BUSINESS ETHICS AND
                         CODE OF CONDUCT

Summary:
FP, Inc. is committed to integrity as the cornerstone of the way it does
business. The Corporation and its executives have a responsibility to our
customers, employees, subcontractors, suppliers, competitors, local
communities and shareholders to conduct our business in an ethical and legal
manner. Therefore, the Corporation is compelled to do the following:

..     Provide a good return on investment to shareholders;

..     Ensure that all business dealings and transactions are handled in
      accordance with the highest standards of integrity, accuracy, honesty,
      and most of all  confidentiality. What is the Company's is the
      Company's. It is not free to be shared outside the Company.

..     Provide quality products and service to our customers, a good working
      environment for employees;

..     Respect the rights of all employees to fair treatment and equal
      opportunity, free from discrimination or harassment of any type;

..     Conduct business in compliance with and in the spirit of all federal,
      state and local laws and regulations; and


The Standards of Business Ethics & Conduct policy contains key points on
ethics that are incorporated into the corporate mission. It is a general
statement of principles and guidelines designed to help you make decisions
that reflect the highest ethical standards. It is imperative that all
officers, employees, agents and other representatives carefully understand and
diligently adhere to these guidelines. Even the appearance of misconduct or
impropriety can be very damaging to the reputation of the Corporation.

However, no publication can take the place of your sense of integrity and good
judgment. Ethical business conduct is essential to your individual success
during the course of your career, as well as to the Corporation's sustained
success and achievement of its long-term performance goals. Please review this
summary and refer to it whenever a question arises.


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Responsibilities:
Corporate executives must be aware of, alert and sensitive to situations that
could result in illegal, unethical or improper actions. Every employee has the
obligation to report potential or actual violations of Corporate Standards of
Business Ethics and Conduct. The executive staff is responsible for
encouraging a working environment where ethical concerns can be raised without
fear of retribution.

Gratuities:
A gratuity is any compensation, preferential treatment, entertainment, loan at
other than fair market rates and terms, service or promise of future benefits.
Personnel should not accept any of the foregoing from anyone currently or
seeking to do business with the Corporation.

In dealing with corporate business relationships, corporate officials and
public officials, no such activities should be considered unless they are
clearly appropriate, approved in writing by the CEO. The Corporation will not
tolerate attempts to influence government officials, suppliers, customers or
others through bribes, kickbacks or valuable gifts. Accordingly, favors may
not be solicited, and if a member of the executive staff is offered any
favors, they are to decline them and report the incident.

..     Relations with Government Employees

      Federal, state and local government departments and agencies are
      prohibited, with limited exceptions, from accepting gifts, gratuities or
      entertainment from contractors. The Corporation supports these rules,
      and executives must avoid situations that could be viewed as attempts to
      evade the requirements imposed on government employees.

..    Relations with Non-Government Personnel Customers and Suppliers

      Furnishing meals, refreshments and entertainment in conjunction with
      business discussions with non-governmental personnel are commonly
      accepted business practices. The Corporation permits its executives and
      managers to engage in this practice as long as such courtesies are
      infrequent, do not obligate the recipient, and are appropriate for the
      individuals involved and the business being transacted.


..     Receipt of Items by Corporation Personnel

      Invitations to social events, working luncheons or other
      business-related events are to be evaluated individually on their merit
      as a business activity. If there are sound business reasons for
      accepting, you may do so.

      You cannot allow suppliers or other business associates to influence
      your business decisions. Executives may accept advertising items of
      nominal


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      value ($25.00) from a supplier or business associate, but gifts of
      larger value must be returned. If there is any doubt about the value or
      the advisability of accepting and advertising item, ask the CEO.

      Executive and managers must fully document expenditures for meals,
      refreshments and entertainment and record them in accordance with the
      Corporation's current policy. (See Travel and Business Entertainment in
      the red Book)

Conflicts of Interest:
The Corporation has no desire to infringe upon the personal lives of its
executives. The Corporation respects the right of its executives to manage
their financial affairs, to make personal investments and to participate in
commercial enterprise.

However, a conflict of interest arises when a member of the executive staff, a
Manager or a Board member has an interest in any business or property or an
obligation to any person that could affect the individual's judgement in
fulfilling his responsibilities to the Corporation. Accordingly, corporate
executives are expected to refrain from any activity or investment that
constitutes, or might appear to constitute, a conflict of interest.

For example, an executive of the Corporation is not to have a substantial
holding in, or a professional affiliation with, a company with which FP does
business or with which FP competes. Executives may not use their positions at
the Corporation to benefit themselves, their relatives, their friends or their
private enterprises. A family or other personal relationship with a Company
supplier or competitor may also present a conflict of interest. As required by
corporate policy, an outside activity, relationship or investment in which an
executive is involved or may become involved that is, or has the potential for
appearing to be, a conflict of interest must be disclosed.

Compliance With Securities Laws And Regulations:
Executives, Managers, Board of Directors (or any employee) are prohibited by
federal law from purchasing or selling corporate securities on the basis of
"material inside information" and from communicating or relating such inside
information to others for that purpose. Information is "inside" if it has not
yet been made available to the public. Information is "material" if it is
likely to be of significance to an investor in determining whether to buy,
sell or hold any corporate security. Information (even seeming irrelevant) may
be significant for this purpose even if it alone would not determine the
investor's decision.

Likewise, you should not trade in securities of any other company about which
you have  material inside information obtained in the course of your
employment. Information regarding the automobile, medical or industrial
control industries is included. In other words, if you learned it while at FP
leave it a FP.

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Corporate Confidentiality:
The conduct of keeping proprietary and company information in confidence is
paramount to the success of the Company. The Standards of Business Ethics &
Conduct policy contains key points on confidentiality that are incorporated
into the Company services, product and work for customers. It is a general
statement of principles and guidelines designed to help you make decisions
that reflect the highest confidentiality. It is imperative that all officers,
managers, employees, agents and other representatives carefully understand and
diligently adhere to these guidelines.

Corporate Property And Security:
All executives have a responsibility to preserve the security of the
Corporation's employees, equipment, materials and other assets. Executives
should be alert to situations or incidents that could interfere with employee
security and/or lead to the loss, misuse or theft of corporate property.

Corporate communication systems and property (i.e. bulletin boards, desks,
voice mail, electronic mail systems, internet activities, time on the web,
computer system memory, memorandums, etc.) Are to be used only for business
purposes. Employee privacy will be protected to the extent feasible, but to
protect corporate interests, FP reserves the right to examine or search
Company property and employee property while on Company premises. Corporate
communication, any communication in the facilities, affairs of our customers
and vendors are property of the Corporation.  No Executive, Manager, Board of
Director, or Employee has authority to convey such property to another.

Civic Affairs, Religious Groups And Political Participation:
Executives that engage in political or religious activities do so on their own
time as private citizens, not as corporate representatives. Executives should
not loan or contribute corporate assets to any religious group, political
party or to the campaign of any political candidate in violation of federal,
state or local laws or regulations.

The Corporation strongly encourages its executives to participate in religion,
civic affairs and political activities. However, this involvement must be on
an individual basis and not at corporate expense.  Further, it must be made
clear that comments or statements on public or religious issues are those of
the individual and not the Corporation.

Antitrust Policy:
Activities that involve limiting competition, restraining trade and other
anti-competitive efforts to dominate a market can violate US antitrust laws.
Violations of antitrust laws can expose the Corporation and its executive
staff to criminal penalties and civil lawsuits that could limit the
Corporation's ability to carry on its business. Agreements with competitors
regarding pricing, terms or conditions of



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sale or allocation of products, business markets customers or territories are
prohibited.  It is also against corporate policy to communicate, directly or
indirectly, with any competitor regarding its present or contemplated business
actions, to include any pricing, terms or conditions of sales.

Non-Retaliation Policy:
Under no circumstances will any executive or any employee be subject to any
disciplinary action or retaliatory action for filing a report of violation or
potential violation. However, filing known false or malicious reports will not
be tolerated, and any executive or employee filing such reports will be
subject to appropriate disciplinary action.

Conflict Resolution:
The cost of being right may mean losing an important connection with another
person. Our executives are a team of professionals and the Corporation wants
to build and preserve good relationships. Executives are expected to try to
solve problems by involving the other person in the solution and making him or
her aware of any deficiencies or problem-causing behavior. If the problem is
such that it would be difficult to discuss directly, the executive should
bring it to the CEO. Only those problems that the CEO is not able to resolve
and appear to irreconcilable, will remain for the FP Board of Director's
consideration.

A meeting with the board and the CEO will be scheduled for the earliest
available time. The Board of Directors will hear the complaint and issue a
final decision. If the issue is one that involves the CEO and would be
difficult to discuss with him, it may be brought to the CFO to consider and
request a meeting with the FP Board.

Cause for Removal of an Executive or Manager:

Although the following is not all-inclusive, under no circumstances may an
Executive or Manger of the Corporation:

      .     Engage in illegal activities on or off the job.
      .     Engage in unethical behavior on behalf of the Corporation.

      .     Provide and/or use "material insider information for personal
            gain.

      .     Sexually harass or verbally or physically abuse any employee or
            representative of the Company or its suppliers or customers.

      .     Function under the influence of alcohol or illegal drugs when on
            corporate business.

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      .     Offer bribes or other illegal incentives to employees,
            competitors, potential or existing customers, suppliers,
            stockholders or other corporate constituents.

      .     Accept bribes or other illegal incentives from employee's
            competitors, potential or existing customers, suppliers,
            stockholders or other corporate constituents.

      .     Fight or physically attach any employee for any reason except in
            self defense.

      .     Lie or conspire to undermine the normal affairs of the Company or
            damage the standing or reputation of a corporate employee.

      .     Behave in any manner that brings disrepute to the Corporation.