. does not discriminate on the basis of gender in
compensation or benefits for women and men who work in the same establishment
and perform jobs that require equal skill, effort, and responsibility and which
are performed under similar conditions.

Knockout Holdings, Inc. will make reasonable accommodations for qualified
individuals with known disabilities unless doing so would result in an undue
hardship. Any associate with a disability for which reasonable accommodation is
needed should contact a Human Resources Manager to discuss possible solutions.
Associates with questions or concerns about any type of discrimination in the
workplace are encouraged to bring these issues to the attention of a Human
Resources Manager. Associates can raise legitimate concerns and make good faith
reports without fear of reprisal. Anyone found to be engaging in any type of
unlawful discrimination will be subject to disciplinary action, up to and
including discharge.


IV. Sexual and Other Unlawful Harassment

Knockout Holdings, Inc. will endeavor to maintain a work environment that
nourishes respect for the dignity of each individual. This policy is adopted in
furtherance of that tradition.

It is against the policies of Knockout Holdings, Inc. for an associate to harass
another person because of the person's sex, race, color, religion, national
origin, age, disability, sexual orientation, marital status, or other
characteristic protected by law. Actions, words, jokes, or comments based on
such characteristics will not be tolerated.


Consequently, it is against the policies of Knockout Holdings, Inc. for an
associate to sexually harass another person. Unwelcome sexual advances, requests
for sexual favors and other verbal or physical conduct of a sexual nature
constitute sexual harassment when: (1) submission to such conduct is made either
explicitly or implicitly a term or condition of an individual's employment; (2)
submission to or rejection of such conduct by an individual is used as the basis
for employment decisions affecting such individual; or (3) such conduct has the
purpose or effect of unreasonably interfering with an individual's work
performance or environment.

Any associate who believes that he or she is being unlawfully harassed should
immediately contact their supervisor or a Human Resources Manager. All
complaints of harassment will be promptly, thoroughly and confidentially
investigated and, where necessary, appropriate corrective action will be taken.
Any person found to have unlawfully harassed another associate will be subject
to appropriate disciplinary action, up to and including discharge.


V. Compliance with Laws, Rules and Regulations

We are strongly committed to conducting our business affairs with honesty and
integrity and in full compliance with all applicable laws, rules and
regulations. No associate, officer or director of the Company shall commit an
illegal or unethical act, or instruct others to do so, for any reason.


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If you believe that any practice raises questions as to compliance with this
Code or applicable law, rule or regulation or if you otherwise have questions
regarding any law, rule or regulation, please contact your immediate supervisor,
or, if the situation is not resolved or addressed, the person above your
supervisor.


VI. Health, Safety and the Environment

The health and safety of our associates and the public is of utmost importance
to Knockout Holdings, Inc. Therefore, the Company strives to comply with health,
safety, and environmental laws and regulations. Each associate should be
diligent in planning and conducting his or her activities in a safe and
environmentally sound manner. Failure to adhere to the Company's policies and
procedures in these areas can be serious for the Company and for the safety of
the associates, officers or directors involved, as well as the communities in
which they operate and live.

The direct threat of unsafe working conditions to individual employees is
obvious, and the Company has developed guidelines to promote health and safety.
These guidelines are available through the Human Resources representative.

Knockout Holdings, Inc., including individual associates and officers, may be
liable not only for the costs of cleaning up pollution resulting from the
Company's activities, but also for significant civil penalties resulting from
violations of federal or state environmental regulations. If such violations are
committed knowingly or, in some cases negligently, very large criminal fines may
be sought from both the Company and the individuals involved. Many of the
criminal violations of the environmental laws are felony offenses which may
result in fines or imprisonment of the responsible associates and corporate
officers.

For all these reasons, it is the Company's policy to ensure compliance with
environmental, health and safety laws. All associates should take such laws very
seriously and make every effort to both prevent environmental incidents and
respond promptly and effectively to any that do occur despite our best efforts.

Associates are encouraged to report to their supervisor, Human Resources
representative, a Quality Control Manager or a Compliance Officer any concerns
they have related to these matters. Associates are required to report any
unauthorized environmental releases, accidents, or unsafe practices or
procedures.

Other Potential Threats to Health, Safety and the Environment include:

      o     Drugs and Alcohol

            o     Knockout Holdings, Inc. will not tolerate the use or
                  possession of illegal drugs on the job or on company property.
                  The use of alcohol shall be permitted during office hours or
                  on company property only during company organized and approved
                  events.

            o     Associate using alcohol without express permission, or
                  possessing illegal drugs on company property or while at work
                  or who report to work under the influence of alcohol or
                  illegal drugs will be subject to disciplinary action up to and
                  including discharge.

      o     Violence & Weapons

            o     Knockout Holdings, Inc. takes threats of violence extremely
                  seriously. Any act or threat of violence by or against any
                  associate, customer, supplier, partner or visitor is strictly
                  prohibited. This policy applies to all company associates,
                  whether on or off company property.


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            o     Any use or possession of weapons, whether illegal or not, is
                  prohibited on company property, or while on company business.
                  This includes knives, guns, martial arts weapons or any other
                  object that is used as a weapon. Any associate caught
                  possessing a weapon will be disciplined up to and including
                  termination.

      o     Smoking

            o     Smoking is not allowed in Knockout Holdings, Inc. offices or
                  within the building.


VII. Inside Information
Important information that has not yet become publicly available about either
Knockout Holdings, Inc. or publicly traded companies with which Knockout
Holdings, Inc. has business dealings is "Inside Information." Company personnel
who have access to Inside Information may not profit financially by buying or
selling or in any other way dealing in Company stock or the stock of another
publicly traded company about which the person has Inside Information. Nor may
Knockout Holdings, Inc. personnel benefit financially or in any other way by
passing on Inside Information to any other person. The use of Inside Information
in order to gain personal benefit is illegal regardless of how small the user's
profit from the transaction may be.

An easy way to determine whether information not yet publicly available is
defined as Inside Information is to ask whether the dissemination of the
information would be likely to affect the market price of the stock of the
company in question or whether it would be likely to be considered as important
information by investors who are considering purchasing or selling that
company's stock. If the information makes you want to buy or sell, it is likely
to have the same effect on others.

If you possess Inside Information, you must refrain from trading the stock of
the company concerned, from advising anyone else to do so or from communicating
the Inside Information to anyone else until you know that it has been
disseminated to the public.

Using non-public, Company information to trade in securities, or providing a
family member, friend or any other person with a "tip", is illegal. All such
non-public information should be considered inside information and should never
be used for personal gain.


VIII. Use of Company Property

      o     Telephones

Telephones are provided to enable employees to carry out work assignments in an
efficient manner. Personal telephone calls should be kept to a minimum and
personal toll calls should not be made at the expense of Knockout Holdings, Inc.

      o     Voicemail and Electronic Mail

All electronic and telephone communications and information transmitted by,
received from, or stored in these systems are the property of The Knockout
Holdings, Inc., and as such, are intended for job-related purposes. Personal use
should be kept to a minimum. Electronic or telephone communication systems may
not be used to transmit messages that may be considered inappropriate under The
Knockout Group, Inc.'s policies, (which include those prohibiting harassment).
Associate are not permitted to use a code, access a file or retrieve any stored
communication unless authorized to do so or unless they have received prior
clearance from an authorized company representative. All pass codes are the
property of Knockout Holdings, Inc. and may be used by Knockout Holdings, Inc.
to access electronic and telephone communications at any time. Knockout
Holdings, Inc. reserves the right to monitor any electronic, telephone or other
communications made using Knockout Holdings, Inc. systems or property.


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<PAGE>

      o     Company Vehicles

All company vehicles are to be used for business purposes only. Associates using
an assigned vehicle, whether leased or rented, for personal purposes must
receive prior written authorization from a supervisor to do so. Associate should
not rent a vehicle, nor use their own car when a company vehicle has been
assigned for company business use.

      o     Company Property

All company workspace, including the cabinets and lockers are the property of
Knockout Holdings, Inc. and must be available to management at all times. The
use of personal locks on any company property is strictly forbidden. No company
property may be used to store personal files or items. Company equipment,
including computers, photocopiers or printers are intended for company business.
Any personal use must be kept to a minimum.

      o     Postage, Shipping and Office Supplies

Postage, shipping and office supplies paid for by the company are for business
purposes and are not to be used for an associate's personal purposes.


IX. Protection of Confidential Proprietary Information

Confidential proprietary information generated and gathered in our business is a
valuable Company asset. Protecting this information plays a vital role in our
continued growth and ability to compete, and all proprietary information should
be maintained in strict confidence, except when disclosure is authorized by the
Company or required by law.

Your obligation to protect the Company's proprietary and confidential
information continues even after you leave the Company, and you must return all
proprietary information in your possession upon leaving the Company.


X. Company Records and Money

Company records must always be maintained and presented accurately and reliably.
No false or intentionally misleading entries may be made in the Company's books
or records. Company money must be accurately accounted for and may only be spent
for lawful, company-related purposes. Associates whose duties involve
verification of expenditures of Company money are responsible for the scrutiny
and verification of the legitimacy of all expenditures.


XI. Antitrust and Competition

Knockout Holdings, Inc. is committed to adherence to the Antitrust Laws, as
these laws seek to preserve a competitive economy where free enterprise can
flourish. To this end, the Company is dedicated to maintaining full compliance
with the antitrust laws of each jurisdiction within which the Company operates.

This policy is intended to acquaint associates with those areas involving
antitrust risk, so that legal advice can be obtained on a "before the fact"
basis. Federal, state and international antitrust laws are complex, and no
summary can address every situation which may arise. Accordingly, the Corporate
Officers should be consulted whenever a question arises concerning antitrust
laws or the policy and guidelines set forth below.

      o     Free and Fair Competition - The Company forbids any conduct that
            would unfairly and unlawfully diminish competition in the


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            marketplace. Examples of the types of conduct which are prohibited
            under the antitrust laws, and are therefore particularly
            unacceptable to Knockout Holdings, Inc. include, but are not limited
            to:

      o     Any agreements among competitors about price, allocation of markets,
            or allocation of customers.

      o     Any agreements with customers not to deal with a competitor.

      o     Price fixing - this can include setting minimum or maximum prices,
            or "stabilizing" prices, regardless of any possible justification or
            excuse. Price lists should never be obtained from competitors, nor
            should Company price lists ever be sent to competitors. These
            prohibitions apply not only to Knockout Holdings, Inc., but also to
            its transactions as a buyer competing to purchase goods and
            services.

      o     Terms Fixing - fixing terms related to price, pricing formulas,
            trade promotions, credit terms, etc.

      o     Allocation of Markets - This includes dividing up of markets,
            customers or territories. It is against The Knockout Group, Inc.
            policy to have any agreement or understanding with a competitor to
            allocate or divide up geographic areas, customers, groups of
            customers or lines of business or products. Such an agreement is per
            se unlawful. As with price fixing, even an informal understanding
            may be found to constitute an agreement, which is prohibited.
            Although Company membership in trade associations is permissible,
            such associations generally involve meetings of competitors. Those
            participating in trade association activities must maintain constant
            vigilance to avoid even the appearance of reaching or seeking an
            agreement as to prices or the allocation of markets, including by
            sharing non-public price or market information.

      o     Limiting of Production - All product quantities are to be
            manufactured and packaged with the sole intent of making the product
            available to the consumer, based on forecasts as approved by the
            Executive Management of Knockout Holdings, Inc. Production should
            never be, or give the appearance of being, limited for the purpose
            of encouraging or fostering a greater demand for the product, which
            could result in potentially driving up the price. Nor should any
            production be limited for the purpose of penalizing a customer,
            vendor or market for any reason.

      o     Relationships with Vendors/Customers - All vendors and customers are
            to be treated honestly and fairly. No payments, gifts of more than
            nominal value or any form of preferential treatment may be made to
            obtain or retain business, or to realize a certain price for Company
            products. No payments, direct or indirect, including gifts of more
            than nominal value or any form of preferential treatment, may be
            solicited or accepted from any vendor, customer or competitor of the
            Company.

            Money, gifts, repetitive or extensive entertainment and other favors
            which would imply or incur an obligation must not be accepted or
            given by employees or immediate members of their family in
            connection with transactions involving the Company. Acceptance of a
            meal, refreshments or entertainment in the normal course of business
            relations is permitted and, to the extent practical, should be
            reciprocated. The Company will promptly terminate any employee who
            offers or receives a bribe or a kickback. Such conduct is illegal
            and strictly forbidden.


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            Company records must always be maintained and presented accurately
            and reliably. No false or intentionally misleading entries may be
            made in the Company's books or records. Company money must be
            accurately accounted for and may only be spent for lawful,
            company-related purposes. Employees whose duties involve
            verification of expenditures of Company money are responsible for
            the scrutiny and verification of the legitimacy of all expenditures.

      o     Reporting of Meetings with Vendors.

            o     All meetings, scheduled or unscheduled, with vendors must be
                  reported on the appropriate company form, denoting the
                  particulars of the meeting, names of all parties present and
                  the nature and outcome of the business conducted.

      o     Relations With Vendors/Customers

                  Selection of Customers and Suppliers - Knockout Holdings, Inc.
                  as a general rule, has the right to select its customers or
                  suppliers. From an antitrust standpoint, as long as the
                  Company is acting alone, the Company may refuse to deal with
                  or terminate its relations with customers for legitimate
                  business reasons, such as the refusal of the customer to
                  conform to reasonable standards of performance, misuse or
                  misrepresentation of the Company's products, poor credit and
                  the like. Such action should be explainable and justifiable in
                  terms of the Company's legitimate interests.

                  Long-Term Agreements and Exclusive Agreements - To minimize
                  antitrust risk, Corporate Officers must approve any long-term
                  distribution or supply agreement (other than a simple,
                  short-term buy-sell agreement) that differs in any material
                  respect from one previously approved. The Corporate Officers
                  must approve all exclusive arrangements or agreements
                  providing that the Company will supply a purchaser's entire
                  requirement of a product or will purchase its entire
                  requirement from a single supplier.

                  Resale Prices - It is permissible to suggest resale prices to
                  customers. However, it is against Company policy and may be
                  unlawful to have any understanding or agreement concerning the
                  actual resale prices charged by its customers. It is up to the
                  customer, using its independent business judgment, to decide
                  whether to follow Company suggestions. It is generally against
                  Company policy and may be unlawful to condition further
                  dealings with the customer on adherence to our suggestions or
                  to otherwise pressure the customer in this regard. This policy
                  applies to maximum as well as minimum prices and to discounts,
                  allowances and other aspects of the customer's pricing
                  strategy.

            o     Non-price Restrictions - Non-price territorial and customer
                  limitations, such as location clauses, may be permissible in
                  agreements with customers or suppliers (but not with
                  competitors). However, before any such limitation is imposed


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                  the Corporate Officers should be consulted. Similarly, the
                  Corporate Officers should be consulted before any restrictions
                  are imposed on the handling of competitive merchandise by a
                  customer.

            o     "Tying" Arrangements - Both "tying" arrangements, the practice
                  of requiring a customer to purchase a product in order to
                  obtain another product, and "full line forcing," the practice
                  of requiring a customer to buy a full line of products or none
                  at all, may be unlawful. The Corporate Officers should be
                  consulted before any sale is made that suggests the
                  possibility of a tying or full line forcing arrangement.

            o     Price Discrimination and Promotional Allowances - The
                  Robinson-Patman Act prohibits a seller of goods (not
                  services)from discriminating in price between two or more
                  competing purchasers of the same goods in interstate commerce
                  where the effect of such discrimination is to injure
                  competition. The Act also prohibits, in certain circumstances,
                  geographic price discrimination and volume discounts as well
                  as the provision of more favorable services or allowances to
                  select customers. The Act applies to both buyers and sellers.

                  The Act generally does not apply to licenses of intellectual
                  property apart from the sale of goods, although in certain
                  cases other laws or regulations may apply.

            o     This area of the law is particularly complex, and decisions to
                  offer discounts for goods should be made only on consulting
                  with the Corporate Officers.

Any understanding or agreement with third parties, whether competitors,
customers or suppliers, to refrain from doing business with another party is
against Knockout Holdings, Inc. policy and may be unlawful.

Because any refusal to do business with an organization often carries with it
the possibility of litigation, whether initially or by termination of an
existing relationship, any Corporate Officer should be consulted in advance on
such matters.

The Company will promptly terminate any associate who offers or receives a bribe
or a kickback. Such conduct is illegal and strictly forbidden. Company records
must always be maintained and presented accurately and reliably.

No false or intentionally misleading entries may be made in the Company's books
or records.


XII. Conflicts of Interest

Our associates, officers and directors have an obligation to act in the best
interest of the Company. All employees, officers and directors should endeavor
to avoid situations that present a potential or actual conflict between their
interest and the interest of the Company.

A conflict of interest occurs when a person's private interest interferes in any
way, or even appears to interfere, with the interests of the Company, including
its subsidiaries and affiliates. A conflict of interest can arise when an
associate, officer or director takes an action or has an interest that may make
it difficult for him or her to perform his or her work objectively and
effectively.


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Conflicts of interest may also arise when an associate, officer or director (or
his or her family members) receives improper personal benefits as a result of
the associates, officers or directors position in the Company.

Although it would not be possible to describe every situation in which a
conflict of interest may arise, the following are examples of situations which
may constitute a conflict of interest:

      o     Working, in any capacity, for a competitor, customer or supplier
            while employed by the Company.

      o     Accepting gifts of more than modest value or receiving personal
            discounts or other benefits as a result of your position in the
            Company from a competitor, customer or supplier.

      o     Competing with the Company for the purchase or sale of property,
            services or other interests.

      o     Having an interest in a transaction involving the Company, a
            customer or supplier (other than as an associate, officer or
            director of the Company and not including routine investments in
            publicly traded companies).

      o     Receiving a non arms-length loan or guarantee of an obligation as a
            result of your position with the Company.

      o     Directing business to a supplier owned or managed by, or which
            employs, a relative or friend.

Situations involving a conflict of interest may not always be obvious or easy to
resolve. You should report actions that may involve a conflict of interest to
any Corporate Officer.

In order to avoid conflicts of interests, each of the senior executive officers
must disclose to the Executive Committee of the Board of Directors any material
transaction or relationship that reasonably could be expected to give rise to
such a conflict.


XIII. Company Trade Secrets

Proprietary information includes data developed or assembled on Company time or
at Company expense, that is unique in the sense that the end result is not
readily available generally without a like expenditure of time and money, even
though the basic data is known or observable. Trade secrets include all data
unique to the Company and discoverable only by associates in certain positions
in the Company. Information in these categories is the property of Knockout
Holdings, Inc. and any misapplication or misappropriation of that property may
prompt legal action by the Company.

No one should share proprietary information or trade secrets of the Company with
anyone outside the Company, or anyone within the Company not authorized to
receive that information. Nor should anyone solicit or accept from anyone
outside the Company any proprietary information or trade secrets of another
company. The Company has no interest either in receiving or using any
proprietary information or trade secrets of other companies, because to do so
would be unethical and improper. Further, no one should make any use of
materials protected by copyrights, trademarks, or patents without first bringing
the matter to the attention of any Corporate Officer.


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XIV. Protection and Proper Use of Company Assets

Protecting Company assets against loss, theft or other misuse is the
responsibility of every associate, officer and director. Loss, theft and misuse
of Company assets directly impact the Company's profitability.

Any suspected loss, misuse or theft should be reported to the persons
supervisor, or, if necessary, to the next above person in the chain of command.


XV. Corporate Opportunities

Associates, officers and directors are prohibited from taking for themselves
business opportunities that arise through the use of corporate property,
information or position. No associate, officer or director may use corporate
property, information or position for personal gain, and no associate, officer
or director may compete with the Company. Competing with Knockout Holdings, Inc.
may involve engaging in the same line of business as the Company, or any
situation where the associate, officer or director takes away from the Company
opportunities for sales or purchases of products, services or interests.


XVI. Fair Dealings

Each associate, officer and director of the Company should endeavor to deal
fairly with customers, suppliers, competitors, the public and one another at all
times and in accordance with ethical business practices. No one should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing practice.


XVII. Quality of Public Disclosures

The Company has a responsibility to provide full and accurate information in our
public disclosures, in all material respects, about the Company's financial
condition and results of operations. Our reports and documents filed with or
submitted to the Securities and Exchange Commission and our other public
communications shall include full, fair, accurate, timely and understandable
disclosure. Such disclosures are to be made only by those with the authority to
do so.


XVIII. Communications with the Media

Knockout Holdings, Inc. is committed to maintaining constructive contact with
the financial, trade and general news media.

Because of the prominent profile of the Company and its continual scrutiny by
members of the news media, it is vitally important that every associate strictly
observe the following procedures:

      o     Talking to Members of the News Media

            o     Associates not officially designated as spokespersons are
                  prohibited from commenting or providing documents or
                  information to members of the news media on matters pertaining
                  to the Company's strategies, transactions and financial
                  performance, or any other internal matters. This applies to
                  all media contacts, whether "on the record," "off the record,"
                  unattributed, anonymous or "background" contacts.


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<PAGE>

                  All inquiries from journalists about Company business must be
                  reported immediately to the designated Corporate Officer
                  before any response is made to the inquiry.

      o     Issuing News Releases

            o     Associates are prohibited from issuing news releases or
                  written statements about Company business to the news media, a
                  function which is exclusively handled by the designated
                  Corporate Officer. All news announcements of material
                  transactions, agreements, senior executive appointments, new
                  ventures and other extraordinary business developments must be
                  submitted to the designated Corporate Officer for prior
                  approval. Where practicable, Knockout Holdings, Inc. Corporate
                  Officers must be notified at least 24 hours in advance.


      o     Dealing with the Media on Non-Company Business

            o     Associates are encouraged to discuss with the appropriate
                  Corporate Officer any planned contact with the news media on
                  non-Company business where the associate's relationship to
                  Knockout Holdings, Inc. could be referenced in resulting
                  coverage.


      o     Speeches

            o     Prior to accepting an invitation to make a speech or appear on
                  a panel, the appropriate Public Relations department should be
                  advised. (Associates should be aware that remarks made in a
                  public forum can be covered by the media even if journalists
                  are not present.)

            o     When speaking in public or industry forums, associates should
                  be careful to distinguish personal views from Company
                  positions. Associates are prohibited from making any comment
                  that could reveal confidential information or, in any context
                  in which they may be considered to be speaking on behalf of
                  the Company, from making inappropriate or offensive remarks.

      o     Philanthropy

As a concerned corporate citizen, Knockout Holdings, Inc. is committed to
supporting worthy organizations in its communities and its industries; however,
the philanthropic community is considered a public forum, and the media may
attend and/or cover the event. In order to coordinate the Company's involvement
with and contributions to charitable organizations, the appropriate Corporate
Officer should be consulted prior to accepting an invitation to be honored
and/or take a leadership position at a charitable event. In addition, all
business-related charitable contributions, including in-kind donations of
Company resources, must be cleared in advance by the appropriate Corporate
Officer.


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XIX. Political Contributions and Payments

Federal law and Company policy prohibit the contribution of Knockout Holdings,
Inc. funds, assets, services or facilities to or on behalf of a federal
political party or candidate or political action committee ("PAC") or any
foreign political party or candidate. Contributions to state candidates and
political parties are controlled by individual state law. Any state
contributions by the Company must be approved by the appropriate Corporate
Officer in advance.

The Company is prohibited from compensating or reimbursing Company personnel, in
any form, for a political contribution that such persons intend to make or have
made. Any solicitation of Company employees for a trade association or other
Political Action Committee must be approved by the Corporate Officers.

The Company's policy is not intended to discourage or prohibit Company personnel
from voluntarily making personal political contributions, from participating in
the political process on their own time and at their own expense, from
expressing their personal views on legislative or political matters, or from
otherwise engaging in political activities.

Provision of any business courtesy to any government or political party
official, employee, candidate or agent, whether in the United States or in a
foreign country, must be approved by the appropriate Corporate Officers.

No payments or provision of other benefits from Company assets are to be made or
offered, directly or indirectly to any domestic or foreign government, official,
employee, candidate or agent, for the purpose of influencing, or because of, any
official act.


XX. Compliance with this Code and Reporting of any Illegal or Unethical Behavior

All associates, directors and officers are expected to comply with all of the
provisions of this Code. The Code of Business Conduct and Ethics will be
strictly enforced throughout the Company and violations will be dealt with
immediately, including corrective and/or disciplinary action such as dismissal
or removal from office. Violations of the Code that involve illegal behavior
will be reported to the appropriate authorities.

Situations which may involve a violation of ethics, laws or this Code may not
always be clear and may require difficult judgment. Associates should report any
concerns or questions about violations of laws, rules, regulations or this Code
to their supervisor, any Corporate Officer, any Executive Officer, the Executive
Committee, or in the case of accounting, internal accounting controls or
auditing matters, the Audit Committee of the Board of Directors.

Any concerns about violations of laws, rules, regulations or this Code by any
senior executive officer or director should be reported promptly to the
Executive Committee.

Knockout Holdings, Inc. encourages all associates, officers and directors to
report any suspected violations promptly and intends to thoroughly investigate
any good faith reports of violations. The Company will not tolerate any kind of
retaliation for reports or complaints regarding misconduct that were made in
good faith.

Open communication of issues and concerns by all associates without fear of
retribution or retaliation is vital to the successful implementation of this
Code.


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<PAGE>

You are required to cooperate in internal investigations of misconduct and
unethical behavior.

Knockout Holdings, Inc. recognizes the need for this Code to be applied equally
to everyone it covers. The Chief Administrative Officer (CAO) of the Company
will have primary authority and responsibility for the enforcement of this Code,
subject to the supervision of the Executive Committee, or, in the case of
accounting, internal accounting controls or auditing matters, the Audit
Committee of the Board of Directors, and the Company will devote the necessary
resources to enable the CAO to establish such procedures as may be reasonably
necessary to create a culture of accountability and facilitate compliance with
the Code. Questions concerning this Code should be directed to the CAO.


XXI. Implementation of the Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics is designed to ensure that business
conducted by Knockout Holdings, Inc. and its personnel complies with applicable
laws, rules, regulations and ethical standards.

      o     Compliance Officers

            o     At the direction of the Company's Board of Directors, Knockout
                  Holdings, Inc. Corporate Officers collectively shall serve as
                  the Corporate Compliance Officers. All Corporate Officers
                  report directly to the Audit Committee of the Board of
                  Directors.

      o     The Compliance Officers are Responsible for:

            o     ensuring that the Code is communicated to all associates;
            o     periodically reviewing the Company's operations to ensure
                  compliance with the Code;
            o     periodically reviewing and updating the Code of Business
                  Conduct and Ethics;
            o     ensuring that Company personnel obtain timely guidance on the
                  Code;
            o     investigating violations or suspected violations of the Code
                  of Business Conduct and Ethics; and
            o     determining necessary responsive actions, including
                  disciplinary actions, in the event of Code of Business Conduct
                  and Ethics violations.

The Corporate Officers are responsible for ensuring associates receive prompt
answers to questions concerning the Code of Business Conduct and Ethics. You may
direct questions regarding this Code to the Human Resources Department or any
Corporate Officer.

      o     Associate Communication

            o     Any questions concerning this Code or questions of
                  interpretation or application of this Code should be directed
                  to any Corporate Officer (including those of the operating
                  units). Any and all associate comments and inquiries will be
                  held in confidence to the extent reasonable, possible and
                  consistent with the Company's legal obligations under the
                  circumstances.


      o     Reporting Violations

            o     Any associates who knows of a violation or possible violation
                  of the Code of Business Conduct and Ethics or other Company
                  policy or applicable law (a "Violation") must report such
                  information to his or her supervisor, department head, Human
                  Resources representative, or any Corporate Officer.


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<PAGE>

            o     Reports may be made anonymously by writing to a Compliance
                  Officer. A sufficiently detailed description of the factual
                  basis for the allegations should be given in order to allow an
                  appropriate investigation. It must be noted that effective
                  investigation and appropriate resolution of reported
                  violations are made more difficult by anonymous reports.
                  Associates are urged to identify themselves when making any
                  reports. Reporting persons are not to conduct their own
                  investigations.

                  No one will be retaliated against because of a good faith
                  report or because he or she cooperated with an investigation
                  of a suspected violation. However, the submission of reports
                  or other information in bad faith constitutes a violation of
                  this Code of Business Conduct and Ethics, as does failure to
                  report a violation.

                  Reporting persons who wish to follow up on the result of an
                  investigation of a suspected violation should feel free to
                  contact a Compliance Officer who will respond to the extent
                  feasible and consistent with the Company's best interests and
                  legal obligations.


      o     Investigations

            o     All investigations will be directed by the designated
                  Corporate Officer with the assistance of other necessary
                  personnel.

                  It is each individual's responsibility to respond truthfully
                  and promptly to all inquiries made by Compliance Officers and
                  compliance personnel and to disclose any information which may
                  be pertinent. Withholding pertinent information or attempting
                  to mislead or misdirect any investigation may result in severe
                  disciplinary action. Moreover, if any person has reason to
                  believe that a violation has been committed, or that an
                  investigation by either the Company or a governmental agency
                  is under way, he or she must retain all potentially relevant
                  documents (including computer discs, computer tapes, hard
                  drives, audio tapes, etc.). If there is any doubt about the
                  propriety of destroying a document, a Compliance Officer must
                  be consulted in advance.

                  If any person has reason to believe that other individuals
                  have unlawfully destroyed or falsified, or are considering
                  destroying or falsifying, potentially relevant documents, a
                  Compliance Officer should be notified immediately.


      o     Disciplinary Actions

All Company personnel are responsible for following the Code of Business Conduct
and Ethics.

Disciplinary actions, up to and including termination, may be taken against
Company personnel who violate the policies set forth in the Code, including:

            o     Against company personnel who authorize or participate
                  directly or indirectly in actions which are a violation;

            o     Against company personnel who withhold information concerning
                  violations;

            o     Against the violator's supervisor(s), to the extent that the
                  circumstances of the violation reflect inadequate supervision
                  or lack of diligence;

            o     Against company personnel who attempt to retaliate, directly
                  or indirectly, or encourage others to do so, against an


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<PAGE>

                  individual who in good faith reports a violation or suspected
                  violation or against an individual who cooperates with an
                  investigation of such violation.

XXII. Waivers and Amendments

Any waivers of the provisions of this Code which may accommodate Corporate
Officers or Directors may only be granted by the Board of Directors and will be
promptly disclosed to the Company's shareholders.

Any waivers of this Code for other associates may only be granted by the
Executive Committee of the Board of Directors.

Amendments of the provisions in this Code applicable to the CEO and the Chief
Financial Officer will also be promptly disclosed to the Company's shareholders.


XXIII. Addendum

      o     Certification Form - A form is attached herewith. Additional copies
            are available in the Human Resources Office. This form must be
            completed annually.


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<PAGE>

                             KNOCKOUT HOLDINGS, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS
                                  CERTIFICATION


In order to promote an ethical environment within Knockout Holdings, Inc., the
Company requires that all employees complete and return this form. In many cases
simple disclosure is adequate to avoid an impermissible conflict of interest.
Please note that all exceptions are to be listed, even if previously approved.

Employee Certification:
I certify that I have received, read and understood Knockout Holdings, Inc.'s
Code of Business Conduct and Ethics, and I agree to follow the policies set
forth therein. I also certify that, except as noted below, neither I nor any
member of my immediate family, living with me, or who is dependant upon me, has,
within the last two years, to the best of my knowledge:

o     Accepted fees, commissions, property or favors (other than regular salary,
      bonus, and Company benefits) for personal benefit in connection with any
      transaction on behalf of the Company.

o     Accepted or offered any entertainment, gifts, transportation, or any other
      favor of more than $250 in value, or cash in any amount, from a current or
      would-be supplier, customer or competitor of the Company or any individual
      or enterprise having or seeking a business relationship with the Company.

o     Had a financial interest in customers, suppliers, competitors or any
      enterprise that was known to have a business relationship with the
      Company, except where that financial relationship is limited to 1% or less
      of a publicly held company.

o     Borrowed from or lent money to customers or suppliers except for normal
      banking transactions with financial institutions.

o     Personally taken advantage of business opportunities that might be of
      interest to the Company.

o     Engaged in business with, or as, a competitor, customer, or supplier of
      the Company or had any other business transactions with the Company other
      than in the ordinary course of employment.

o     Served as an officer, director, agent, employee, consultant, promoter, or
      in any other capacity for any for-profit organization which is a
      competitor, customer or supplier of Knockout Holdings, Inc.

o     Had immediate family members (spouse, parents, domestic partner, children,
      sisters, brothers, nephews and nieces either by blood or marriage)
      employed by a competitor, supplier or customer

 Operating Company:    THE KNOCKOUT GROUP, INC.

 Name (Please Print)______________________________________________________

 Title__________________________________________ Employee # ______________

 Exceptions (list any)____________________________________________________

 _________________________________________________________________________

 Signature_________________________________________ Date__________________


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