AEROTELESIS, INC.

                      CODE OF CONDUCT, ETHICS AND INTEGRITY


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CONTENTS


CONTENTS

AEROTELESIS, INC. CODE OF CONDUCT

INTRODUCTION

         Who must follow aeroTelesis, Inc. policies
         Employee responsibilities
         Leadership responsibilities
         Penalties for violations
         Your personal commitment

WHEN YOU HAVE AN INTEGRITY CONCERN

         How to raise an integrity concern

COMPANY POLICIES

         Working with Customers and Suppliers
         ------------------------------------
         Improper Payments
         International Trade Controls
         Money Laundering Prevention

         Government Business
         -------------------
         Working with Governments

         In the aeroTelesis, Inc. Community
         ----------------------------------
         Environment, Health & Safety
         Fair Employment Practices

         Protecting aeroTelesis, Inc. Assets
         -----------------------------------
         Conflicts of Interest
         Controllership
         Insider Trading or Dealing & Stock Tipping
         Intellectual Property


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AEROTELESIS, INC. CODE OF CONDUCT

      |X|   Obey the  applicable  laws and  regulations  our  business  conducts
            worldwide.

      |X|   Be  honest,  fair  and  trustworthy  in all your  aeroTelesis,  Inc.
            activities and relationships.

      |X|   Avoid all conflicts of interest between work and personal affairs.

      |X|   Foster an atmosphere in which fair  employment  practices  extend to
            every member of the AeroTelesis, Inc. community.

      |X|   Strive to create a safe workplace and to protect the environment.

      |X|   Through  leadership  at all levels,  sustain a culture where ethical
            conduct is recognized, valued and exemplified by all employees.


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INTRODUCTION

This  booklet  contains  basic  information  about  each  of our  policies.  The
underlying   responsibilities  of  all  employees  and  leaders,  penalties  for
violations  and  how to  handle  an  integrity  concern  are  described  in this
introduction.

WHO MUST FOLLOW AEROTELESIS, INC.'S POLICIES

AEROTELESIS, INC. EMPLOYEES

AeroTelesis,  Inc.'s  policies apply to all employees of the company  throughout
the world.

SUBSIDIARIES AND OTHER CONTROLLED AFFILIATES

Subsidiaries and other controlled affiliates throughout the world must adopt and
follow  corresponding  policies. A controlled affiliate is a subsidiary or other
entity in which AeroTelesis, Inc. owns, directly or indirectly, more than 50% of
the voting  rights,  or in which the power to control the entity is possessed by
or one behalf of AeroTelesis, Inc..

NON-CONTROLLED AFFILIATES

Employees  serving as directors (or in equivalent  positions) of  non-controlled
affiliates  should,  to the extent possible,  encourage such affiliates to adopt
and follow corresponding policies.

THIRD PARTIES

All  AeroTelesis,   Inc.   businesses  must  require  that  others  representing
AeroTelesis,  Inc.  -  such  as  consultants,   agents,  sales  representatives,
distributors   and  independent   contractors  -  agree  to  follow   applicable
AeroTelesis, Inc. policies.

Leaders and employees must:

      o     Identify those persons and companies outside AeroTelesis, Inc. whose
            activities on behalf of AeroTelesis, Inc. may involve issues covered
            by AeroTelesis, Inc. policies.

      o     Require those persons and companies to agree to comply with relevant
            aspects of AeroTelesis, Inc. policies.

      o     Provide those persons and companies  with  appropriate  education on
            the requirements imposed by AeroTelesis, Inc. policies.

      o     Take necessary  action,  up to and including  terminating a contract
            with anyone representing AeroTelesis,  Inc., after learning that the
            person failed to honor his or her agreement to abide by AeroTelesis,
            Inc. policies.


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LEADERSHIP RESPONSIBILITIES

The  obligations of  AeroTelesis,  Inc.  leaders go beyond those required of all
employees. Leaders in our company are expected to:

      BUILD AND MAINTAIN A CULTURE OF COMPLIANCE BY:

      o     Personally leading compliance efforts through frequent meetings with
            direct  reports and regular  monitoring  of  compliance  matters and
            programs

      o     Leading by  example,  using  their own  behavior  as a model for all
            employees

      o     Making sure that  employees  understand  that  business  results are
            never more important than compliance

      o     Encouraging   employees  to  raise  their  integrity  questions  and
            concerns

      o     Using employee actions and judgments in promoting and complying with
            AeroTelesis,  Inc.  policies as  considerations  when evaluating and
            rewarding employees

            PREVENT COMPLIANCE PROBLEMS BY:

            o     Ensuring that  compliance  risks  associated with the business
                  processes  under the leader's  management  are  systematically
                  identified

            o     Ensuring  that  policies  and  procedures,   tailored  to  the
                  particular  risk  areas  faced by a  business,  are issued and
                  communicated

            o     Providing  education  and  legal  counseling  to  ensure  that
                  employees, controlled affiliates and, where appropriate, third
                  parties,  understand  the  requirement  of  AeroTelesis,  Inc.
                  policies and applicable law

      DETECT COMPLIANCE PROBLEMS BY:

            o     Ensuring that periodic compliance reviews are conducted,  with
                  the assistance of the chief financial  officer,  to assess the
                  effectiveness  of the  business'  compliance  measures  and to
                  identify ways of improving them

            Respond to compliance problems by:

            o     Taking  prompt   corrective   action  to  fix  any  identified
                  weaknesses in compliance measures



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            o     Taking appropriate disciplinary action

            o     Consulting   with  legal   counsel   and  making   appropriate
                  disclosures to regulators and law enforcement authorities


PENALTIES FOR VIOLATIONS

Employees who violate the spirit or letter of  AeroTelesis,  Inc.'s policies are
subject to  disciplinary  action up to and including  termination of employment.
The following are examples of conduct that may result in discipline:

      o     Actions that violate AeroTelesis, Inc. policy

      o     Requesting others to violate an AeroTelesis, Inc. policy

      o     Failure  to  promptly  raise a known or  suspected  violation  of an
            AeroTelesis, Inc. policy

      o     Failure to cooperate in AeroTelesis, Inc. investigations of possible
            violations of an AeroTelesis, Inc. policy

      o     Retaliation  against  another  employee  for  reporting an integrity
            concern

      o     Failure to demonstrate the leadership and diligence needed to ensure
            compliance with AeroTelesis, Inc. policies and applicable law

      o     Violation of an AeroTelesis,  Inc. policy can also mean breaking the
            law,  subjecting you or the company to criminal  penalties (fines or
            jail sentences) or civil sanctions (damage awards or fines)

      YOUR PERSONAL COMMITMENT

      Periodically,  AeroTelesis,  Inc.  asks  employees  to  acknowledge  their
      commitment to the spirit and letter of AeroTelesis, Inc. policies with the
      language   printed   below.   Newly   hired   employees   must   sign  the
      acknowledgement, "Your Personal Commitment to Integrity."


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YOUR PERSONAL COMMITMENT TO INTEGRITY

I  acknowledge  that I have  received and reviewed  AeroTelesis,  Inc.'s Code of
Conduct, Ethics and Integrity.

I  understand  that every  employee  is  required  to comply  with the  policies
described in the Code.

When I have a concern about a possible violation of AeroTelesis,  Inc. policy, I
will raise the concern to an AeroTelesis,  Inc. manager,  officer, company legal
counsel or the board of directors.

________________________________
Signature


When You Have an Integrity Concern

One of the most  important  responsibilities  each of us has as an  AeroTelesis,
Inc. employee is the obligation to raise a concern about a possible violation of
AeroTelesis,  Inc.  policy or the law.  Sometimes it may seem difficult to raise
such a  concern.  Some of us may even  feel it is a breach of  personal  ethical
standards to do so. If you experience that sense of conflict,  it's important to
remember the tremendous harm that not raising a concern can cause, including:

      o     Serious  damage to the health,  safety and  well-being  of yourself,
            your fellow employees, the company as a whole, our customers and the
            communities in which we operate

      o     The  loss  of   confidence  in   AeroTelesis,   Inc.  by  customers,
            shareholders, governments and neighbors

      o     Huge fines,  damage awards and other financial penalties against the
            company; fines and/or prison sentences for individual employees

Those are the reasons the company  requires that employees not sit silently when
they  have a policy  concern.  The point of  raising  a concern  is not to get a
friend in trouble, but to protect a colleague or neighbor from potential harm.


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                        HOW TO RAISE AN INTEGRITY CONCERN


The  company  offers  you  many  ways to get  answers  to your  questions  about
integrity  issues and to raise any concern  about what might be a  violation  of
AeroTelesis, Inc. policy:

CONTACT:

      o     Your supervisor or manager

      o     Your audit committee chair

      o     Company legal counsel

      o     Next level of management

Generally,  your  supervisor  or manager will be in the best position to resolve
the issue quickly.

If after raising an integrity concern, the issue is not resolved,  raise it with
one of the other contact listed above.

You can raise your concern orally or in writing,  and if you prefer,  you can do
it anonymously.

THE WHOLE IDEA IS TO SPEAK UP. ASK  QUESTIONS.  GET  ANSWERS.  BRING THE CONCERN
INTO THE OPEN SO THAT ANY PROBLEMS CAN BE RESOLVED QUICKLY AND MORE SERIOUS HARM
PREVENTED.


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WORKING WITH CUSTOMERS AND SUPPLIERS

No matter how high the stakes,  no matter how great the "stretch,"  AeroTelesis,
Inc.  will do  business  only by lawful and ethical  means.  When  working  with
customers and suppliers in every aspect of our business,  we will not compromise
our commitment to integrity.

This section offers a summary of five AeroTelesis,  Inc. policies that relate to
the ways that our company interacts with customers and suppliers:

            o     Improper Payments

            o     International Trade Controls

            o     Money Laundering Prevention

            o     Privacy


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Improper Payments

      POLICY OVERVIEW

      AeroTelesis,  Inc.  employees should not offer anything of value to obtain
      any improper advantage in selling goods and services, conducting financial
      transactions  or  representing  the  company's  interests to  governmental
      authorities. This policy sets forth AeroTelesis, Inc. standards of conduct
      and practices for certain kinds of payments,  entertainment  and political
      contributions.  AeroTelesis, Inc. must not authorize, involve itself in or
      tolerate any business practice that does not follow this policy.

      A  violation  of this  policy  can  result  in severe  civil and  criminal
      penalties.  All  countries  prohibit  the  bribery  of  their  own  public
      officials,  and many also  prohibit  the  bribery  of  officials  of other
      countries.

      AeroTelesis,  Inc.'s policy goes beyond these laws and prohibits  improper
      payments  in all of  our  activities,  both  with  governments  and in the
      private sector.

      CORE REQUIREMENTS

            o     Never give,  offer or authorize,  directly or  indirectly,  of
                  anything  of value  (such as money,  goods or a service)  to a
                  customer  or  government   official  to  obtain  any  improper
                  advantage. A business courtesy,  such as a gift,  contribution
                  or entertainment,  should never be offered under circumstances
                  that might create the appearance of an impropriety.

            This policy does not  prohibit  lawful  reimbursement  and bona fide
      expenditures  - for  example,  travel  and  living  expenses  incurred  by
      customers  and directly  related to the promotion of products or services,
      or to the execution of a contract.

            o     Never give a gratuity or other payment to government officials
                  or  employees  to  expedite  a routine  administrative  action
                  without  consulting  with  the  CEO or CFO  or  company  legal
                  counsel.  If such a "facilitating  payment" is made, make sure
                  it is clearly and accurately reflected in financial reports.

            o     Never  contribute  company funds or other  company  assets for
                  political  purposes  in the United  States  without  the prior
                  approval of the CEO or CFO. Never contribute  company funds or
                  other company assets for political purposes outside the United
                  States without the approval of both the CEO and CFO.


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            o     Require any person or firm who  represents  AeroTelesis,  Inc.
                  (such   as  a   consultant,   agent,   sales   representative,
                  distributor  or  contractor)  to comply  with this  policy and
                  related laws.

            o     Exercise  due  diligence  when  selecting  persons or firms to
                  represent AeroTelesis, Inc..

            WHAT TO WATCH OUT FOR

                  o     Any person or firm  representing  AeroTelesis,  Inc.  or
                        being considered to represent AeroTelesis, Inc. who:

                        -     Has been accused of improper business practices

                        -     Has  influence  on  the  buying   decision  and  a
                              reputation for bribes

                        -     Has a family  or  other  relationship  that  could
                              improperly influence the decision of a customer or
                              governmental official

                        -     Approaches you near an award decision and explains
                              that he or she has a "special  arrangement" with a
                              government official or the customer

                        -     Any person who suggests that an AeroTelesis,  Inc.
                              bid  or  offer   be  made   through   a   specific
                              representative or partner

                        -     Any request that a commission  or other payment be
                              made in a third country or to another name

                        -     A  commission  that seems large in relation to the
                              services provided.

      International Trade Controls

POLICY OVERVIEW

Many  countries  regulate  international  trade  transactions,  such as imports,
exports  and  international  financial  transactions,  for a variety of reasons,
including  national security and foreign policy. In addition,  the United States
prohibits any cooperation with boycotts against countries friendly to the United
States  or  against  firms  which  may be  "blacklisted"  by  certain  groups or
countries.

      CORE REQUIREMENTS

            o     Follow  relevant   international  trade  control  regulations,
                  including   licensing,    shipping    documentation,    import
                  documentation,  reporting and record retention requirements of
                  all  countries in which you conduct  business or in which your
                  business is located.  In some cases,  these  restrictions will
                  apply  to  international   trade  in  goods,   technology  and
                  services,  as well as to  financial  transactions.  Learn  and
                  follow your company's own procedures  regarding  international
                  transactions.


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            o     Learn and  understand  the extent to which U.S. trade controls
                  apply to  transaction  conducted by  AeroTelesis,  Inc.,  even
                  outside the U.S.

            o     Make sure all international  transactions are screened against
                  all applicable laws and regulations that restrict transactions
                  with countries and persons.

            o     Do not  cooperate  with  any  restrictive  trade  practice  or
                  boycott prohibited or penalized under U.S. or applicable local
                  laws. Make sure you tell your manager or supervisor  about all
                  boycott related requests,  including requests for information.
                  It would  be a good  idea to  coordinate  with  company  legal
                  counsel and local counsel in the foreign  jurisdictions  being
                  considered for business.

            o     Consult with company legal counsel on any transaction in which
                  a  conflict  arises  between  U.S.  law and the law of another
                  country  or  region,   such  as  laws  blocking  certain  U.S.
                  restrictions adopted by Canada,  Mexico and the members of the
                  European union.

            o     Understand which party to the import  transaction  bears legal
                  responsibility for the accuracy of import documentation. Where
                  AeroTelesis,   Inc.  bears  legal  responsibility,   establish
                  procedures to monitor and verify the accuracy and completeness
                  of   information   presented  to  government   authorities  by
                  AeroTelesis,  Inc. or by AeroTelesis,  Inc.'s agents. Where an
                  agent  or  customer  is the  responsible  party,  ensure  that
                  AeroTelesis,  Inc. provides the full and accurate  information
                  the other party needs to complete import documents.

      WHAT TO WATCH OUT FOR

      All transactions

            o     Unfamiliar customer without convincing references

            o     Unusual   transaction  or   application   for  the  consignee,
                  customer, end use or location

            o     Evasive,  reluctant or otherwise  unsatisfactory  answers by a
                  customer to questions about end use, end user,  delivery dates
                  or delivery locations

            o     Unusually favorable payment terms


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            o     Freight forwarder listed as ultimate consignee

            o     Abnormal packing, marking or routing of goods

            o     Unusual security or safety measures

            o     Links  to  military  that  seem  inappropriate  to the  stated
                  business or to the transaction

            o     Involvement  of parties  related to  countries  engaged in the
                  development of  biological,  chemical or nuclear  weapons,  or
                  ballistic missiles

            o     Transactions  involving  an  embargoed  country,  a citizen or
                  representative  of an embargoed  country or an  individual  or
                  entity subject to government sanction

      Imports:

            o     An invoice  price that does not  reflect the full value of the
                  imported goods

            o     Any payment to the exporter or benefiting the exporter that is
                  not  included in the invoice  price or  otherwise  reported to
                  customs authorities

            o     Transfer prices between related parties that fail to cover all
                  costs and profits

            o     Inaccurate or incomplete  invoice  description of the imported
                  goods

            o     Inaccurate identification of country of origin of the imported
                  goods

            o     Use of an import tariff classification that does not appear to
                  be an accurate description of the imported goods

Money Laundering Prevention

      POLICY OVERVIEW

People  who  are  involved  in  criminal   activity  (for   example,   narcotics
trafficking,  bribery,  fraud) may try to "launder" the proceeds of their crimes
to hide them or to make those proceeds appear legitimate.

More than 100 countries now have laws against money  laundering  which  prohibit
the acceptance or processing of the proceeds of criminal activities.


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AeroTelesis, Inc. is committed to complying fully with all applicable anti-money
laundering laws throughout the world.  AeroTelesis,  Inc. will conduct  business
only with reputable customers who are involved in legitimate business activities
and whose funds are derived from legitimate sources.

AeroTelesis,  Inc.'s integrity and reputation can be severely damaged by failing
to detect those customer relationships and transactions that place us at risk.

      CORE REQUIREMENTS

            o     Comply with all applicable laws that prohibit money laundering
                  and that  requires the  reporting of cash or other  suspicious
                  transactions.  Understand  how both types of laws apply to our
                  business.

            o     Before conducting business in a foreign country,  AeroTelesis,
                  Inc.  will develop a due  diligence  process,  tailored to the
                  particular  country and its  business  environment,  to obtain
                  enough   information  and   documentation   about  prospective
                  customers,  joint  venture  partners and  affiliates to ensure
                  that they are involved in legitimate  business  activities and
                  that their funds come from legitimate sources.

            o     Learn how to identify  the types of payments  that have become
                  associated  with  money  laundering   activity  (for  example,
                  multiple  money orders or travelers  checks,  large amounts of
                  cash,  or checks on behalf of a customer from an unknown third
                  party)  and  follow  the  rules  that   restrict  or  prohibit
                  acceptance of them.

            o     Learn to identify and  carefully  watch for warning signs that
                  may indicate money  laundering or other illegal  activities or
                  violations of AeroTelesis, Inc. policies.

            o     If you  encounter  a warning  sign,  raise your  concern  with
                  company  legal  counsel  and be sure to resolve  your  concern
                  promptly  before  proceeding  further  with  the  transaction.
                  Resolution should include management review and should be well
                  documented.

      WHAT TO WATCH FOR

            o     A customer,  agent or proposed  joint  venture  partner who is
                  reluctant   to   provide   complete   information,    provides
                  insufficient,  false or suspicious information,  or is anxious
                  to avoid reporting or record-keeping requirements.

            o     Payments  by  use  of  monetary   instruments   that  are  not
                  consistent with the business activities of the customer, agent
                  or joint venture partner,  appear to have no identifiable link
                  to the customer,  agent or joint venture partner, or have been
                  identified as money laundering mechanisms.


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            o     Requests  by a  customer,  agent  or  proposed  joint  venture
                  partner to pay cash.

            o     Early repayment of a loan in cash or cash equivalents.

            o     Orders or purchases that are unusual or inconsistent  with the
                  trade or business wit whom we're doing business.

            o     Unusually  complex  deal  structures,  payment  patterns  that
                  reflect  no real  business  purpose,  or  unusually  favorable
                  payment terms.

            o     Unusual fund transfers to or from foreign countries  unrelated
                  to the transaction.

            o     Transactions  involving locations that have been identified as
                  tax havens or areas of known money laundering activity.

            o     Structuring  of   transactions  to  evade  record  keeping  or
                  reporting  requirements  (for example,  multiple  transactions
                  below the reportable threshold amounts).

            o     Wire  transfer  activity  that  is  not  consistent  with  the
                  business  activities  of the  customer or that  originates  or
                  terminates with unrelated parties to the transaction.

            o     Requests to transfer money or return deposits to a third party
                  or to an unknown or unrecognized account.

      Supplier Relationships

            POLICY OVERVIEW

      AeroTelesis,  Inc.  bases its  relationships  with  suppliers  on  lawful,
efficient  and fair  practices.  We also  expect  our  suppliers  to  adhere  to
applicable legal requirements in their business  relationships,  including those
with their employees, their local communities and AeroTelesis, Inc.. The quality
of our supplier  relationships  often has a direct bearing on the quality of our
customer  relationships.  Likewise,  the quality of our suppliers'  products and
services affects the quality of our own products and services.

            CORE REQUIREMENTS

            o     Follow  government  acquisition  regulations  when  purchasing
                  materials  and  services  for  use  in  fulfilling  government
                  contracts.


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            o     Enlist  supplier  support in ensuing  that  AeroTelesis,  Inc.
                  consistently  meets  and  exceeds  customer   expectations  of
                  quality, cost and delivery.

            o     Do  business  only with  suppliers  who comply  with local and
                  other  applicable   legal   requirements  and  any  additional
                  AeroTelesis,  Inc. standards  relating to labor,  environment,
                  health and safety,  intellectual  property rights and improper
                  payments.

            WHAT TO WATCH OUT FOR

            o     Selection   of   suppliers  on  any  basis  other  than  open,
                  competitive bidding.

            o     Potential   conflicts  of  interest  in  supplier   selection,
                  including  the  acceptance  of gifts  or other  items of value
                  except in strict compliance with business guidelines.

            o     Directing  business  to  a  supplier  owned  or  managed  by a
                  relative or close friend.

            o     Unsafe conditions in supplier facilities or mining operations,
                  or workers who appear to be underage or subject to coercion.

            o     Apparent  disregard  of  environmental  standards  in supplier
                  facilities.

      GOVERNMENT BUSINESS

      AeroTelesis,  Inc.  is  likely  to do  business  with  customers  who  are
governmental   bodies,   whether  it's  a  city,   state,   province,   country,
international   organization  or  government  funded  enterprise.   We  need  to
understand and follow the many special rules for companies that do business with
governments or otherwise interact with them.

      The policy in this section describes these rules:

            -     Working with Governments


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Working with Governments

      POLICY OVERVIEW

AeroTelesis,  Inc. is committed to conducting its business with all governmental
representatives  with the  highest  ethical  standards  and in  compliance  with
applicable laws and regulations,  including the special requirements  associated
with government transactions.

      CORE REQUIREMENTS

      o     Abide by applicable laws and regulations,  with particular  emphasis
            on those special  requirements  associated with government contracts
            and transactions.

      o     Require anyone providing goods or services for AeroTelesis,  Inc. on
            a  government  project or  contract - such as  consultants,  agents,
            sales  representatives,  distributors,  independent  contractors and
            subcontract  labor - to comply  with our  Working  with  Governments
            policy.

      o     Be truthful and accurate when dealing with government  officials and
            agencies.

      o     Adopt   effective    processes   to   ensure   that:   1)   reports,
            certifications,  statements and proposals are current,  accurate and
            complete; and 2) contract requirements are adequately identified and
            communicated  to  personnel  who have  responsibility  for  contract
            performance.

      o     Do not make any unauthorized  substitutions for contracted goods and
            services or deviate from contract  requirements  without the written
            approval of the authorized government official.

      WHAT TO WATCH OUT FOR

      o     Special  requirements   associated  with  government   transactions,
            including "commercial" transactions financed by government agencies.

      o     Incorrect or unauthorized cost-changing on government contracts.

      o     Deviations  from  contract  requirements  or  unauthorized  contract
            substitutions,  including the failure to perform  required tests and
            inspections.

      o     Submission of  inaccurate  or  incomplete  cost or pricing data when
            such data are required by the government.


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      o     Violating  national,  regional or local government  regulations that
            establish gratuity  restrictions,  entertainment  rules,  recruiting
            prohibitions,  non-commercial contract requirements or certification
            procedures.

      o     Acceptance of information  related to the  government's  competitive
            selection of a supplier,  or a competitor's bid or proposal,  unless
            the contracting  officer or head of the agency has  specifically and
            lawfully authorized release of such information.

      COMPETING GLOBALLY

      The competition  laws (known as the antitrust laws) are a critical part of
the global business  environment in which AeroTelesis,  Inc. intends to operate.
They govern a wide range of AeroTelesis,  Inc.'s business activities,  including
setting  prices,  purchasing,  selling and marketing  goods and services.  Every
AeroTelesis,  Inc.  employee is responsible  for complying with the  competition
laws.

Complying with the Competition Laws

      POLICY OVERVIEW

AeroTelesis, Inc. is dedicated to compliance with the competition laws in all of
its  activities.  Competition  law issues may be very  complex.  As we  consider
operating  outside the U.S.,  we will  advise you of country or region  specific
laws.

      CORE REQUIREMENTS

      o     Comply with all applicable  competition laws, policies and treaties,
            as  well  as  competition  law  decrees,   orders  and  undertakings
            affecting AeroTelesis, Inc. and its employees.

      o     Do not  propose or enter into any  agreements  or  understandings  -
            express or implied,  formal or informal,  written or oral - with any
            competitor   regarding  any  aspect  of  the   competition   between
            AeroTelesis, Inc. and the competitor for sales to third parties.

      o     Do not propose or enter into any agreements or  understandings  with
            customers  which  restrict  the  price or other  terms at which  the
            customer may resell any product or service to a third party.


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      o     Do not propose or enter into any agreements or  understandings  with
            suppliers   which  restrict  the  price  or  other  terms  at  which
            AeroTelesis,  Inc.  may  resell  any  product  or service to a third
            party.

      o     Consult  with  company   legal  counsel  early  in  the  process  of
            evaluating any proposed merger, acquisition or joint venture.

      o     Consult with  company  legal  counsel in  connection  with  business
            arrangements that could raise competition law issues, including:

            -     Exclusive arrangements for the purchase or sale of products or
                  services

            -     Bundling goods and services

            -     Technology  licensing  agreements that restrict the freedom of
                  the  licensee or  licensor

            -     Distribution arrangements with competitors

      WHAT TO WATCH OUT FOR

      o     Discussions or agreements with competitors on:
<TABLE>
<CAPTION>
<S>                                             <C>
            -     Prices                        -     Production or sales capacity or volume
            -     Terms or condition of sale    -     Coordination of bidding activities
            -     Costs, profits or margins     -     Production or sales capacity or volume
</TABLE>

      o     Any contacts with  competitors  that could create the  appearance of
            improper  agreements  or  understandings,  whether the contact is in
            person,  in writing,  by telephone,  through e-mail or through other
            means of electronic communication.

      IN THE AEROTELESIS, INC. COMMUNITY

Beyond AeroTelesis, Inc.'s specific responsibilities to customers and suppliers,
all of us have important  responsibilities  to each other and to the communities
in which we work.  Throughout  the company,  we must ensure that  employees  are
hired and promoted  based on merit and that working  conditions  comply with the
law. We must  strive to provide  safe  environments  for our  employees  and the
communities in which we do business.

Those principles are discussed under:

      o     Environment, Health & Safety

      o     Fair Employment Practices


                                       19
<PAGE>

Environment, Health & Safety

      POLICY OVERVIEW

AeroTelesis,  Inc. is committed to  achieving  environmental,  health and safety
(EHS")  excellence.  This is a responsibility of management and employees in all
functions.  AeroTelesis,  Inc. will strive to provide a safe and healthy working
environment  and to avoid  adverse  impact  and  injury to the  environment  and
communities in which we do business.  Our programs must combine clear leadership
by management,  the participation of all employees and functions, and the use of
appropriate technology in developing and distributing AeroTelesis, Inc. products
and services and in tending to our mining  properties and processing  facilities
worldwide.

      CORE REQUIREMENTS

      o     Comply with all relevant EHS laws and regulations.

      o     Create and maintain a safe working environment and prevent workplace
            injuries.

      o     Reduce waste, emissions and the use of toxic materials.

      o     Appropriately assess and manage our EHS risks.

      o     Eliminate  unreasonable  risks  from our  products,  activities  and
            services.

      o     Address  site   contamination   issues  in  a  cost   effective  and
            appropriate manner.

      o     Respect the environmental rights and interests of our neighbors.


      WHAT TO WATCH OUT FOR

      o     Unsafe activities and conditions, such as:

            -     Failure to use protective  equipment  (shoes,  safety glasses,
                  hearing protection, etc,

            -     Unlabeled chemicals.

            -     Exposed or unsafe wiring.

            -     Blocked fire exits.

            -     Unsafe driving or failure to wear seat belts.

            -     Working in high places without fall protection.


                                       20
<PAGE>


            -     Working beneath heavy,  suspended  loads, or improperly  using
                  cranes.

            -     Working on electrical or powered  equipment  without following
                  appropriate lock-out, tag-out procedures.

      o     Failure to comply with health,  safety or environmental  regulations
            and procedures.

      o     Deficiencies noted by OSHA or other government inspectors.

      o     Unreported environmental, health or safety hazards or accidents.

      o     Failing to respond  promptly  to  concerns  about  possible  product
            safety issues.

      o     Missed opportunities for reducing waste and toxic materials.

      Fair Employment Practices

            POLICY OVERVIEW

            AeroTelesis,   Inc.  is  committed  to  fair  employment  practices,
      including the prohibition against all forms of illegal discrimination.  By
      providing equal access and fair treatment to all employees on the basis of
      merit, we improve AeroTelesis, Inc.'s success while enhancing the progress
      of individuals and the communities where our businesses are located.

            AeroTelesis,  Inc. is committed to  following  applicable  labor and
      employment laws wherever it operates.  That includes  observing those laws
      that pertain to freedom of association,  privacy, recognition of the right
      to engage in collective bargaining,  the prohibition of forced, compulsory
      and child  labor,  and those laws that pertain to the  elimination  of any
      improper employment discrimination.

            CORE REQUIREMENTS

      o     Use  merit,  qualifications  (for  example,  education,  experience,
            competencies, etc.) and other job-related criteria as the sole basis
            for  all   employment-related   decisions  affecting  employees  and
            applicants.

      o     Recruit,  hire,  train,   compensate,   promote  and  provide  other
            conditions of employment  without regard to a person's race,  color,
            religion,   national  origin,  sex  (including  pregnancy),   sexual
            orientation,    age,    disability,    veteran   status   or   other
            characteristics protected by law,


                                       21
<PAGE>

      o     Provide a work  environment  free of  improper  harassment,  such as
            harassment  directed  at a  person  because  of  his  or  her  race,
            religion, sex, etc.

      o     Respect the privacy  rights of employees by using,  maintaining  and
            transferring  their  personal  data in  accordance  with  applicable
            company  guidelines  and  procedures.   While  seeking  to  maintain
            employee privacy, however,  AeroTelesis, Inc. must reserve the right
            to monitor use of company property (for example, computers,  e-mail,
            phones, proprietary information, etc.) in accordance with applicable
            laws.

      o     Comply with all relevant laws and regulations.

      o     In the U.S., take affirmative  actions to increase  opportunities in
            employment for women, minorities, the disabled and certain veterans.

      o     If a conflict arises between the requirements of this policy and the
            laws,  customs or  practices  of a  particular  area,  consult  with
            management   and  company   legal  counsel  to  determine  the  most
            appropriate course of action.

      WHAT TO WATCH OUT FOR

      o     A hostile work environment (for example, telling jokes or displaying
            materials that ridicule or offend a member of a particular sex, race
            or ethnic group).

      o     Allowing race,  color,  religion,  national  origin,  sex (including
            pregnancy), sexual orientation,  age, disability,  veteran status or
            other  characteristic  protected  by law to be a factor  in  hiring,
            promotion, compensation, or other employment-related decisions.

      o     Making  unwelcome sexual advances to another employee or person with
            whom you work.

      o     Violating a labor law in your country (for  example,  hiring a child
            who is under the legal minimum age).

      o     Refusing to work, or otherwise  cooperate  with certain  individuals
            because of their race, religion, sex, etc.

      o     Disclosing  employment  data to a  person  who  does  not  have  the
            business need, authority or the subject's consent.


                                       22
<PAGE>

      PROTECTING AEROTELESIS, INC. ASSETS

As  AeroTelesis,  Inc.  employees,  each of us has a direct  role in  helping to
maintain the company's  financial integrity by keeping company records accurate.
We must also safequard company property,  whether it is a piece of equipment, an
electronic  file, an AeroTelesis,  Inc.  trademark or  confidential  information
about an upcoming  deal, In addition,  we have a fundamental  obligation to make
sound  business  decisions on behalf of our company that are  undistorted by our
individual family, financial or other interests.

These policies concern our  responsibilities  for protecting  AeroTelesis,  Inc.
assets:

      o     Conflicts of Interest

      o     Controllership

      o     Insider Trading or Dealing & Stock Tipping

      o     Intellectual Property

Conflicts of Interest

      POLICY OVERVIEW

AeroTelesis,  Inc.  recognizes  and  respects  that  employees  may take part in
legitimate financial, business and other activities outside their jobs. However,
those   activities   must  be  lawful   and  free  of   conflicts   with   their
responsibilities  as  AeroTelesis,  Inc.  employees.  Employees  must not misuse
AeroTelesis,  Inc.  resources,  or discredit  AeroTelesis,  Inc.'s good name and
reputation.

The effectiveness of this policy depends in large part on the cooperation of all
employees in disclosing any situations that may be contrary to the intent of the
policy and the ethical standards that it expresses.

      CORE REQUIREMENTS

      o     Disclose   your   outside   activities,   financial   interests   or
            relationships  that may  present a possible  conflict of interest or
            the  appearance of a conflict.  Make your  disclosures in writing to
            your manager as well as to company legal counsel.

      o     In  addition  to  complying  with  the  law  and  AeroTelesis,  Inc.
            policies,  exercise  your  own good  judgment  in all  personal  and
            business dealings outside your AeroTelesis, Inc. job.

      o     Avoid  actions or  relationships  which might  conflict or appear to
            conflict  with  your  job   responsibilities  or  the  interests  of
            AeroTelesis, Inc..

      o     Do not misuse AeroTelesis,  Inc. resources,  intellectual  property,
            time or facilities (including office equipment,  e-mail and computer
            applications).


                                       23
<PAGE>

      o     Obtain  necessary  approvals  before  accepting  any  position as an
            officer or director of and outside business concern.

      o     Obtain the approval of your manager when  accepting a board position
            with a not-for-profit entity, when there may be an AeroTelesis, Inc.
            business relationship with the entity or an expectation of financial
            or other support from AeroTelesis, Inc..

            WHAT TO WATCH OUT FOR

      o     Holding a financial interest in a company where you could personally
            affect AeroTelesis, Inc.'s business with that company.

      o     Taking a  part-time  job where you may be  tempted  to spend time on
            that job during  normal  AeroTelesis,  Inc.  working hours or to use
            AeroTelesis, Inc. equipment or materials.

      o     Receiving  gifts of  greater  than  nominal  value  from  suppliers,
            customers  or  competitors  while you are in a position to influence
            AeroTelesis,  Inc.  decisions  that might affect or appear to affect
            the outside concern.

      o     Receiving  personal  discounts  or other  benefits  from  suppliers,
            service  providers or customers not available to the general  public
            or similarly situated AeroTelesis, Inc. employees.

      o     Accepting  an offer to  purchase  "friends  and  family  stock" in a
            company  issuing shares through an initial public  offering.  If you
            interface  with that  company  in your  AeroTelesis,  Inc.  business
            activities.

      o     Directing  business  to a  supplier  that is owned or  managed  by a
            relative or close friend.

      o     Misusing AeroTelesis,  Inc. resources, your position or influence to
            promote or assist an outside business or not-for-profit activity.

      o     Preferential hiring of, direct supervision of, or making a promotion
            decision about a spouse, relative or close personal friend.

      o     A romantic or other personal relationship that may create a conflict
            of interest with the employee's AeroTelesis,  Inc.  responsibilities
            or compromise company interests.


                                       24
<PAGE>

Controllership

      POLICY OVERVIEW

Controllership  comprises three elements that are vital to  AeroTelesis,  Inc.'s
unyielding  commitment  to maximize  the value we create for  shareholders:  (1)
COMPLIANCE with applicable laws,  regulations and company policies, (2) RIGOROUS
BUSINESS  PROCESSES  to  ensure  that  management  decisions  are based on sound
economic  analysis   (including  prudent   consideration  of  risks),  and  that
AeroTelesis,  Inc.'s physical,  financial and  intellectual  property assets are
safeguarded and optimally employed; and (3) INTEGRITY IN COMMUNICATION to ensure
timely and accurate  reporting of actual and forecasted  financial  information.
Through the unwavering commitment of all employees to controllership,  we create
an environment in which we can all take pride.

      CORE REQUIREMENTS

      o     Follow AeroTelesis,  Inc.'s internal accounting procedures,  as well
            as all generally accepted accounting principles, standards, laws and
            regulations for accounting and financial  reporting of transactions,
            estimates and forecasts.

      o     Maintain  complete,  accurate  and timely  records  and  accounts to
            reflect all business transactions.

      o     Safeguard all physical,  financial,  informational and other company
            assets.

      o     Use economic, risk-based criteria to make business decisions.

      o     Provide timely, candid forecasts and assessments to management.

      o     Maintain sound processes and controls.

      WHAT TO WATCH OUT FOR

      o     Financial   results   that   seem   inconsistent   with   underlying
            performance.

      o     Inaccurate  financial records,  such as overstated travel and living
            expense reports, or erroneous time sheets or invoices.

      o     Transactions which are inconsistent with good business economics.

      o     Confidential information released to unauthorized third parties.

      o     Absence of controls to protect assets from risk of loss.


                                       25
<PAGE>


      o     Physical  assets  or  other  resources  that  could  be  more  fully
            utilized, reallocated or disposed of.

      o     Circumventing, review and approval procedures.

      o     Adequacy of routines and controls at newly  acquired  businesses and
            at remote,  thinly staffed sites (for example,  mine site processing
            facilities).

Insider Trading or Dealing & Stock Tipping

      POLICY OVERVIEW

AeroTelesis,  Inc. is committed  to fair and open  markets for  publicly  traded
securities.  We have  established  standards of conduct for employees and others
who  obtain  material  or  price-sensitive,   non-public   information  ("inside
information") through their work for AeroTelesis, Inc.. Insider trading, insider
dealing and stock tipping are criminal offenses in the United States. Our policy
requires not only full compliance  with applicable  laws, but also avoiding even
the appearance of insider  trading,  insider dealing or tipping.  This policy is
not meant to restrict  the freedom of  employees  to make  appropriate  personal
investment,  or the  company's  right to  legitimately  use and disclose  inside
information  in the ordinary  conduct of its  business.  The  AEROTELESIS,  INC.
INSIDER  TRADING  POLICY is a  confidential,  private  document,  which  imposes
trading  restrictions on employees,  officers and directors of the company.  The
AEROTELESIS,  INC.  INSIDER  TRADING  POLICY  is a  separate  discussion  of the
principles on which that policy is based.

Insider  trading or dealing  means  personally  buying or selling stock or other
securities of any company while in  possession of inside  information  about the
company.  Stock tipping means disclosing inside  information about a company.  -
for example, to a relative, colleague or friend - to enable the person to buy or
sell stock or other securities of the company n the basis of such information.

      CORE REQUIREMENTS

      o     Never buy or sell the stock or other securities of any company while
            you have inside information.

      o     Never  recommend or suggest that anyone else buy, sell or retain the
            stock or other  securities  of any  company  while  you have  inside
            information about the company.

      o     You must disclose inside information to anyone outside  AeroTelesis,
            Inc.  (including  family  members),  except when such  disclosure is
            needed to enable AeroTelesis, Inc. to carry on its business properly
            and   effectively,   and  appropriate   steps  have  been  taken  to
            AeroTelesis,   Inc.  to  prevent  the  misuse  of  the  information.
            Employees  are  urged to  consult  with  company  legal  counsel  to
            determine if such disclosure is needed and is being undertaken in an
            appropriate manner.


                                       26
<PAGE>

      o     Only disclose inside  information  within  AeroTelesis,  Inc. in the
            ordinary  course of business  and when you have no reason to believe
            the information will be misused.

            WHAT TO WATCH OUT FOR

      o     Failing  to learn  how to  identify  inside  information.  It is any
            non-public  information  that a  reasonable  investor  is  likely to
            consider important in making an investment decision.

            - Inside  information may relate to  AeroTelesis,  Inc. or any other
            company, including AeroTelesis, Inc.'s suppliers, customers or other
            business partners.

            - Inside  information may be non-public  information  about anything
            that could  affect a  company's  stock  price,  including  a pending
            merger,  acquisition,  disposition or joint  venture,  a substantial
            contract award or termination; a major lawsuit or claim; an earnings
            announcement  or change in dividend policy or earnings  guidance;  a
            significant product or service  development;  a significant ore find
            or assay result; or the filing of a bankruptcy petition.

            - Any non-public  information  about a company that would  influence
            your  own  decision  to buy or sell  that  company's  stock or other
            securities PROBABLY is inside information.

      o     Trading tips  probably are also inside  information  if there is any
            indication  that the  information  may  originally  have  come  from
            someone with inside information.

Intellectual Property

      POLICY OVERVIEW

Among AeroTelesis, Inc.'s most valuable asset will be its intellectual property-
patents,  trade secrets,  license agreements,  trademarks,  copyrights and other
proprietary information. It is AeroTelesis, Inc.'s policy to establish, protect,
maintain  and  defend its rights in all  commercially  significant  intellectual
property and to use those rights in  responsible  ways.  All employees must take
steps to safeguard these assets.

In addition to protecting  AeroTelesis,  Inc.'s  intellectual  property  rights,
AeroTelesis,  Inc.  respects the valid  intellectual  property rights of others.
Unauthorized  use of the  intellectual  property  rights  of others  may  expose
AeroTelesis,  Inc. to civil law suits and damages. In many countries,  theft and
misappropriation of trade secrets, proprietary information or other intellectual
property  may  result  in  significant  fines  and  criminal  penalties  to both
AeroTelesis, Inc. and to the individual.


                                       27
<PAGE>

      CORE REQUIREMENTS

      o     Identify  and protect  commercially  significant  AeroTelesis,  Inc.
            intellectual property.

      o     Respect valid  patents,  copyrighted  materials and other  protected
            intellectual property of others.  Consult with company legal counsel
            concerning  necessary licenses or approvals to use such intellectual
            property.

      o     Require  non-passive  visitors to  AeroTelesis,  Inc.'s  facilities,
            stock brokers, investment bankers, consultants and investors to sign
            non-circumvention/non-disclosure agreements.

      o     Consult with company legal counsel before:

            -  Soliciting,  accepting  or  using  proprietary  information  from
            outsiders,  such  as  former  employers  of  any  AeroTelesis,  Inc.
            employee

            - Disclosing AeroTelesis, Inc. proprietary information to outsiders

            - Permitting  third parties to use  AeroTelesis,  Inc.  intellectual
            property

      WHAT TO WATCH OUT FOR

      o     Receiving,  from an employee,  proprietary  information about his or
            her prior employer.

      o     Accepting  proprietary  information from an outsider,  without first
            consulting  company  legal  counsel,  under  circumstances  where  a
            confidential relationship exists or may be implied.

      o     Discussing   AeroTelesis,   Inc.'s   proprietary   information  with
            customers or suppliers.

      o     Permitting outsiders from photographing or videotaping  AeroTelesis,
            Inc.'s equipment, plant and facilities.

      o     Passing  on, for  technical  or  management  review,  an  outsider's
            suggestion  for a new  product,  product  feature,  service or name,
            without consulting with your immediate supervisor or manager.

      o     Introducing,  or  divulging  information  about,  a new  product  or
            service before patent applications have been filed or a decision has
            been made to file an application.


                                       28
<PAGE>


      o     Introducing  a new  product or  service,  or new  product or service
            name, before checking for patent or trademark infringement.

      o     Threatened  anyone  suspected of infringing  any  AeroTelesis,  Inc.
            intellectual  property  without first  consulting with company legal
            counsel.

      o     Employing a person who  previously  worked for a competitor  without
            putting in place safeguards to prevent the person from inadvertently
            disclosing or using the competitor's proprietary information.


                                       29