Exhibit 10.43

Adopted by action of the Board of Directors: June 30, 2005

                                PHOTOMEDEX, INC.
                        COMPREHENSIVE COMPLIANCE PROGRAM
          CODE OF ETHICS ON INTERACTIONS WITH HEALTH CARE PROFESSIONALS

                             REASON FOR THE PROGRAM

This  Comprehensive  Compliance  Program is established  by PhotoMedex,  Inc. to
establish  guidelines for the ethical and legal promotion of its products and to
guide the Company and its employees and consultants to avoid activities that may
be viewed  as  improper  inducements  to  increase  the  purchase  or use of the
Company's  products.  All references to the "Company," "we," "us" or "our" refer
to PhotoMedex,  Inc. and its subsidiaries,  including ProCyte  Corporation.  All
references  to  "employees,"  "you" or "your"  refer to  PhotoMedex's  officers,
directors, employees and consultants.

PhotoMedex's Code of Ethics on Interactions with Health Care Professionals is an
integral part of our  Compliance  Program (the  "Program")  and may be used as a
reference tool on a daily basis. If you have questions about the Program, or our
policies in general, do not hesitate to contact your supervisor,  the Compliance
Officer who has been appointed by our Board of Directors, or the chairman of the
Audit  Committee  of  the  Board  of  Directors  (the  "Audit   Committee")  for
clarification.  We will use every  reasonable  effort to treat your questions as
confidential.

We are committed to complying  with all  applicable  laws governing the sale and
marketing of and price  reporting  for, our  products,  and to  maintaining  the
privacy of any  information  that we may receive  regarding  patients that comes
into our possession.  Failure to comply with the requirements of the Program may
subject you and/or the Company to criminal and civil  penalties,  money  damages
and regulatory sanctions.  Further, your failure to comply with this Program may
subject you to disciplinary  action by the Company,  which may include,  but may
not be  limited  to,  demotion  or  termination  of your  relationship  with the
Company.  In addition,  a lack of compliance  may result in the exclusion of the
Company from government reimbursement programs such as Medicare and Medicaid.

                       PRINCIPAL GUIDELINES OF THE PROGRAM

Maintenance of the Independent Judgment of Health Care Professionals

      Your interactions with health care  professionals  should serve to benefit
patients and to enhance the practice of medicine by providing to physicians  the
Company's  approved  scientific  and  educational   information   regarding  our
products.  The  independent  judgment  of  health  care  professionals  must  be
respected  at all times.  For  purposes of this  Program,  the term "Health Care
Professionals"  includes all  individual  and  entities  involved in the product
purchase decision, including persons licensed by state law to prescribe drugs or
medical treatments for patients,  medical students,  members of a drug formulary
committee, office and hospital staff, governmental agencies and group purchasing
entities.
<PAGE>

Anti-Kickback Laws

      The  purpose  of the  "anti-kickback"  laws is to prevent  the  receipt of
improper  inducements  by Health  Care  Professionals  that could  result in the
improper generation of business  reimbursable under Federal or State health care
programs. The anti-kickback laws generally make it illegal to offer remuneration
to a Health Care Professional if the purpose of the remuneration is to encourage
or reward the  prescribing or purchase of any  reimbursable  product or service.
Remuneration can be almost anything of value,  including grants,  referral fees,
cash,  frequent flier miles,  lottery tickets,  entertainment or gifts. Any such
remuneration  must not interfere with a Health Care  Professional's  independent
judgment  regarding our products and services.  Some guidance on permissible and
impermissible  remuneration  is already  provided by a number of exceptions  (or
"safe harbors") to the  anti-kickback  laws that allow us to offer certain price
and other  concessions to customers  without  violating  these laws.  Under this
Program, we may provide modest gifts,  hospitality,  promotional items,  samples
and other items and activities that are not inconsistent  with the anti-kickback
laws. Please contact the Compliance Officer for a more comprehensive explanation
of  the  anti-kickback  laws  or if  you  have  any  questions  regarding  their
application.

                    ADMINISTRATION OF THE COMPLIANCE PROGRAM

Administration

      Our  Board of  Directors  (the  "Board")  is  committed  to the  standards
contained  in this  Program and is  responsible  for  overseeing  the  Company's
implementation  and  administration  of the  Program.  The  Audit  Committee  is
responsible  for  ensuring  that these  standards  are  reviewed  and updated as
appropriate to reflect changes in the legal and regulatory  framework applicable
to the Company,  the Company's  business  practices  and the business  practices
within the  Company's  industry  and the  prevailing  ethical  standards  of the
communities in which the Company operates.

      The Compliance  Officer reports to the Audit  Committee,  and is initially
responsible  for providing  interpretive  guidance in applying these policies to
specific situations and for generally overseeing  implementation and enforcement
of the policies  set forth in this  Program,  as amended  from time to time.  In
addition,  the Chief  Executive  Officer and other members of senior  management
will lend their  full  support  to the  efforts of the Board and the  Compliance
Officer in this regard.

      We  recognize  that rapid  changes  in the  business  environment  and the
regulatory  framework constantly pose new ethical and legal  considerations.  No
set of guidelines,  therefore, should be considered the absolute last word under
all  circumstances.  We  encourage  you to  consult  with your  supervisor,  the
Compliance  Officer or the Chairman of the Audit Committee if there is any doubt
as to the proper course of action under the Program. We are committed to an open
and  constructive  environment  in which  compliance  with the  Program  and the
Company's best interests are paramount.  A shared  willingness to raise concerns
in good faith is essential to such an environment.
<PAGE>

Training

      Proper  education of the Company's  employees and  consultants is critical
for maintaining  compliance with the laws and regulations affecting the Company.
The Compliance Officer, with the oversight of the Audit Committee,  will work to
implement  training  programs in  conjunction  with the  Program,  which will be
reviewed and possibly  revised on a periodic basis.  Such training shall include
all  employees  and  consultants  of the  Company  that have  direct or indirect
contact  with  Health  Care  Professionals,  whether  or not such  employees  or
consultants  are  involved  in sales,  marketing  or  administrative  functions.
Employees with more direct  involvement  with sales and marketing to Health Care
Professionals may receive more intensive, specialized training. Employees having
direct or indirect contact with Health Care Professionals  will be required,  in
order to continue to perform the  functions of their  assignment at the Company,
to pass a test on a periodic basis for an  understanding  of the Program and the
Code of Ethics.

      The Compliance Officer shall maintain records of training,  which shall be
available  to  management,  including  those in Human  Resources,  to aid in the
periodic   evaluation  of  the  Program  and  the   employees  and   consultants
participating in the training.

Reporting Violations of the Program

      It is the  responsibility  of each of us to maintain this Program.  We are
all  required  to assist  the  Compliance  Officer  and the Audit  Committee  in
ensuring  adherence by everyone with the Program.  Whenever you have information
regarding any possible  violation that has taken place,  is taking place,  or is
anticipated  to take place,  you shall  promptly  report that  information  in a
manner that is consistent with the Program. We will not tolerate any retaliation
for any reason against anyone who has reported a suspected  violation or concern
in good faith.  We will use every  reasonable  effort to protect the identity of
those making reports to the extent possible,  consistent with applicable law and
the need to conduct an adequate investigation.

      Whenever you have information  regarding any actual or possible violation,
you should first consider  bringing such information to an immediate  supervisor
or the Compliance Officer. Management is responsible for maintaining a workplace
environment that encourages and solicits frank and open communication  regarding
compliance with the Program.  However,  if you do not feel comfortable  bringing
such  information  to management or the Compliance  Officer,  or if the possible
violation involves the activities of management,  you may report the information
directly:

      o     Submitting  the  information  to the  attention  of  the  Compliance
            Officer,  the Audit Committee or any of its members,  as applicable,
            in  writing  and  directing  such  correspondence  to the  following
            address: 147 Keystone Drive, Montgomeryville, PA 18936-9638.

      The Company  encourages  anyone who reports  information to the Compliance
Officer,  management  or the Board to identify him or herself when making such a
report in order to facilitate  the  investigation  of possible  violations.  The
Compliance Officer and the Board will use every reasonable effort to protect the
confidentiality of the identities of persons reporting  information,  consistent
with the need to perform  an  adequate  investigation  of any  reported  matter.
However,  you may also report  information  directly and  confidentially  to the
Compliance  Officer and the  Chairman of the Audit  Committee,  on an  anonymous
basis, by:
<PAGE>

      o     Calling  the   Company's   Hotline  with   Lighthouse   Services  at
            1-800-398-1496.  Alternatively,  you  may  report  via  Lighthouse's
            website at www.lighthouse-services.com or sending an email report at
            reports@lighthouse-services.com. You may also write to Lighthouse at
            1128 Wheatsheaf Road, Abington, PA 19001.

      The Company  requires each employee or consultant to fully  cooperate with
investigations  of  possible  violations  of  the  Program  by  management,  the
Compliance  Officer or the Audit  Committee.  Any employee  who has  information
relevant to an  investigation  of possible  violations  of the Program  must not
discuss  or  disclose  such  information  to any person  not  authorized  by the
Compliance  Officer or the Audit Committee,  except as may be required by law or
for the purpose of obtaining legal advice.

Treatment of Reported Violations

      All reported  possible  violations  will be  forwarded  to the  Compliance
Officer for recordation in a log, as provided below.  Upon receipt of a reported
possible  violation,  the Compliance  Officer will,  when possible,  acknowledge
receipt of the report to the sender,  unless the reported possible violation has
been submitted anonymously.

      Possible  violations of the Program will be  investigated  and reviewed by
the Compliance Officer, with the direction and oversight by the Audit Committee,
or such other person as the Audit Committee determines to be appropriate.

      Prompt  and  appropriate  corrective  action  will be  taken  when  and as
warranted in the judgment of the  Compliance  Officer under the oversight of the
Audit  Committee to ensure  consistent  enforcement of the Program.  Such action
shall be reasonably  designed to deter wrongdoing and to promote  accountability
for  adherence  to  the  Program.   Except  as  prohibited  by  applicable  law,
appropriate corrective action may include, among other things, written notice of
violations,  censure,  demotion  or  reassignment,  suspension  (with or without
pay/benefits)  and termination of the  individual's  employment.  In determining
what action is  appropriate in a particular  case, the Compliance  Officer under
the supervision of the Audit Committee shall take into account all  information,
he or she deems  material,  which may  include  the nature and  severity  of the
violation, whether the violation was a single occurrence or part of a pattern of
occurrences,   whether  the  violation  appears  to  have  been  intentional  or
inadvertent,  whether the  individual  in question has been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

      The  Compliance  Officer will  maintain a log of all reported  violations,
tracking  their  receipt,  investigation  and  resolution  and  shall  prepare a
periodic summary report thereof for the Board. Copies of reported violations and
such log will be maintained in accordance with the Company's  document retention
policy.
<PAGE>

Monitoring and Periodic Review

      The Audit  Committee,  with the assistance of the  Compliance  Officer and
other members of management, shall monitor the implementation and administration
of the Program. As part of that oversight,  the Audit Committee shall review the
operations  of the Company,  and  developments  in the  Company's  industry,  to
identify new and emerging risk factors for the Company in its relationships with
health care professionals.  The Compliance Officer will report at least annually
to the Board as to the status of the Program,  including its  implementation and
an assessment as to its effectiveness and any areas that need improvement or any
changes that can be made to improve compliance.
<PAGE>

                                PHOTOMEDEX, INC.

                                 CODE OF ETHICS
                 ON INTERACTIONS WITH HEALTH CARE PROFESSIONALS

Adopted: June 30, 2005
Revised:

Goal and Scope of Code

      PhotoMedex  is a medical  device  and  pharmaceutical  company  focused on
facilitating  the  cost-effective  use of technologies  for doctors,  hospitals,
surgery  centers and  patients  or  consumers.  Our  business  has five  general
categories, or segments, of business activity. We are engaged in the business of
marketing  the XTRAC(R)  laser system,  a 308  nanometer  (nm) excimer laser for
dermatology  (the  "XTRAC")   domestically  and  internationally  and  marketing
skin-care  products  on a  prescription  basis and  over-the-counter  basis,  as
applicable.  We are also engaged in the business of marketing  surgical products
and  surgical  services  using a variety of lasers and related  products  over a
range of specialties.  We are committed to adhere to ethical and legal standards
in our relationship with Health Care Professionals (defined below). This Code of
Ethics  (the  "Code")  is  intended  to  govern,  on  a  world-wide  basis,  our
interactions with Health Care Professionals.

      The  term  Health  Care  Professionals,   as  used  herein,  includes  all
individual and entities  involved in the product  purchase  decision,  including
persons  licensed  by state law to  prescribe  drugs or medical  treatments  for
patients,  medical students,  members of a drug formulary committee,  office and
hospital  staff,  governmental  agencies  and  group  purchasing  entities.  All
references to "Company," "we," "us" or "our" refer to PhotoMedex. All references
to  "Employees,"  "you" or "your"  refer to  PhotoMedex's  officers,  directors,
employees and consultants.

      Our  interactions  with Health Care  Professionals  cover a broad range of
activities, including:

      o     Promotional Activities.  We promote the sale and use of our products
            to  Health  Care  Professionals   directly  and  indirectly  through
            representatives  and  distributors.  We also promote  through  print
            advertisements, direct mail and other media, such as the internet.

      o     Training  and  Product  Related  Education.  We  offer  instruction,
            education,  training,  service and technical  support to Health Care
            Professionals to ensure the safe and effective use of our products.

      o     Research and  Education.  We support bona fide medical  research and
            continuing  medical  education  for  Health  Care  Professionals  to
            increase  access to new technology and enhance the delivery of safe,
            efficacious and cost-effective health care.
<PAGE>

      o     Advancement of Medical  Technology.  We collaborate with Health Care
            Professionals to demonstrate the  effectiveness of our products,  to
            improve the utility and  applications  of our products and to create
            new products.

      Our reputation for honesty, integrity and fair dealing with our customers,
others we do business  with,  our Employees and the  communities we serve is our
most  important  asset.  Accordingly,  we  require  that  you  act  in a  manner
consistent  with the letter and intent of the Code and the  policies  underlying
it. While the Code addresses many of the  interactions  we have with Health Care
Professionals,   it  is  impossible  to  provide  specific  guidance  for  every
situation.  Matters not specifically  addressed in the Code, should be addressed
in light of the following principle:

PhotoMedex  insists on  ethical  business  practices  and  socially  responsible
conduct and shall not use any unlawful inducement in order to sell, recommend or
arrange for the sale or use of its products or services.

      Our failure to adhere to this Code could  subject us to severe  penalties,
including  disqualification  of  the  Company  as  a  vendor,  civil  fines  and
injunctions and criminal prosecution, fines and imprisonment.

      Each of you is  expected to become  familiar  with these  policies  and to
affirm your  agreement to comply with these  policies by signing the  Compliance
Certificate  that appears at the end of the Code.  Any  questions  regarding the
Code or matters not  covered by the Code  should be  referred to your  immediate
supervisor,  Compliance  Officer or the Audit Committee of the Board (the "Audit
Committee").

Promotional Activities

      We interact with Health Care  Professionals  to discuss product  features,
contract  negotiations,  and sales terms, both in the Health Care Professionals'
offices and at meetings and conferences.

      o     Gifts.  We may  occasionally  provide  modest  gifts to Health  Care
            Professionals,  but only if the gifts  benefit  patients  or serve a
            genuine educational function.  Other than gifts of medical textbooks
            or anatomical models used for educational  purposes,  no gift should
            have a fair market value of more than $100.  Under no  circumstances
            may gifts be given in the form of cash or cash equivalents.

      o     Hospitality.  We may pay for occasional hospitality only in the form
            of modest meals and  receptions for Health Care  Professionals  that
            are conducive to the exchange of information.  It is not appropriate
            to pay for meals of guests of Health Care Professionals or any other
            person who does not have a bona fide  professional  interest  in the
            information being shared at the meeting.

      o     Promotional   Items.   We  may   occasionally   give   Health   Care
            Professionals  items of minimal  value  related  to the Health  Care
            Professional's work or for the benefit of patients.
<PAGE>

      o     Samples.  We may  provide  appropriate  samples  or  information  to
            illustrate   the  benefits  of  our  products   and   services,   or
            opportunities for evaluation of our products and services.

      The total  value of gifts,  promotional  materials  or any other  items or
activities that we provide to a Health Care Professional shall not exceed $1,500
per calendar  year.  This amount  applies to PhotoMedex as a company,  not to an
individual  Employee.   This  total  does  not  include  financial  support  for
continuing   medical  education  forums,   including  Company  training  events,
financial support for health educational scholarships, or samples or information
given to  physicians  and other  Health  Care  Professionals  intended  for free
distribution to patients.  Neither does this total include benefits exempt under
the anti-kickback  laws (e.g.  product  discounts) or payments to consultants or
investigators, provided such payments do not exceed the fair market value of the
services rendered.

Product Training and Education

      We conduct and sponsor  programs  focused on education and training in the
safe and effective use of our products and services.

      o     Location.  Programs  should be conducted  in clinical,  educational,
            conference or other settings,  including hotel or other commercially
            available   meeting   facilities,   conducive   to   the   effective
            transmission of knowledge. Programs requiring "hands-on" training in
            medical  procedures should be held at training  facilities,  medical
            institutions, laboratories, or other appropriate facilities.

      o     Training   Staff.   The  training   staff  should  have  the  proper
            qualifications and expertise to conduct such training.

      o     Hospitality.  We may provide Health Care Professional attendees with
            hospitality  only in the form of  modest  meals  and  receptions  in
            connection with these programs. Any such meals and receptions should
            be  modest  in  value  and  subordinate  in time  and  focus  to the
            educational or training purpose of the meeting.

      o     Travel  and  Lodging.  We may pay for  reasonable  travel and modest
            lodging costs incurred by attending Health Care Professionals.

      o     Guests.  It  is  not  appropriate  for  us to  pay  for  the  meals,
            hospitality,  travel,  or other  expenses  for guest of Health  Care
            Professionals  or for any other person who does not have a bona fide
            professional  interest  in  the  information  being  shared  at  the
            meeting.

Third-Party Educational Conferences

      We may support  independent,  educational  or  scientific  conferences  to
promote scientific knowledge,  medical advancement and the delivery of effective
health care. These typically include conferences sponsored by national, regional
or  specialty  medical   associations,   conferences   sponsored  by  accredited
continuing medical education providers and grand rounds.
<PAGE>

      o     Educational  Grants. We may provide educational grants when: (1) the
            gathering is primarily dedicated to promoting  objective  scientific
            and  educational  activities  and  discourse;  and (2) the  training
            institution or the conference  sponsor selects the attending  Health
            Care  Professionals who are in training.  Such grants should be paid
            only  to  organizations  with  a  genuine   educational  purpose  or
            function,  and may be used only to reimburse the legitimate expenses
            for bona fide  educational  activities.  Such  grants also should be
            consistent  with relevant  guidelines  established  by  professional
            societies or  organizations.  While we may  recommend  faculty for a
            conference,  the conference  sponsor  should be responsible  for and
            control  the  selection  of program  content,  faculty,  educational
            methods and materials.  We may provide grants either directly to the
            conference sponsor or to a training institution to reduce conference
            costs,  or to  allow  attendance  by  medical  students,  residents,
            fellows and others who are Health Care Professionals in training.

      o     Meals and  Hospitality.  We may  provide  funding to the  conference
            sponsor to support the conference's meals and hospitality.  Also, we
            may provide meals and  receptions  for all Health Care  Professional
            attendees,  but  only if it is  provided  in a  manner  that is also
            consistent with the sponsor's guidelines.  Any meals, receptions and
            hospitality  should be modest in value and should be  subordinate in
            time and focus to the purpose of the conference.

      o     Faculty  Expenses.  We may make grants to  conference  sponsors  for
            reasonable  honoraria,  travel,  lodging  and meals for Health  Care
            Professionals who are bona fide conference faculty members.

Arrangements with Consultants, Clinical Investigators

      We may engage Health Care Professionals to serve as consultants (including
as clinical  investigators)  to provide valuable bona fide consulting  services,
including  research,  participation  on  advisory  board,  presentations  at our
training  or other  professional  meetings,  and  product  collaboration.  It is
appropriate  to  pay  Health  Care  Professionals  reasonable  compensation  for
performing these services.

      o     Need and  Qualification.  Consulting  agreements may be entered into
            only  where a  legitimate  need  and  purpose  for the  services  is
            identified  in advance.  Selection of  consultants  should be on the
            basis of the  consultant's  qualifications  and expertise to address
            the identified  purpose,  and may not be on the basis of the past or
            potential volume or value of business generated by the consultant.

      o     Written Agreement and Protocol. All consulting  arrangements must be
            written,  signed by the parties and must  specify all services to be
            provided.  Where research services are provided,  the agreement must
            contain a statement  of work or research  protocol.  All  agreements
            must be signed by our Chief  Executive  Officer  or Chief  Financial
            Officer, or another officer specifically designated by them.
<PAGE>

      o     Compensation.  Compensation  paid to consultants  must be consistent
            with the fair market value for the services provided.

      o     Meetings.  The venue and circumstances for meetings with consultants
            should be  appropriate  to the subject  matter of the  consultation.
            These  meetings  should  be  conducted  in  clinical,   educational,
            conference, or other setting,  including hotel or other commercially
            available meeting facilities, conducive to the effective exchange of
            information.

      o     Hospitality.   Hospitality   that  occurs  in  conjunction   with  a
            consultant  meeting  or  consultant's  services  should be modest in
            value and  should be  subordinate  in time and focus to the  primary
            purpose of the meeting or services.

      o     Travel and Lodging.  We may pay for reasonable  and actual  expenses
            incurred  by   consultants  in  carrying  out  the  subject  of  the
            consulting  arrangement,  including  reasonable  and actual  travel,
            modest meals and lodging  costs  incurred by  consultants  attending
            meetings with or on our behalf.

      o     FDA and other Regulatory  Restrictions  for Clinical  Investigators.
            Our  relationships  with  clinical  investigators  in  trials  to be
            submitted  to the FDA or other  regulatory  agencies are governed by
            conflict of interest,  disclosure  and other  rules.  Nothing in the
            Code is intended to supersede or modify our strict  compliance  with
            such regulations.

Provision of Reimbursement and Other Economic Information

      We support accurate and responsible  billing to Medicare and other payors.
We may assist Health Care Professionals by providing  reimbursement  information
regarding  our  products,   including  identifying  or  justifying   appropriate
coverage, coding, or billing of products, or of procedures using those products,
or other economic information about our products and services.  However, this is
only  acceptable  if (a)  the  information  provided  is  accurate  and  (b) the
information is of a general nature and of  insubstantial  fair market value such
that our  assistance  does not supplant the judgment and  responsibility  of the
Health Care Professional.

Grants and Other Charitable Donations

      We may make donations for a charitable purpose, such as supporting genuine
independent   medical  research  for  the  advancement  of  medical  science  or
education, indigent care, patient education, public education or the sponsorship
of events where proceeds are intended for charitable  purposes.  We may not make
such donations for the purpose of unlawfully  inducing Health Care Professionals
to purchase, recommend, use, or arrange for the purchase or use of our products.
<PAGE>

      o     Recipients.   Donations   should   be  made   only   to   charitable
            organizations  or in  rare  instances,  to  individuals  engaged  in
            genuine charitable missions for the support of that mission.

      o     Advancement of Medical Education.  We may make grants to support the
            genuine  medical  education  of  medical  students,  residents,  and
            fellows  participating in fellowship programs,  which are charitable
            or have an  academic  affiliation  or,  where  consistent  with  the
            preamble to this section, other medical personnel.

      o     Support of Research  with  Scientific  Merit.  We may make  research
            grants to support genuine medical research. The purpose of the grant
            must be clearly documented.

      o     Public  Education.  We may make grants for the purpose of supporting
            education  of patients  or the public  about  important  health care
            topics.

      o     Authorization.  Any request for charitable donations must be made to
            and approved by the Compliance Officer.

International Interactions with Health Care Professionals

      We recognize that customs, practices, laws and regulations vary throughout
the world.  However,  it is our intent that the underlying purposes of the Code,
to ensure ethical and legal  relationships with Health Care  Professionals,  are
equally  applicable inside and outside the United States.  Interactions that may
be customary and not illegal in a particular country may still be unlawful under
U.S. law and subject PhotoMedex and the persons involved to criminal liability.
<PAGE>

                                PHOTOMEDEX, INC.

                      COMPLIANCE PROGRAM AND CODE OF ETHICS
                             COMPLIANCE CERTIFICATE

      I have read and understand the Company's Comprehensive  Compliance Program
and Code of Ethics on Interactions with Health Care  Professionals (the "Code").
I will adhere in all respects to the ethics and  standards of conduct  described
in the Code. I further confirm my  understanding  that any violation of the Code
will subject me to appropriate  disciplinary  action,  which may include, but is
not limited to, demotion or discharge.

      I certify to the Company that I am not in violation of the Code,  and I am
not aware of any violation by others.

Date:
     ------------------------       --------------------------------------------
                                    Name:
                                    Title/Position:
                                    Department: