EXHIBIT 14.1


                                 FANTATECH, INC.


                           CODE OF CONDUCT AND ETHICS



    THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE
   OFFICER (THE "CEO"), CHIEF OPERATING OFFICER (THE "COO") AND CHIEF FINANCIAL
      OFFICER (THE"CFO")), AND EMPLOYEE OF FANTATECH, INC. (THE "COMPANY").




                                  December 2004


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<TABLE>
<CAPTION>
                        FANTATECH, INC.
                 CODE OF CONDUCT AND ETHICS


CONTENTS                                                                    PAGE
<S>       <C>                                                               <C>
1.        Forward                                                              3
2.        Objectives                                                           3
3.        Applications                                                         3
4.        Ethics Administrator                                                 4
5.        Amendments And Modifications Of This Code                            4
6.        Compliance With Laws, Rules And Regulations                          4
7.        Accounting Policies                                                  4
8.        Filing Of Government Reports                                         5
9.        Disclosure Policies And Controls                                     5
10.       Investor Relations And Public Affairs                                6
11.       Conflicts Of Interest                                                6
12.       Insider Trading Or Tipping                                           7
13.       Corporate Opportunities And Use And Protection of Company Assets     8
14.       Intellectual Property: Patents, Copyrights And trademarks            9
15.       Record And Document                                                 10
16.       Computer And Information Systems                                    10
17.       Confidential Information Belonging To Others                        10
18.       Confidential And Proprietary Information                            10
19.       Environment, Health And Safety                                      12
20.       Bribery                                                             12
21.       Foreign Corrupt Practices Act                                       12
22.       Political Contributions                                             12
23.       Anti-Boycott And U.S. Sanctions Laws                                13
24.       Antitrust And Fair Competition Laws                                 13
25.       Prohibited Substances                                               14
26.       Reporting Violations Of This Code                                   14
27.       Discipline For Noncompliance With This Code                         15
28.       Waivers                                                             15
29.       Consideration before action                                         15
</TABLE>


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1.   FORWARD

For the furtherance of the Company's fundamental principles of honesty,
faithfulness, fairness and frankness, the Board of Directors of the Company has
established and adopted this Code of Conduct and Ethics (the "Code"). This Code
is endorsed by the Company's Audit Committee.


2.   OBJECTIVES

This Code endeavors to prevent misconduct and wrongdoing, and to promote the
following objectives:

     -    ethical and honest business conduct;

     -    avoid and deter fraud and conflicts of interest;

     -    full, fair, accurate, timely and transparent reporting and disclosure;

     -    compliance  with  applicable  statutory  and  self-regulatory
          organization laws, rules and regulations;

     -    prompt internal reporting of Code contraventions and violations; and

     -    accountability and liability for compliance with the Code.


3.   APPLICATIONS

Situations listed below are some of the examples of occasions that require
application of the Company's fundamental principles and the promotion of its
objectives. If any directors, officers or employees (collectively referred as
the "Employees" in this Code) believe that there is a conflict between this Code
and a specific procedure, the Company's Board of Directors should be consulted
for guidance.

Each of the Company's directors, officers and employees is expected to:

     -    understand  the  requirements  of  their  job position in the Company,
          including  the  Company's  expectations  and  governmental  rules  and
          regulations that apply to their position;

     -    comply with this Code and all applicable laws, rules and regulations;

     -    report  any  violation  and  contraventions  of  this  Code  whenever
          they become aware of ; and

     -    be accountable for complying with this Code.


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4.   ETHICS ADMINISTRATOR

All matters concerning this Code shall be administered, handled and interpreted
by the Board of Directors of the Company. The Audit Committee should be notified
of all material issues in relation to the implementation of this Code.


5.   AMENDMENTS AND MODIFICATIONS OF THIS CODE

There shall be no amendment or modification to this Code except upon approval by
the Company's Board of Directors with the endorsement of the Audit Committee.

In case of any material amendment or modification of this Code that applies to
an officer or director of the Company, the amendment or modification shall be
posted on the Company's website within seven days of the Board vote or shall
otherwise be disclosed as required by applicable law or the rules of any stock
exchange or market on which the Company's securities are listed for trading.
Notice posted on the website shall remain there for a period of twelve months
and shall be retained in the Company's files as required by law.


6.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company's goal and intention is to comply with the laws, rules and
regulations by which it is governed. The Company strives to comply not only with
requirements of the law but also with recognized compliance practices. All
illegal activities or illegal conduct are prohibited irrespective whether they
are specifically set forth in this Code.

Where law does not govern a situation or where the law is unclear or
conflicting, Employees should discuss the situation with their supervisor, the
CEO /COO or the chairman of the Board of Directors, who may then direct the
issue to the legal counsel of the Company. Business should always be conducted
in a fair and forthright manner. Directors, officers and employees are expected
to act according to high moral and ethical standards.


7.   ACCOUNTING POLICIES

The Company shall make and keep books, records and accounts, which should be in
reasonable detail, accuracy and fairness to present the Company's activities and
transactions and in accordance with the generally accepted accounting principles
applicable to the territories where the Company operates its businesses.

All  directors,  officers,  employees  and  other  persons  are  proscribed from
directly  or  indirectly  falsifying  or  causing  to be false or misleading any
financial  or  accounting  books,  records or accounts. Employees and others are
expressly prohibited from directly or


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indirectly manipulating an audit, and from destroying or tampering with any
records, documents or tangible objects with the intent to obstruct a pending or
contemplated audit, review or investigation. The commission of, or participation
in, one of these forbidden activities or other illegal conduct will subject the
Employees and others to legal penalties, as well as to punishment, up to and
including termination of employment.

No director, officer or employee of the Company may directly or indirectly make
or cause to be made a materially false or misleading statement; or omit to
state, or cause another person to omit to state, any material fact necessary to
make such statements made not misleading, in connection with the audit of
financial statements by independent accountants, or the preparation of any
required reports whether by independent or internal accountants, or any other
work which involves or relates to the filing of a document with the Securities
and Exchange Commission ("SEC").


8.   FILING OF GOVERNMENT REPORTS

Any reports or information provided, on behalf of the Company, to federal,
state, local or foreign governments should be true, complete and accurate. Any
omission, misstatement or lack of attention to detail could result in a
violation of the reporting laws, rules and regulations.


9.   DISCLOSURE POLICIES AND CONTROLS

The continuing excellence of the Company's reputation depends upon proper and
complete disclosure of essential information about the Company that is used in
the securities marketplace. Our financial and non-financial disclosures and
filings with the SEC must be transparent, accurate and timely. Proper reporting
of reliable, truthful and correct information is a complex process involving
cooperation between many departments and disciplines. Employees must all work
together to insure that consistent, truthful and accurate information is
disclosed to the public.

The Company must disclose to the SEC, current security holders and the investing
public information that is required, and any additional information that may be
necessary to ensure the required disclosures are not misleading or inaccurate.
The Company requires its Employees to participate in the disclosure process,
which is overseen by the CEO, COO and CFO. The disclosure process is designed to
record, process, summarize and report material information as required by all
applicable laws, rules and regulations. Participation in the disclosure process
is a requirement of a public company, and full cooperation and participation by
the CEO, COO and CFO and other employees in the disclosure process is a
requirement of this Code.

Officers and employees must fully comply with their disclosure responsibilities
in an accurate and timely manner or be subject to discipline of up to and
including termination of employment.


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10.  INVESTOR RELATIONS AND PUBLIC AFFAIRS

The information disseminated about the Company must be both accurate and
consistent. Accordingly, all matters relating to the Company's internal and
external communications are to be handled by the CEO and/or the COO (or, if
retained for such purpose, a public relations consultant). The Company's CEO and
COO (or a public relations consultant retained by the Company) are responsible
for public communications with stockholders, analysts and other interested
members of the financial community. The CEO and COO (or a public relations
consultant retained by the Company) are also responsible for the marketing and
advertising activities and communication with employees, the media, local
communities and government officials. The CEO and/or COO or their appointee
should serve as the Company's spokesperson in both routine and crisis
situations.


11.  CONFLICTS OF INTEREST

Conflicts of interest can arise in virtually every area of the Company's
operations. A "conflict of interest" exists whenever an individual's private
interests interfere or conflict in any way (or even appear to interfere or
conflict) with the interests of the Company. The Company and its Employees must
strive to avoid conflicts of interest. Each decision should be made solely in
the best interest of the Company. Any business, financial or other relationship
with suppliers, customers or competitors that might impair or appear to impair
the exercise of this "solely for the benefit of the Company" objective is
prohibited.

Listed below are some examples of conflicts of interest:

     -    FAMILY  MEMBERS  --  Actions  of  family members may create a conflict
          of interest. For example, gifts to family members by a supplier of the
          Company  are  considered  gifts to the Company's Employees and must be
          reported.  Doing  business  for  the  Company with organizations where
          Employees'  family members are employed or that are partially or fully
          owned  by the family members or close friends may create a conflict or
          the  appearance  of  a conflict of interest. For purposes of this Code
          "family  members"  includes  any child, stepchild, grandchild, parent,
          stepparent,  grandparent,  spouse,  sibling,  mother-in-law,
          father-in-law,  son-in-law,  daughter-in-law,  brother-in-law  or
          sister-in-law, and adoptive relationships.

     -    GIFTS,  ENTERTAINMENT,  LOANS,  OR  OTHER  FAVORS  --  Directors,
          officers  and  employees  shall  not  seek  or  accept  personal gain,
          directly or indirectly, from anyone soliciting business from, or doing
          business with the Company, or from any person or entity in competition
          with  the  Company.  Examples  of  such  personal  gains  are  gifts,
          non-business-related  trips, gratuities, favors, loans, and guarantees
          of  loans,  excessive entertainment or rewards. However, Employees may
          accept  gifts  of  a  nominal  value.  Other  than  common  business
          courtesies, directors, officers, employees and independent contractors
          must not offer or provide anything to any person or organization


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          for  the  purpose  of  influencing  the  person  or  organization  in
          their business relationship with the Company.

          Directors,  officers  and  employees  are  expected  to  deal  with
          advisors  or  suppliers  who best serve the needs of the Company as to
          price,  quality  and service in making decisions concerning the use or
          purchase  of  materials,  equipment,  property or services. Directors,
          officers  and  employees  who use the Company's advisors, suppliers or
          contractors  in  a  personal capacity are expected to pay market value
          for materials and services provided.

     -    OUTSIDE  EMPLOYMENT  --  Officers  and  employees  may not participate
          in  outside  employment,  self-employment,  or  serve  as  officers,
          directors,  partners or consultants for outside organizations, if such
          activity:

               -    reduces work efficiency;

               -    interferes  with  their  ability  to  act conscientiously in
                    the Company's best interest; or

               -    requires  them  to  utilize  the  Company's  proprietary  or
                    confidential procedures, plans or techniques.

          Employees  must  inform  their  supervisor  or  the  CEO  / COO of any
          outside  employment,  including  the employer's name and expected work
          hours.

Employees should report any actual or potential conflict of interest involving
themselves or others of which they become aware of to their supervisor or the
CEO / COO. Officers and directors should report any actual or potential conflict
of interest involving themselves or others of which they become aware of to the
chairman of the Board of Directors.


12.  INSIDER TRADING OR TIPPING

Directors, officers and employees who are aware of material, non-public
information from or about the Company (an "insider"), are not permitted,
directly or through family members or other persons or entities, to:

     -    trade  securities  (or  derivatives  relating  to  such securities) of
          the Company basing on those privileged information, or

     -    pass  on,  tip  or  disclose  those  material nonpublic information to
          others outside the Company including family and friends.

Such buying, selling or trading of securities may be punished by discipline of
up to and including termination of employment; civil actions, resulting in
penalties of up to three


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times the amount of profit gained or loss avoided by the inside trade or stock
tip, or criminal actions, resulting in fines and jail.

Examples of information that may be considered material, non-public information
in some circumstances are:

     -    undisclosed  annual,  quarterly  or  monthly  financial  results,  a
          change  in  earnings or earnings projections, or unexpected or unusual
          gains or losses in major operations;

     -    undisclosed  negotiations  and  agreements  regarding  mergers,
          concessions,  joint  ventures,  acquisitions,  divestitures,  business
          combinations or tender offers;

     -    undisclosed major management changes;

     -    a substantial contract award or termination that has not been publicly
          disclosed;

     -    a major lawsuit or claim that has not been publicly disclosed;

     -    the  gain  or  loss  of  a  significant  customer or supplier that has
          not been publicly disclosed;

     -    an undisclosed filing of a bankruptcy petition by the Company;

     -    information that is considered confidential; and

     -    any  other  undisclosed  information  that  could affect the Company's
          stock price.

The same policy also applies to securities issued by another company if
Employees have acquired material, nonpublic information relating to such company
in the course of their employment or affiliation with the Company.

When material information has been publicly disclosed, each insider must
continue to refrain from buying or selling the securities in question until the
third business day after the information has been publicly released to allow the
markets time to digest and absorb the information.


13.  CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS

Employees have the duty to the Company to advance the Company's legitimate
interests when the opportunity to do so arises. Employees are prohibited from:


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     -    taking  for  themselves  personally,  opportunities  that  are
          discovered  through  the  use  of  Company  property,  information  or
          position;

     -    using  Company  property,  information  or position for personal gain;
          or

     -    competing with the Company.

Employees are personally responsible and accountable for the proper expenditure
of Company funds, including money spent for travel expenses or for customer
entertainment. They are also responsible for the proper use of property over
which they have control, including both Company property and funds and property
that customers or others have entrusted to their custody. Company assets must be
used only for proper purposes.

Company property should not be misused nor be sold, loaned or given away
regardless of condition or value, without proper authorization. Each director,
officer and employee should protect the Company's assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. Company assets should be used only for legitimate
business purposes.


14.  INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS

The term intellectual property includes any invention, discovery, concept, idea,
or writing whether protectable or not by any United States or foreign copyright,
trademark, patent, or common law including, but not limited to designs,
materials, compositions of matter, machines, manufactures, processes,
improvements, data, computer software, writings, formula, techniques, know-how,
methods, as well as improvements thereof or know-how related thereto concerning
any past, present, or prospective activities of the Company. Except as otherwise
agreed to in writing between the Company and an officer or employee, all
intellectual property the Employees conceive or develop during the course of
their employment shall be the sole property of the Company. Officers and
employees must promptly disclose in writing to the Company any intellectual
property developed or conceived either solely or with others during the course
of their employment and must render any and all aid and assistance, at the
Company's expense, to secure the appropriate patent, copyright, or trademark
protection for such intellectual property.

Copyright laws may protect items posted on a website. Unless a website grants
permission to download the Internet content, Employees generally only have the
legal right to view the content. If the Employees do not have permission to
download and distribute specific website content but they have done so, they
should contact their supervisor or the CEO / COO, who may refer the case to the
Company's legal counsel.

If the Employees are unclear as to the application of this Intellectual Property
Policy or if questions arise, they should consult with their supervisor or the
CEO / COO who may refer the issue to the Company's legal counsel.


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15.  RECORD AND DOCUMENTS

The alteration, destruction or falsification of corporate documents or records
may constitute a criminal act. Destroying or altering documents with the intent
to obstruct a pending or anticipated official government proceeding is a
criminal act and could result in large fines and a prison sentence. Document
destruction or falsification in other contexts can result in a violation of the
federal securities laws or the obstruction of justice laws.


16.  COMPUTER AND INFORMATION SYSTEMS

For the purposes of discharging their duties and carry out the Company's
business, officers and employees are provided with telephones and computer
workstations as well as the necessary software, including network access to
computing systems such as the Internet and e-mail, to improve personal
productivity and to efficiently manage proprietary information in a secure and
reliable manner. Employees must obtain the permission from their supervisor or
the CEO to install any software on any Company computer or connect any personal
laptop to the Company network. As with other equipment and assets of the
Company, Employees are each responsible for the appropriate use of these assets.
Except for limited personal use of the Company's telephones and computer/e-mail,
such equipment may be used only for business purposes. Officers and employees
should not expect a right to privacy of their e-mail or Internet use. All
e-mails or Internet use on Company equipment is subject to monitoring by the
Company.


17.  CONFIDENTIAL INFORMATION BELONGING TO OTHERS

Employees must respect the confidentiality of information, including, but not
limited to, trade secrets and other information given in confidence by others,
including but not limited to partners, suppliers, contractors, competitors or
customers, just as one protects his/her own confidential information. However,
certain restrictions about the information of others may place an unfair burden
on the Company's future business. For that reason, directors, officers and
employees should coordinate with his/her supervisor or the CEO/COO to ensure
appropriate agreements are in place prior to receiving any confidential
third-party information. In addition, any confidential information that
Employees may possess from an outside source, such as a previous employer, must
not, so long as such information remains confidential, be disclosed to or used
by the Company. Unsolicited confidential information submitted to the Company
should be refused, returned to the sender where possible and deleted or
destroyed, if received via the Internet or by Fax or by post.


18.  CONFIDENTIAL AND PROPRIETARY INFORMATION

Confidential and proprietary information about the Company or its business
associates belongs to the Company, must be treated with strictest confidence and
is not to be disclosed or discussed with others. It is the Company's policy to
ensure that all operations,


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activities and business affairs of the Company and our business associates are
kept confidential to the greatest extent possible. Confidential information
includes all non-public information that might be of use to competitors, or that
might be harmful to the Company or its customers if disclosed.

Unless otherwise agreed to in writing, confidential and proprietary information
includes any and all methods, inventions, improvements or discoveries, whether
or not patentable or copyrightable, and any other information of a similar
nature disclosed to the directors, officers or employees of the Company or
otherwise made known to the Company as a consequence of or through employment or
association with the Company (including information originated by the director,
officer or employee). This can include, but is not limited to, information
regarding the Company's business, products, processes, procedures and services.
It can also include information relating to research, development, inventions,
trade secrets, intellectual property of any type or description, data, business
plans, marketing strategies, engineering, contract negotiations, contents of the
Company intranet and business methods or practices.

The following are examples of information that is not considered confidential:

     -    information  that  is in the public domain to the extent it is readily
          available;

     -    information  that  becomes  generally  known  to the public other than
          by disclosure by the Company or a director, officer or employee; or

     -    information  you  receive  from  a  party  that  is  under  no  legal
          obligation  of  confidentiality  with the Company with respect to such
          information.

The Company has exclusive property rights to all confidential and proprietary
information regarding itself or its business associates. The unauthorized
disclosure of this information could destroy the value to the Company and give
others an unfair advantage. Employees are responsible for safeguarding Company
information and complying with established security controls and procedures. All
documents, records, notebooks, notes, memoranda and similar repositories of
information containing information of a secret, proprietary, confidential or
generally undisclosed nature relating to the Company or its operations and
activities made or compiled by the director, officer or employee or made
available to Employees prior to or during the term of their association with the
Company, including any copies thereof, unless otherwise agreed to in writing,
belong to the Company and shall be held by the Employees in trust solely for the
benefit of the Company, and shall be delivered to the Company by the Employees
on the termination of their association with the Company or at any other time
the Company requests.


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19.  ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to managing and operating its assets in a manner that
is protective of human health and safety and the environment. It is the
Company's policy to comply, in all material respects, with applicable health,
safety and environmental laws and regulations. Each of the Employees is also
expected to comply with the policies, programs, standards and procedures of the
Company.


20.  BRIBERY

Employees are strictly forbidden from offering, promising or giving money,
gifts, loans, rewards, favors or anything of value to any governmental official,
employee, agent or other intermediary (either inside or outside the United
States) which is prohibited by law. Those paying a bribe may subject the Company
and themselves to civil and criminal penalties. When dealing with government
customers or officials, no improper payments should be allowed or tolerated. Any
offer of money or gifts that is intended to influence a business decision, it
should be reported to supervisor, CEO/COO or the chairman of the Board of
Directors immediately.

The Company prohibits improper payments in all of its activities, whether these
activities are with governments or in the private sector.


21.  FOREIGN CORRUPT PRACTICES ACT

The United States Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to foreign government officials or foreign
political candidates in Order to obtain, retain or direct business. Accordingly,
corporate funds, property or anything of value may not be, directly or
indirectly, offered or given by the Employees or an agent acting on their
behalf, to a foreign official, foreign political party or official thereof or
any candidate for a foreign political office for the purpose of influencing any
act or decision of such foreign person or inducing such person to use his/her
influence or in order to assist in obtaining or retaining business for, or
directing business to, any person.

Employees are also prohibited from offering or paying anything of value to any
foreign person if it is known or there is a reason to know that all or part of
such payment will be used for the above-described prohibited actions. This
provision includes situations when intermediaries, such as affiliates, or
agents, are used to channel payoffs to foreign officials.


22.  POLITICAL CONTRIBUTIONS

Employees must refrain from making any use of Company, personal or other funds
or resources on behalf of the Company for political or other purposes which are
improper or prohibited by the applicable federal, state, local or foreign laws,
rules or regulations.


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Company contributions or expenditures in connection with election campaigns will
be permitted only to the extent allowed by federal, state, local or foreign
election laws, rules and regulations.

Employees are encouraged to participate in the political process within the
legally allowed framework as regulated by authority of the jurisdiction where
the Company's business is located. The Company believes that individual
participation is a continuing obligation of a responsible citizen.


23.  ANTI-BOYCOTT AND U.S. SANCTIONS LAWS

The Company must comply with anti-boycott laws of the United States, which
prohibit it from participating in, and require it to report to the authorities
any request to participate in, a boycott of a country or businesses within a
country. If Employees receive such a request, it should be reported to their
immediate superior, the CEO/COO, or to the chairman of the Board of Directors.
The Company will not engage in business with any government, entity,
organization or individual, where doing so is prohibited by the applicable laws.

24.  ANTITRUST AND FAIR COMPETITION LAWS

The purpose of antitrust laws of the United States and most other countries is
to provide a level playing field to economic competitors and to promote fair
competition. No director, officer or employee, under any circumstances or in any
context, may enter into any understanding or agreement, whether express or
implied, formal or informal, written or oral, with an actual or potential
competitor, which would illegally limit or restrict in any way either party's
actions, including the offers of either party to any third party. This
proscription includes any action relating to prices, costs, profits, products,
services, terms or conditions of sale, market share or customer or supplier
classification or selection.

It is the Company's policy to comply with all U.S. antitrust laws. This policy
is not to be compromised or qualified by anyone acting for or on behalf of the
Company. Employees must understand and comply with the antitrust laws which may
bear upon their activities and decisions. Anti-competitive behavior in violation
of antitrust laws can result in criminal penalties, both for Employees and for
the Company. Accordingly, any question regarding compliance with antitrust laws
or the responsibilities under this policy should be directed to the CEO/COO or
the chairman of the Board of Directors, who may then direct the issue to the
Company's legal counsel. Any director, officer or employee found to have
knowingly participated in violating the antitrust laws will be subject to
disciplinary action, up to and including termination of employment, apart from
the legal penalties.

Listed below are some scenarios that are prohibited or could be prohibited for
antitrust reasons. These scenarios are not an exhaustive list of all prohibited
and possibly prohibited antitrust conduct. When in doubt about any situation,
whether it is discussed below or not, Employees should consult with the CEO/COO
or the chairman of the Board of Directors, who may then direct the case to legal
counsel.


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The following scenarios are prohibited for antitrust or anti-competition
reasons:

     -    proposals  or  agreements  or  understanding-express  or  implied,
          formal  or informal, written or oral-with any competitor regarding any
          aspect of competition between the Company and the competitor for sales
          to third parties;

     -    proposals  or  agreements  or  understanding  with  customers  which
          restrict  the price or other terms at which the customer may resell or
          lease any product to a third party; or

     -    proposals  or  agreements  or  understanding  with  suppliers  which
          restrict  the  price or other terms at which the Company may resell or
          lease any product or service to a third party.

The following business arrangements could raise anti-competition or antitrust
law issues. Before entering into such agreement, Employees must consult with the
CEO/COO or the chairman of the Board of Directors, who may then direct the case
to the Company's legal counsel:

     -    exclusive  arrangements  for  the  purchase  or  sale  of  products or
          services;

     -    bundling of goods and services;

     -    technology  licensing  agreements  that  restrict  the  freedom of the
          licensee or licensor; or

     -    agreements  to  add  an  employee  of  the Company to another Entity's
          board of Directors.


25.  PROHIBITED SUBSTANCES

The Company has policies keeping out the use of alcohol, illegal drugs or other
prohibited items, including legal drugs which affect the ability to perform
one's work duties, while on Company premises.  The possession or use of
alcoholic beverages, firearms, weapons or explosives on the Company's property
are also prohibited unless authorized by the CEO/COO. Employees are also
forbidden from reporting to work while under the influence of alcohol or illegal
drugs. The Company reserves the right to perform pre-employment and random drug
testing on employees, as permitted by law.


26.  REPORTING VIOLATIONS OF THIS CODE

Employees should be alert and sensitive to situations that could result in
actions, which might violate federal, state, or local laws or the standards of
conduct set forth in this Code. If any of the Employees believes that his or her
own conduct or that of a fellow employee may have violated any such laws or this
Code, he or she has an obligation to report the matter.


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Generally, Employees should raise such matters first with an immediate
supervisor. However, if they are not comfortable bringing the matter up with
their immediate supervisor, or do not believe the supervisor has dealt with the
matter properly, then they should raise the matter with the CEO or COO who may,
if a law, rule or regulation is in question, then refer the case to the
Company's legal counsel. Any possible violations should be reported and the
Company supports all means of those reporting.

Directors and officers should report any potential violations of this Code to
the chairman of the Board of Directors or to the legal counsel.

The Company will not allow retaliation against an employee for reporting a
possible violation of this Code in good faith. Retaliation for reporting an
offense is illegal under the relevant laws and is prohibited under this Code.
Retaliation for reporting any violation of a law, rule or regulation or a
provision of this Code is prohibited. Retaliation will result in discipline, up
to and including termination of employment, and may also result in criminal
prosecution. However, if a reporting individual was involved in improper
activity the individual may be appropriately disciplined even if he or she was
the one who disclosed the matter to the Company. In these circumstances, the
Company may consider the conduct of the reporting individual in reporting the
information as a mitigating factor in any disciplinary decision.


27.  DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE

Disciplinary actions for violations of this Code can include oral or written
reprimands, suspension or termination of employment or a potential civil lawsuit
against the relevant Employees. The violation of laws, rules or regulations,
which can subject the Company to fines and other penalties, may result in the
Employees' criminal prosecution.


28.  WAIVERS

There shall be no waiver of any part of this Code for any director or officer
except by a vote of the Board of Directors and the endorsement of the Audit
Committee under special circumstances. In case a waiver of this Code is granted
to a director or officer, the notice of such waiver shall be posted on the
Company's website within five days of the Board's vote or shall otherwise be
disclosed as required by applicable law or the rules of any stock exchange or
market on which the Company's securities are listed for trading. Notices posted
on the Company's website shall remain there for a period of 12 months and shall
be retained in files as required by law.

29.  CONSIDERATION BEFORE ACTION

This Code is an endeavor to guide all of the Employees at the Company in the
right direction, but no document can be all-inclusive enough to achieve the
level of principled


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compliance that the Company is seeking. Accordingly, each of the Employees must
strive to maintain his or her awareness of these issues and to comply with the
Code's principles to the best of their abilities.

Questions like: Does it feel right?  Is this action ethical in every way? Is
this action in compliance with the law? Could this action create an appearance
of impropriety? Has anything been done just to create the superficial propriety
or to disguise impropriety of the action? should be raised prior to taking any
action that:

If an action would elicit the negative answers or implication to any of these or
similar questions, it should not be taken. The Company cannot expect perfection,
but do expect good faith. If Employees act in bad faith or fail to report
illegal or unethical behavior, then they will be subject to disciplinary
procedures. The Company hopes that all of its Employees agree that the best
course of action is to be honest, forthright and loyal at all times.




Adopted by the Board of Directors on:  December 8, 2004




Endorsed by the Audit Committee on: December 8, 2004


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