EXHIBIT 14


                                 CODE OF ETHICS

Preface

     The chief executive officer, chief financial officer, comptroller, chief
accounting officer or persons performing similar functions (collectively,
"Senior Financial Officers") hold an important and elevated role in corporate
governance. Senior Financial Officers fulfill this responsibility by prescribing
and enforcing the policies and procedures employed in the operation of the
enterprise's financial organization, and by demonstrating the following:

1.   Honest and Ethical Conduct

     Senior Financial Officers will exhibit and promote the highest standards of
     honest and ethical conduct through the establishment and operation of
     policies and procedures that:

  o  Encourage and reward professional integrity in all aspects of the financial
     organization, by eliminating inhibitions and barriers to responsible
     behavior, such as coercion, fear of reprisal, or alienation from the
     financial organization or the enterprise itself.
  o  Prohibit and eliminate the appearance or occurrence of conflicts between
     what is in the best interest of the enterprise and what could result in
     material personal gain for a member of the financial organization,
     including Senior Financial Officers.
  o  Provide a mechanism for members of the finance organization to inform
     senior management of deviations in practice from policies and procedures
     governing honest and ethical behavior.
  o  Demonstrate their personal support for such policies and procedures through
     periodic communication reinforcing these ethical standards throughout the
     finance organization.

2.   Financial Records and Periodic Reports

     Senior Financial Officers will establish and manage the enterprise
     transaction and reporting systems and procedures to ensure that:

  o  Business transactions are properly authorized and completely and accurately
     recorded on the Company's books and records in accordance with Generally
     Accepted Accounting Principles (GAAP) and established company financial
     policy.
  o  The retention or proper disposal of Company records shall be in accordance
     with established enterprise financial policies and applicable legal and
     regulatory requirements.
  o  Periodic financial communications and reports will be delivered in a manner
     that facilitates the highest degree of clarity of content and meaning so
     that readers and users will quickly and accurately determine heir
     significance and consequence.

3.   Compliance with Applicable Laws, Rules and Regulations

     Senior Financial Officers will establish and maintain mechanisms to:

  o  Educate members of the finance organization about any federal, state or
     local statute, regulation or administrative procedure that affects the
     operation of the finance organization and the enterprise generally.
  o  Monitor the compliance of the finance organization with any applicable
     federal, state or local statute, regulation or administrative rule

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  o  Identify, report and correct in a swift and certain manner, any detected
     deviations from applicable federal, state or local statute or regulation.

                  WRITTEN ASSENT TO BE BOUND BY CODE OF ETHICS

     The undersigned hereby agrees to be bound by and to strictly adhere to all
of the terms of the attached code of ethics.

                                                  Sincerely,


                                                  By: __________________________
                                                  Name: ________________________
                                                  Title: _______________________


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