CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

We  are  committed  to  maintaining  the highest standards of honest and ethical
business  conduct,  including  ensuring  full,  fair,  accurate,  timely  and
understandable  disclosures in our public documents and reports, compliance with
applicable  laws, prompt internal reporting of violations of these standards and
accountability  for  adherence  to  these  standards.

This  Code  of  Business  Conduct  and Ethics (the "Code") reflects the business
practices  and  principles  of behavior that support this commitment.  We expect
every  employee,  officer, and director to read, understand, and comply with the
Code  and  its  application  to  the  performance  of  his  or  her  business
responsibilities.  References  in  the  Code  to employees are intended to cover
officers  and,  as  applicable,  directors,  managers and supervisors as well as
employees.

Officers,  managers and other supervisors are expected to develop in employees a
sense  of  commitment  to  the  spirit,  as  well  as  the  letter, of the Code.
Supervisors  are also expected to ensure that all agents and contractors conform
to  Code standards when working for or on behalf of the Company.  Nothing in the
Code  alters  the  employment  at-will  policy  of  the  Company.

The  Code cannot possibly describe every practice or principle related to honest
and  ethical conduct.  The Code addresses conduct that is particularly important
to  proper  dealings  with  the  people  and entities with whom we interact, but
reflects  only  a  part  of  our  commitment.

The  following additional policies of the Company supplement or amplify the Code
in  certain  areas  and  should  be  read  in  conjunction  with  the  Code:

-    Action  by  members  of  your immediate family, significant others or other
persons who live in your household also may potentially result in ethical issues
to the extent that they involve the Company's business.  For example, acceptance
of inappropriate gifts by a family member from one of our suppliers could create
a  conflict  of  interest  and  result  in a Code violation attributable to you.
Consequently,  in complying with the Code, you should consider not only your own
conduct,  but also that of your immediate family members, significant others and
other  persons  who  live  in  your  household.

-    The  integrity  and  reputation  of  the  Company  depends  on the honesty,
fairness and integrity brought to the job by each person associated with us.  It
is  the responsibility of each employee to apply common sense, together with his
or  her  own  highest  personal  ethical standards, in making business decisions
where  there  is no stated guideline in the Code.  Unyielding personal integrity
is  the  foundation  of  corporate  integrity.
YOU  SHOULD  NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE
THE  CODE,  VOICE  CONCERNS  OR CLARIFY GRAY AREAS. SECTION 16 BELOW DETAILS THE
COMPLIANCE  RESOURCES  AVAILABLE  TO  YOU.  IN  ADDITION, YOU SHOULD BE ALERT TO
POSSIBLE  VIOLATIONS  OF  THE  CODE  BY  OTHERS AND REPORT SUSPECTED VIOLATIONS,
WITHOUT  FEAR  OF  ANY  FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION 16.

-    Violations  of  the  Code will not be tolerated.  Any employee who violates
the  standards  in  the  Code  may  be subject to disciplinary action, up to and
including  termination  of  employment  and,  in  appropriate cases, civil legal
action  or  referral  for  criminal  prosecution.

1.   LEGAL  COMPLIANCE

Obeying  the  law, both in letter and in spirit, is the foundation of this Code.
Our  success  depends upon each employee's operating within legal guidelines and
cooperating with local, national and international authorities.  It is therefore
essential  that  you understand the legal and regulatory requirements applicable
to  your  business  unit  and area of responsibility.  We will send employees to
periodic training sessions to ensure that all employees comply with the relevant
laws,  rules  and  regulations  associated with their employment, including laws
prohibiting  insider trading (which are discussed in further detail in Section 4
below). While we do not expect you to memorize every detail of these laws, rules
and  regulations,  we  want you to be able to determine when to seek advice from
others.

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If  you  do  have  a  question  in  the area of legal compliance, it is
important  that  you  not  hesitate  to seek answers from your supervisor or the
Corporate  Responsibility  Officer  (see  Section  16).

Disregard  of  the  law will not be tolerated.  Violation of domestic or foreign
laws,  rules and regulations may subject an individual as well as the Company to
civil  and/or  criminal penalties. You should be aware that conduct and records,
including  emails,  are subject to internal and external audits and to discovery
by third parties in the event of a government investigation or civil litigation.
It is in everyone's best interests to know and comply with our legal and ethical
obligations.


2.   MISUSE  OF  COMPANY  COMPUTER  EQUIPMENT

You may not, while acting on behalf of the Company, or while using our computing
or  communications  equipment  or  facilities,  either:

-    Access  the  internal  computer  system (also known as  "hacking") or other
resource of another entity without express written authorization from the entity
responsible  for  operating  that  resource;

-    Commit  any  unlawful  or  illegal act, including harassment, libel, fraud,
sending  of  unsolicited  bulk  email  (also  known  as  "spam") in violation of
applicable  law,  trafficking  in  contraband  of  any  kind,  or  espionage.

If  you  receive  authorization  to  access  another  entity's internal computer
system,  or  other  resource,  you  must  make  a  permanent  record  of  that
authorization  so  that it may be retrieved for future reference and you may not
exceed  the  scope  of  that  authorization.

Unsolicited bulk email is regulated by law in a number of jurisdictions.  If you
intend  to send unsolicited bulk email to persons outside of the Company, either
while acting on our behalf or using our computing or communications equipment or
facilities,  you  should contact your supervisor or the Corporate Responsibility
Officer  for  approval.

All  data  residing  on  or transmitted through our computing and communications
facilities,  including  email  and word processing documents, is the property of
the  Company  and  subject to inspection, retention and review by the Company in
accordance  with  applicable  law.

3.   ENVIRONMENT  COMPLIANCE

Federal  law  imposes  criminal  liability  on  any  person  or  company  that
contaminates  the  environment  with  any  hazardous  substance that could cause
injury  to the community or environment.  Violation of environmental laws can be
a  criminal  offense and can involve monetary fines and imprisonment.  We expect
employees  to  comply  with  all  applicable  environmental  laws.

It  is  our policy to conduct our business in an environmentally responsible way
that  minimizes  environmental  impacts.  We are committed to minimizing and, if
possible,  eliminating  the  use  of  any  substance  or material that may cause
environmental  damage,  reducing  waste  generation  and  disposing of all waste
through  safe  and  responsible  methods,  minimizing  environmental  risks  by
employing  safe  technologies  and  operating  procedures, and being prepared to
respond  appropriately  to  accidents  and  emergencies.

4.   INSIDER  TRADING

Employees  who  have  access  to  confidential (or "inside") information are not
permitted to use or share that information for stock trading purposes or for any
other  purpose except to conduct our business.  All non-public information about
the  Company  or  about  companies  with  which  we  do  business  is considered
confidential information.  To use material  non-public information in connection
with  buying or selling securities, including "tipping" others who might make an
investment  decision on the basis of this information, is not only unethical, it
is  illegal.  Employees  must  exercise  the  utmost care when handling material
inside  information.

5.   INTERNATIONAL  BUSINESS  LAWS

Our  employees  are expected to comply with the applicable laws in all countries
to  which they travel, in which they operate and where we otherwise do business,
including  laws  prohibiting bribery, corruption or the conduct of business with
specified  individuals, companies or countries.  The fact that in some countries
certain  laws are not enforced or that violation of those laws is not subject to
public  criticism  will  not  be

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accepted  as  an excuse for noncompliance.  In
addition,  we  expect  employees to comply with U.S. laws, rules and regulations
governing  the  conduct of business by its citizens and corporations outside the
U.S.

These  U.S.  laws,  rules  and  regulations,  which extend to all our activities
outside  the  U.S.,  include:

-    The  Foreign  Corrupt Practices Act, which prohibits directly or indirectly
giving  anything of value to a  government official to obtain or retain business
or  favorable  treatment,  and  requires  the  maintenance  of accurate books of
account,  with  all  company  transactions  being  properly  recorded

-    U.S. Embargoes, which restrict or, in some cases, prohibit companies, their
subsidiaries  and  their  employees  from  doing  business  with  certain  other
countries  identified  on a list that changes periodically (including currently,
for  example, Angola  (partial), Burma (partial), Cuba, Iran, Iraq, Libya, North
Korea,  Sudan  and  Syria)  or  specific  companies  or  individuals

-    Export  Controls, which restrict travel to designated countries or prohibit
r restrict the export of goods, services and technology to designated countries,
denied persons or denied entities from the U.S., or the re-export of U.S. origin
goods  from  the  country  of original destination to such designated countries,
denied  companies  or  denied  entities

-    Anti-boycott  Compliance,  which  prohibits  U.S. companies from taking any
action  that  has  the  effect  of  furthering or supporting a restrictive trade
practice  or boycott that is fostered or imposed  by a foreign country against a
country  friendly  to  the  U.S.  or  against  any  U.S.  person

If  you  have  a question as to whether an activity is restricted or prohibited,
seek assistance before taking any action, including giving any verbal assurances
that  might  be  regulated  by  international  laws.


6.   CONFLICTS  OF  INTEREST

A  "conflict  of  interest"  occurs  when  an individual's personal interest may
interfere  in  any  way  with  the  performance of his or her duties or the best
interests  of the Company.  A conflicting personal interest could result from an
expectation  of  personal  gain now or in the future or from a need to satisfy a
prior  or  concurrent  personal  obligation.  We expect our employees to be free
from  influences that conflict with the best interests of the Company.  Even the
appearance  of a conflict of interest where none actually exists can be damaging
and  should  be  avoided.  Whether  or not a conflict of interest exists or will
exist  can be unclear.  Conflicts of interest are prohibited unless specifically
authorized  as  described  below.

If  you have any questions about a potential conflict, or if you become aware of
an  actual  or potential conflict, and you are not an officer or director of the
Company,  you  should  discuss  the matter with your supervisor or the Corporate
Responsibility  Officer  (as  further described in Section 16).  Supervisors may
not authorize conflict of interest matters without first seeking the approval of
the  Corporate  Responsibility  Officer  and  filing  with  the  Corporate
Responsibility Officer a written description of the authorized activity.  If the
supervisor  is  involved in the potential or actual conflict, you should discuss
the matter directly with the Corporate Responsibility Officer.  Factors that may
be  considered in evaluating a potential conflict of interest are, among others:

-    Whether  it  may  interfere  with  the  employee's  job  performance,
responsibilities  or  morale;

-    Whether  the  employee  has  access  to  confidential  information;

-    Whether  it  may  interfere  with  the job performance, responsibilities or
morale  of  others  within  the  organization;

-    Any  potential  adverse  or  beneficial  impact  on  our  business;

-    Any  potential  adverse or beneficial  impact on our relationships with our
customers  or  suppliers  or  other  service  providers;

-    Whether  it  would  enhance  or  support  a  competitor's  position;

-    The  extent  to which it would result in financial or other benefit (direct
or  indirect)  to  the  employee;

-    The  extent  to which it would result in financial or other benefit (direct
or  indirect)  to  one  of  our customers, suppliers or other service providers;

-    The  extent  to  which  it  would  appear  improper to an outside observer.

The  following  are  examples of situations that may, depending on the facts and
circumstances,  involve  conflicts  of  interests:

-    Employment  by  (including  consulting  for)  or  service on the board of a
competitor,  customer  or  supplier  or  other  service provider.  Activity that
enhances  or  supports  the  position  of  a  competitor to the

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detriment of the
Company  is  prohibited,  including  employment  by or service on the board of a
competitor.  Employment  by or service on the board of a customer or supplier or
other  service provider is generally discouraged and you must seek authorization
in  advance  if  you  plan  to  take  such  action.

-    Owning,  directly  or  indirectly,  a significant financial interest in any
entity  that  does  business,  seeks  to  do  business  or competes with us.  In
addition  to  the  factors  described  above,  persons  evaluating ownership for
conflicts  of  interest will consider the size and nature of the investment; the
nature  of  the  relationship  between  the  other  entity  and the Company; the
employee's  access  to  confidential  information  and the employee's ability to
influence  corporation  decisions.  If  you  would  like  to acquire a financial
interest  of  that  kind,  you  must  seek  approval  in  advance.

-    Soliciting or accepting gifts, favors, loans or preferential treatment from
any  person  or  entity  that does business or seeks to do business with us. See
Section  10  for  further  discussion  of  the  issues  involved in this type of
conflict.

-    Soliciting contributions to any charity or for any political candidate from
any  person  or  entity  that  does  business  or  seeks to do business with us.

-    Taking  personal  advantage  of corporate opportunities.  See Section 7 for
further  discussion  of  the  issues  involved  in  this  type  of  conflict.

-    Moonlighting  without  permission.

-    Conducting  our  business transactions with your family member, significant
other  or  person  who  shares  your household or a business in which you have a
significant  financial  interest.

-    Exercising  supervisory or other authority on behalf of the Company, over a
co-worker  who  is  also  a  family  member.

-    Loans  to,  or  guarantees  of  obligations  of,  employees or their family
members  by  the  Company  could  constitute an improper personal benefit to the
recipients  of  these  loans  or  guarantees,  depending  on  the  facts  and
circumstances.  Some  loans  are  expressly prohibited by law and applicable law
requires  that  our  Board  of  Directors  approve  all  loans and guarantees to
employees.

7.  CORPORATE  OPPORTUNITIES
You  may  not take personal advantage of opportunities that are presented to you
or  discovered  by you as a result of your position with us, or through your use
of  corporate  property  or information, unless authorized by your supervisor or
the  Corporate  Responsibility  Officer.  Even  opportunities  that are acquired
privately  by  you  may  be  questionable if they are related to our existing or
proposed  lines of business.  Participation in an investment or outside business
opportunity  that  is related to our existing or proposed lines of business must
be  pre-approved.  You cannot use your position with us or corporate property or
information  for improper personal gain, nor can you compete with us in any way.

8.   MAINTENANCE  OF  CORPORATE  BOOKS,  RECORDS,  DOCUMENTS  AND  ACCOUNTS;
      FINANCIAL  INTEGRITY;  PUBLIC  REPORTING

The  integrity  of  our  records  and public disclosure depends on the validity,
accuracy and completeness of the information supporting the entries to our books
of  account.  Therefore,  our corporate and business records should be completed
accurately  and  honestly.  The  making  of false or misleading entries, whether
they  relate  to financial results or test results, is strictly prohibited.  Our
records  serve as a basis for managing our business and are important in meeting
our  obligations  to  customers, suppliers, creditors, employees and others with
whom  we  do business.  As a result, it is important that our books, records and
accounts  accurately  and  fairly  reflect,  in  reasonable  detail, our assets,
liabilities,  revenues,  costs  and  expenses,  as  well as all transactions and
changes  in  assets  and  liabilities.

We  require  that:

-    No  entry  be  made  in  our  books and records that intentionally hides or
disguises  the  nature  of  any  transaction  or  of  any of our liabilities, or
misclassifies  any  transactions  as  to  accounts  or  accounting  periods;

-    Transactions  be  supported  by  appropriate  documentation;

-    The  terms  of  sales  and  other  commercial  transactions  be  reflected
accurately  in  the  documentation  for  those  transactions  and  all  such
documentation  be  reflected  accurately  in  our  books  and  records;

-    Employees  comply  with  our  system  of  internal  controls;

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-    No  cash or other assets be maintained for any purpose in any unrecorded or
"off-the-books"  fund.

Our  accounting  records  are  also  relied  upon  to  produce  reports  for our
management,  stockholders  and  creditors, as well as for governmental agencies.
In  particular,  we  rely  upon  our accounting and other business and corporate
records in preparing the periodic and current reports that we file with the SEC.
These  reports  must  provide  full,  fair,  accurate, timely and understandable
disclosure and fairly present our financial condition and results of operations.
Employees  who  collect,  provide  or  analyze  information  for  or  otherwise
contribute  in  any way in preparing or verifying these reports should strive to
ensure  that  our  financial disclosure is accurate and transparent and that our
reports contain all of the information about the Company that would be important
to enable stockholders and potential investors to assess the soundness and risks
of our business and finances and the quality and integrity of our accounting and
disclosures.

In  addition:

-    No employee may take or authorize any action that would cause our financial
records  or  financial  disclosure  to  fail  to  comply with generally accepted
accounting  principles, the rules and regulations of the SEC or other applicable
laws,  rules  and  regulations;

-    All  employees  must  cooperate  fully  with our Accounting, as well as our
independent  public  accountants  and  counsel,  respond to their questions with
candor  and  provide  them with complete and accurate information to help ensure
that  our  books  and  records,  as  well as our reports filed with the SEC, are
accurate  and  complete;

-    No  employee  should knowingly make (or cause or encourage any other person
to  make) any false or misleading statement in any of our reports filed with the
SEC  or  knowingly  omit  (or  cause  or encourage any other person to omit) any
information  necessary  to make the disclosure in any of our reports accurate in
all  material  respects.

Any  employee  who  becomes  aware  of  any departure from these standards has a
responsibility  to  report  his  or  her knowledge promptly to a supervisor, the
Corporate  Responsibility  Officer  or  one  of  the  other compliance resources
described  in  Section  16.

9.   FAIR  DEALING

We  strive  to  outperform our competition fairly and honestly.  Advantages over
our  competitors are to be obtained through superior performance of our products
and  services,  not  through unethical or illegal business practices.  Acquiring
proprietary  information  from  others  through improper means, possessing trade
secret information that was improperly obtained, or inducing improper disclosure
of confidential information from past or present employees of other companies is
prohibited,  even  if  motivated  by  an intention to advance our interests.  If
information  is  obtained by mistake that may constitute a trade secret or other
confidential information of another business, or if you have any questions about
the legality of proposed information gathering, you must consult your supervisor
or  the  Corporate  Responsibility  Officer, as further described in Section 16.

You  are  expected  to  deal fairly with our customers, suppliers, employees and
anyone else with whom you have contact in the course of performing your job.  No
employee  may  take  unfair  advantage  of anyone through misuse of confidential
information,  misrepresentation  of  material  facts or any other unfair dealing
practice.

Employees  involved  in  procurement  have a special responsibility to adhere to
principles  of  fair  competition  in  the  purchase of products and services by
selecting  suppliers based exclusively on normal commercial considerations, such
as  quality,  cost, availability, service and reputation, and not on the receipt
of  special  favors.

10.  GIFTS  AND  ENTERTAINMENT

Business  entertainment and gifts are meant to create goodwill and sound working
relationships  and  not  to gain improper with customers or facilitate approvals
from  government  officials.  Unless  express  permission  is  received  from  a
supervisor  or  the  Corporate  Responsibility Officer, entertainment  and gifts
cannot  be  offered, provided or accepted by any employee unless consistent with
customary  business  practices  and not (a) excessive in value, (b) in cash, (c)
susceptible of being construed as a bribe or kickback or (d) in violation of any
laws.  This  principle applies to our transactions everywhere in the world, even
where  the  practice is widely considered "a way of doing business."  Under some
statutes,  such  as the U.S. Foreign Corrupt

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Practices Act (further described in
Section  5),  giving  anything  of  value  to a government official to obtain or
retain  business or favorable treatment is a criminal act subject to prosecution
and  conviction.  Discuss  with  your supervisor or the Corporate Responsibility
Officer  any  proposed  entertainment  or gifts if you are uncertain about their
appropriateness.

11.  ANTITRUST

Antitrust  laws  are  designed  to  protect the competitive process.  These laws
generally  prohibit:

-    Agreements,  formal  or informal, with competitors that harm competition or
customers,  including  price fixing and allocations of customers, territories or
contracts;

-    Agreements,  formal or informal, that establish or fix the price at which a
customer  may  resell  a  product;

-    The  acquisition or maintenance of a monopoly or attempted monopoly through
anti-competitive  conduct.

Certain  kinds of information, such as pricing, production and inventory, should
not  be  exchanged  with  competitors,  regardless of how innocent or casual the
exchange  may  be  and  regardless  of  the setting, whether business or social.

Understanding  the  requirements of antitrust and unfair competition laws of the
various  jurisdictions  where we do business can be difficult, and you are urged
to  seek assistance from your supervisor or the Corporate Responsibility Officer
whenever  you  have  a  question  relating  to  these  laws.

12.  PROTECTION  AND  PROPER  USE  OF  COMPANY  ASSETS

All employees are expected to protect our assets and ensure their efficient use.
Theft,  carelessness  and  waste have a direct impact on our profitability.  Our
property,  such  as  laboratory equipment, office equipment, office supplies and
computer  equipment,  are  expected  to  be  used  only  for legitimate business
purposes,  although  incidental personal use may be permitted.  Employees should
be  mindful  of the fact that we retain the right to access, review, monitor and
disclose  any  information  transmitted, received or stored using our electronic
equipment,  with or without an employee's or third party's knowledge, consent or
approval.  Any  misuse  or  suspected  misuse  of our assets must be immediately
reported  to  your  supervisor  or  the  Corporate  Responsibility  Officer.

13.  CONFIDENTIALITY

One of our most important assets is our confidential information.  Employees who
have  received  or  have  access to confidential information should take care to
keep  this  information  confidential.  Confidential  information  may  include
business,  marketing  and  service  plans,  financial  information,  product
architecture,  source  codes,  engineering  and  manufacturing  ideas,  designs,
databases,  customer  lists,  pricing  strategies,  personnel  data,  personally
identifiable  information  pertaining  to  our  employees,  customers  or  other
individuals  (including,  for  example,  names, addresses, telephone numbers and
social security numbers), and similar types of information provided to us by our
customers, suppliers and partners.  This information may be protected by patent,
trademark,  copyright  and  trade  secret  laws.

Except when disclosure is authorized or legally mandated, you must not share our
or  our  suppliers' or customers' confidential information with third parties or
others within the Company, who have no legitimate business purpose for receiving
that  information.  Doing  so  would  constitute  a  violation of the employment
agreement  that you signed upon joining us.  Unauthorized use or distribution of
this  information  could  also  be  illegal and result in civil liability and/or
criminal  penalties.

You  should  also  take  care  not  to  inadvertently  disclose  confidential
information.  Materials  that  contain  confidential information, such as memos,
notebooks,  computer  disks  and  laptop  computers  should  be stored securely.
Unauthorized  posting  or discussion of any information concerning our business,
information or prospects on the Internet is prohibited.  You may not discuss our
business, information or prospects in any "chat room," regardless of whether you
use  your  own  name  or  a  pseudonym.  Be  cautious  when discussing sensitive
information  in  public  places  like  elevators,  airports,  restaurants  and
"quasi-public"  areas  within the Company.  All Company e-mails, voicemails, and
other  communications  are  presumed confidential and should not be forwarded or
otherwise  disseminated  outside  of  the  Company,  except  where  required for
legitimate  business  purposes.

In  addition  to  the  above  responsibilities,  if you are handling information
protected  by  any  privacy  policy  published  by us, then you must handle that
information  solely  in  accordance  with  the  applicable  policy.

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14.  MEDIA/PUBLIC  DISCUSSIONS

It  is our policy to disclose material information concerning the Company to the
public  only  through specific limited channels to avoid inappropriate publicity
and  to  ensure  that  all those with an interest in the Company will have equal
access  to  information.  All  inquiries  or  calls from the press and financial
analysts  should  be  referred  to  the CEO, President or the investor relations
department.  We  have  designated  our  CEO,  President  and CFO as our official
spokespersons  for  financial matters.  We have designated our CEO and President

as  our  official  spokespersons  for  marketing,  technical  and  other related
information.  Unless a specific exception has been made by the CEO, President or
CFO,  these  designees are the only people who may communicate with the press on
behalf  of  the  Company.

15.  WAIVERS

Any  waiver  of  this  Code for executive officers (including, where required by
applicable  laws,  our principal executive officer, principal financial officer,
principal  accounting  officer  or  controller  (or  persons  performing similar
functions))  or  directors may be authorized only by our Board of Directors or a
committee  of  the  Board  and  will be disclosed to stockholders as required by
applicable  laws,  rules  and  regulations.

16.  COMPLIANCE  STANDARDS  AND  PROCEDURES

COMPLIANCE  RESOURCES
---------------------

To  facilitate  compliance  with  this Code, we have established the position of
Corporate  Responsibility  Officer  to  oversee  this  program.  The  Corporate
Responsibility  Officer  is  a  person  to whom you can address any questions or
concerns. We will keep all applicable persons informed as to the identity of and
the  contact  information  for  the  Corporate  Responsibility  Officer.

In  addition  to  fielding  questions  or  concerns  with  respect  to potential
violations  of  this  Code,  the Corporate Responsibility Officer is responsible
for:

-    Investigating  possible  violations  of  the  Code;

-   Training  new  employees  in  Code  policies;

-    Conducting  annual training sessions to refresh employees' familiarity with
the  Code;

-    Distributing  copies  of the Code annually to each employee with a reminder
that  each employee is responsible for reading, understanding and complying with
the  Code;

-    Updating  the  Code  as needed and alerting  employees to any updates, with
appropriate  approval  of the Board of Directors, to reflect changes in the law,
the  Company's  operations  and in recognized best practices, and to reflect the
Company's  experience;

=    Otherwise  promoting  an  atmosphere  of  responsible  and ethical conduct.

Your  most  immediate  resource  for  any  matter  related  to  the Code is your
supervisor.  He  or  she  may  have  the information you need, or may be able to
refer  the question to another appropriate source.  There may, however, be times
when  you  prefer  not to go to your supervisor.  In these instances, you should
feel  free  to  discuss  your concern with the Corporate Responsibility Officer.

CLARIFYING  QUESTIONS  AND  CONCERNS;  REPORTING  POSSIBLE  VIOLATIONS
----------------------------------------------------------------------

If  you  encounter  a  situation  or  are considering a course of action and its
appropriateness  is unclear, discuss the matter promptly with your supervisor or
the  Corporate Responsibility Officer; even the appearance of impropriety can be
very  damaging  and  should  be  avoided.

If you are aware of a suspected or actual violation of Code standards by others,
you  have a responsibility to report it.  You are expected to promptly provide a
compliance  resource  with  a  specific  description  of  the violation that you
believe  has  occurred,  including  any  information  you have about the persons
involved  and  the time of the violation.  Whether you choose to speak with your
supervisor  or  the  Corporate  Responsibility Officer, you should do so without
fear of any form of retaliation. We will take prompt disciplinary action against
any  employee  who  retaliates  against  you, up to and including termination of
employment.

Supervisors  must  promptly  report  any  complaints  or  observations  of  Code
violations  to  the  Corporate  Responsibility  Officer.  The  Corporate
Responsibility  Officer  will  investigate all reported possible Code violations
promptly  and  with the highest degree of confidentiality that is possible under
the  specific

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<PAGE>

circumstances.  Your  cooperation  in  the  investigation will be
expected.  As needed, the Corporate Responsibility Officer will consult with the
Board  of  Directors.

If  the  investigation  indicates  that  a  violation  of  the Code has probably
occurred,  we  will  take  such action as we believe to be appropriate under the
circumstances.  If  we  determine  that  an  employee  is responsible for a Code
violation,  he  or  she  will  be  subject  to  disciplinary  action  up to, and
including,  termination of employment and, in appropriate cases, civil action or
referral  for  criminal  prosecution.  Appropriate  action  may also be taken to
deter  any  future  Code  violations.

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