EXHIBIT 14.1
                         TELECOMMUNICATION PRODUCTS, INC
                      CORPORATE CODE OF CONDUCT AND ETHICS
                                    FOREWORD

This  Corporate  Code  of  Conduct  and  Ethics,  referred  to as the "Code," is
intended  to  provide our associates, as defined below, with an understanding of
the  principles  of  business  conduct and ethics that are expected of them. The
standards  set  forth  in  the  Code  apply  to  us  all.  Every  associate  of
Telecommunication  Products,  Inc.  is  expected  to  comply  with the Code as a
condition  of  his  or  her  relationship with the company. The term "associate"
means every full and part-time employee of the company and its subsidiaries, all
members  of  the  company's  senior  management,  including  the company's Chief
Executive Officer and Chief Financial Officer, and every member of the company's
Board of Directors, even if such member is not employed by the company. The Code
does  not  replace  the  company's  existing  Employee  Handbook.  The Code, the
Handbook  and  the other company policies referenced herein set forth our mutual
expectations regarding ethical standards and company procedures. The company has
made  the  Code publicly available both on its web site and as an exhibit to its

Annual  Report  on  Form  10-K.

If  any  breach of the Code is known to you, you should report violations to the
Corporate  Compliance  Officer  (who is our General Counsel) or to any member of
the Compliance Committee, as described in more detail below. Reports may be made
anonymously  and  we  have  adopted  a specific non-retaliation policy described
herein  to  protect  associates  who  make  reports  of  potential  violations.
While it is impossible for this Code to describe every situation that may arise,
the  standards  explained  in  this  Code  are guidelines that should govern our
conduct.  If  you have questions regarding the matters that are addressed in the
Code,  you  are urged to consult with the Corporate Compliance Officer, a member
of  the  Compliance  Committee,  or  another  member  of  management.

The  provisions  of  the  Code  regarding  the actions the company will take are
guidelines  which  the  company  intends  to follow. There may be circumstances,
however,  that  in  the company's judgment require different measures or actions
and  in  such cases it may act accordingly while still attempting to fulfill the
principles  underlying  this  Code.

I.  IMPLEMENTATION  OF  THE  CODE

The  following questions and answers address the company's implementation of the
Code.  The  company  has  attempted  to  design  procedures  that ensure maximum
confidentiality,  anonymity,  and,  most  importantly,  freedom from the fear of
retaliation  for  complying  with  and  reporting  violations  under  the  Code.

Q:  Who  is  responsible  for  administering,  updating  and enforcing the Code?
A:  The company's Board of Directors and our a Corporate Compliance Officer will
administer,  update  and enforce the Code. Ultimately, the Board of Directors of
the  company  must  ensure  that  the Corporate Compliance Officer fulfill their
responsibilities.  The  Corporate  Compliance Officer has overall responsibility
for  overseeing  the  implementation  of  the  Code. The Compliance Committee is
comprised  of the Corporate Compliance Officer (who is the General Counsel), and
the  Chairman  of  the  Board  of  Directors.

Q:  How  can  I  contact  the  Corporate  Compliance  Officer and the Compliance
Committee?
A:  The names and phone numbers of the Corporate Compliance Officer our Chairman
of  the  Board  are listed below. Any one of these individuals can assist you in
answering  questions  or  reporting violations or suspected violations under the
Code.


--------------------------------------------------------------------------------
Robert  C.  Russell
(954)  620-0208
Chief  Executive  Officer  and
Corporate  Compliance  Officer
rrussell@tellapro.com
--------------------------------------------------------------------------------
Marcia  A.  Pearlstein
(954)  620-0208
Interim  Chief  Financial  Officer  and  Corporate  Secretary
Compliance  Committee  Member
mpearlstein@tellapro.com
--------------------------------------------------------------------------------

II.  GENERAL  REQUIREMENTS
Each  associate of the company is expected to be honest in all business dealings
and  obligations,  and  to try to ensure: o the ethical handling of conflicts of
interest between personal and professional relationships; o accurate, timely and
understandable  disclosure  in  the  reports required to be filed by the company
with  the  Securities and Exchange Commission and in other public communications
made  by  the  company;  and

o  compliance  with  applicable  governmental  laws,  rules  and  regulations.

III.  CONFLICTS  OF  INTEREST

Associates  should be cautious in any situation that may involve, or even appear
to involve, a conflict between their personal interests and the interests of the
company. An actual or potential conflict of interest arises when an associate is
in  a position to influence a decision that may result in personal gain for that
associate  or  for  a  relative  of  that associate as a result of the company's
business dealings. For the purposes of this policy, a relative is any person who
is  related  by  blood  or  marriage.  In  dealings  with  current  or potential
customers, suppliers, contractors, and competitors, each associate should act in
the  best  interests  of  the company to the exclusion of personal advantage. In
addition,  business  dealings  with  outside  firms  should not result in highly
unusual  gains  for those firms, such as bribes, unusual price breaks, and other
windfalls.  Associates are prohibited from any of the following activities which
could  represent  an  actual  or  perceived  conflict  of  interest:

o  No  associate  or relative of an associate shall have a significant financial
interest  in,  or  obligation  to,  any outside enterprise which is an actual or
potential  competitor  of  the company, without prior approval of the Compliance
Committee,  or  in  the  case  of  executive officers or members of the Board of
Directors,  the  full  Board  of  Directors  or  a  committee  thereof.

o  No executive officer or employee, or a relative of an executive officer or an
employee,  shall  serve  as  a  director,  officer or in any other management or
consulting  capacity  of  any  actual  competitor  of  the  company.

o  No  director, or a relative of a director, shall serve as a director, officer
or  in  any  other management or consulting capacity of any actual competitor of
the  company,  without  the  prior  approval of the full Board of Directors or a
committee  thereof.

o  No  associate  shall  engage in activities that are directly competitive with
those  in  which  the  company  is  engaged.

o  No  associate  shall  divert  a business opportunity from the company to such
individual's  own  benefit.  If  an associate becomes aware of an opportunity to
acquire or profit from a business opportunity or investment in which the company
is or may become involved or in which the company may have an existing interest,
the  associate  should  disclose  the relevant facts to the Corporate Compliance

Officer  or  a  member of the Compliance Committee. The associate may proceed to
take advantage of such opportunity only if the company is unwilling or unable to
take  advantage  of  such  opportunity  as notified in writing by the Compliance
Committee.

o  No  associate  or  relative of an associate shall receive any loan or advance
from  the company, or be the beneficiary of a guarantee by the company of a loan
or advance from a third party, other than customary advances or corporate credit
in  the  ordinary  course  of  business  or otherwise approved by the Compliance
Committee.  Please  see  Section  IV.E.  below,  "Corporate  Advances", for more
information  on  permitted  corporate  advances.

In  addition,  the  Audit  Committee  of  the Board of Directors will review and
approve,  in  advance,  all  related-party  transactions,  as  required  by  the
Securities  and  Exchange Commission, The Over-the-counter Bulletin Board Market
or  any  other  regulatory  body  to  which  the  company  is  subject.

Each  associate  should  make  prompt  and  full  disclosure  in  writing to the
Corporate  Compliance  Officer  or  a  member of the Compliance Committee of any
situation  that  may  involve  a  conflict  of interest. Failure to disclose any
actual  or  perceived  conflict  of  interest  is  a  violation  of  the  Code.

IV.  PROTECTION  AND  PROPER  USE  OF  COMPANY  ASSETS

Proper  protection  and  use  of  company  assets  and assets entrusted to it by
others,  including  proprietary  information, is a fundamental responsibility of
each  associate  of the company. Associates should comply with security programs
to safeguard such assets against unauthorized use or removal, as well as against
loss  by  criminal  act  or  breach  of trust. The provisions hereof relating to
protection  of the company's property also apply to property of others entrusted
to  it  (including  proprietary  and  confidential  information).

A.  Proper  Use  of  Company  Property
The  removal  from  the  company's  facilities  of  the  company's  property  is
prohibited,  unless  authorized  by  the  company.  This applies to furnishings,
equipment,  and supplies, as well as property created or obtained by the company
for  its  exclusive  use  -  such as client lists, files, personnel information,
reference materials and reports, computer software, data processing programs and
data  bases.  Neither originals nor copies of these materials may be permanently
removed  from  the  company's  premises  or  used  for  purposes  other than the
company's  business  without  prior  written  authorization  from the Compliance
Committee.

The  company's products and services are its property; contributions made by any
associate to their development and implementation are the company's property and
remain  the  company's  property  even  if  the  individual's  employment  or
directorship  terminates.

Each  associate  has  an obligation to use the time for which he or she receives
compensation  from  the  company  productively.  Work hours should be devoted to
activities  directly  related  to  the  company's  business.

B.  Confidential  Information
The  company  provides  its associates with confidential information relating to
the  company and its business with the understanding that such information is to
be  held  in  confidence and not communicated to anyone who is not authorized to
see  it,  except  as  may be required by law. The types of information that each
associate  should  safeguard  include  (but  are  not  limited  to):
o  account  balances,
o  customer  finances  and  credit,
o  anticipated  changes  in  management,
o  patents,
o  new  products  under  development,
o  compensation  data,
o  customer  lists,
o  customer  preferences,
o  company  financial  information,
o  marketing  strategies,
o  new  materials  research,
o  pending  projects  and  proposals,  and
o  all  other  sensitive  information  regarding  company  affairs.
These  are costly, valuable resources developed for the exclusive benefit of the
company.  Each  associate  is  reminded  to  review  the  terms  of  his  or her
"Confidentiality,  Inventions  and  Non-Solicitation  Agreement"  which  each
associate  of  the  company  was  required  to sign as a condition of his or her
employment  or  engagement  by  the  company.

C.  Accurate  Records  and  Reporting

Under  law,  the  company  is  required to keep books, records and accounts that
accurately  reflect  all  transactions,  dispositions of assets and other events
that  are  the  subject  of  specific  regulatory  record  keeping requirements,
including  generally  accepted accounting principles and other applicable rules,
regulations  and  criteria  for preparing financial statements and for preparing
periodic  reports filed with the Securities and Exchange Commission. All company
reports, accounting records, sales reports, expense accounts, invoices, purchase
orders, and other documents should accurately and clearly represent the relevant
facts  and  the  true nature of transactions. Reports and other documents should
state  all  material  facts  of  a transaction and not omit any information that
would  be relevant in interpreting such report or document. No payment on behalf
of  the  company  may  be  approved or made with the intention, understanding or
awareness  that any part of the payment is to be used for any purpose other than
that  described  by  the  documentation  supporting  the  payment.  In addition,
intentional  accounting  misclassifications  (e.g.,  expense versus capital) and
improper  acceleration  or  deferral  of  expenses  or revenues are unacceptable
reporting  practices  that  are  expressly  prohibited.

The  company  has  developed  and  maintains  a  set  of disclosure controls and
procedures to ensure that all of the information required to be disclosed by the
company  in  the  reports that it files or submits under the Securities Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified  by  the  Securities  and  Exchange  Commission's  rules  and  forms.
Associates  are  expected  to be familiar with, and to adhere to, these internal
controls  and  disclosure  controls  and  procedures.

Responsibility  for  compliance  with  these  internal  controls  and disclosure
controls  and  procedures  rests  not  solely  with  the  company's  accounting
personnel, but with all associates involved in approving transactions, supplying
documentation  for  transactions,  and  recording,  processing,  summarizing and
reporting  of  transactions  and  other information required by periodic reports
filed  with  the  Securities and Exchange Commission. Any associate who believes
the company's books and records are not in accord with these requirements should
immediately report the matter to the Corporate Compliance Officer or a member of
the  Compliance  Committee.  The  company  has  adopted explicit non-retaliation
policies  with  respect  to  these  matters, as described in Section VIII below.

D.  Document  Retention
Numerous  federal  and  state  statutes  require  the  proper  retention of many
categories  of  records and documents that are commonly maintained by companies.
In  consideration  of those legal requirements and the company's business needs,
all  associates  must  maintain  records  in  accordance with applicable law and
policies  adopted  by  the  company  from  time  to  time.

In  addition,  any  record,  in  paper  or  electronic  format,  relevant  to  a
threatened,  anticipated  or actual internal or external inquiry, investigation,
matter  or  lawsuit  may  not  be  discarded,  concealed, falsified, altered, or
otherwise  made unavailable, once an associate has become aware of the existence
of  such  threatened,  anticipated  or  actual  internal  or  external  inquiry,
investigation,  matter  or  lawsuit.

When  in  doubt regarding retention of any record, an associate must not discard
or  alter  the  record  in  question and should seek guidance from the Corporate
Compliance  Officer  or  a member of the Compliance Committee. Associates should
also  direct  all  questions  regarding issues of document retention and related
procedures  to  the  Corporate  Compliance Officer or a member of the Compliance
Committee.

E.  Corporate  Advances
Under  law,  the  company  may  not  loan  money to associates except in limited
circumstances.  It shall be a violation of the Code for any associate to advance
company  funds  to  any  other  associate  or  to  himself or herself except for
advances  in  connection  with the company's tuition reimbursement plan or other
usual  and  customary  business advances for legitimate corporate purposes which
are  approved  by  a supervisor or pursuant to a corporate credit card for usual
and customary, legitimate business purposes. It is the company's policy that any
advance to an associate over $1,000, other than in connection with the company's
tuition  reimbursement plan, be approved in advance by the Compliance Committee.
Company  credit  cards  are  to be used only for authorized, legitimate business
purposes.  An  associate  will  be responsible for any unauthorized charges to a
company  credit  card.

V.  FAIR  DEALING  WITH  CUSTOMERS,  SUPPLIERS,  COMPETITORS,  AND  ASSOCIATES
The  company  does  not  seek  to gain any advantage through the improper use of
favors  or other inducements. Offering, giving, soliciting or receiving any form
of  bribe  to  or  from  an employee of a customer or supplier to influence that
employee's  conduct  is  strictly  prohibited.

A.  Improper  Influence
The company expects all of its associates to refrain from any illegal conduct to
achieve  improper  influence.  Among other types of improper influence which are
prohibited  are  the  following:

1.  No  associate  of  the  company  shall  make  illegal contributions, bribes,
kick-backs,  or  any  type  of  illegal payment to anyone in connection with the
obtaining  of  orders  or  favored  treatment.

2.  The  accepting  of  gifts,  entertainment,  or  any  other personal favor or
preferment  from  anyone  with  whom  the company is likely to have any business
dealings  in  the  future, other than a Holiday gift, is forbidden, when for the
benefit  of  the  Company.
If  a situation should arise in which you are unable to discern whether a course
of  conduct would violate these rules, please contact a member of the Compliance
Committee  to  discuss  the  situation  in  advance  of  any  course  of action.

B.  Unfair  Practices  in  International  Business
Under  the Foreign Corrupt Practices Act ("FCPA"), associates of the company are
prohibited  from  making certain gifts to foreign officials. "Foreign officials"
include  not  only persons acting in an official capacity on behalf of a foreign
government,  agency,  department or instrumentality, but also representatives of
international  organizations,  foreign  political  parties  and  candidates  for
foreign  public  office.  The gift is "corrupt" under the FCPA if it is made for
the  purpose  of:
o  Influencing  any  act  or  decision  of  a  foreign  official in his official
capacity;
o  Inducing  a  foreign official to do or omit to do any act in violation of his
lawful  duty;
o  Inducing a foreign official to use his position to affect any decision of the
government;  or
o  Inducing  a  foreign  official  to  secure  any  "improper  advantage."

A  gift is still "corrupt" even when paid through an intermediary. Any associate
who  has  any  questions  whatsoever  as  to  whether a particular gift might be
"corrupt" under the FCPA, please contact the Corporate Compliance Officer or any
member  of  the  Compliance  Committee.

VI.  COMPLIANCE  WITH  LAWS,  RULES  AND  REGULATIONS

A.  Insider  Trading  Policy

The  company  expressly forbids any associate from trading on material nonpublic
information as outlined in the company's insider trading policy or communicating
material  nonpublic  information to others in violation of the law. This conduct
is  frequently  referred  to  as "insider trading." This policy applies to every
associate of the company and extends to activities both within and outside their
duties  to  the  company,  including  trading  for  a  personal  account.

Trading  on  inside  information  is  not  a  basis  for  liability  unless  the
information  is  material.  This is information that a reasonable investor would
consider  important  in  making  his or her investment decisions, or information
that  is  likely  to  have  a  significant  effect  on  the price of a company's
securities.

Information  is  nonpublic  until  it  has  been effectively communicated to the
Marketplace  through  a news release. Tangible evidence of such dissemination is
the  best  indication  that  the information is public. For example, information
found  in  a  report  filed  with  the  Securities  and  Exchange  Commission,
dissemination  through  a  press  release,  or appearing in a national newspaper
would  be  considered  public.

Each  associate  should  be  familiar  with  and  abide by the company's Insider
Trading  Policy.  A  copy  of  this policy is given to all new associates of the
company  and  is  available  from  the Human Resources Department, the Corporate
Compliance  Officer  or  any  member  of  the  Compliance  Committee.

B.  Regulation  FD

The  company  is  subject  to  the  securities laws of the United States and the
regulations  adopted  by  the  Securities  and  Exchange  Commission,  including
Regulation  FD,  with  respect  to the disclosure of material information to the
public.  The  company is committed to fair disclosure to investors in compliance
with  the law. The company's policy, which reflects these legal requirements, is
that  no  one  associated  with  the company may make any disclosure of material
nonpublic  information  about  the  company to anyone outside of the company who
trades in or may be expected to trade in our securities, unless we disclose such
information  to  the  public  at  the  same  time.

Only  the  Chief  Executive  Officer,  the  Chief Financial Officer, the General
Counsel,  or  other  individuals  expressly  authorized  by  the Chief Executive
Officer, the Chief Financial Officer or the General Counsel may discuss material
information  with  analysts,  financial  professionals,  stockholders  and other
members  of  the  public.

No  other  company  personnel  are  authorized  to  discuss material information
relating to the company with analysts, financial professionals, stockholders and
other  members  of  the  public. Any requests for such information regarding the
company  must  be  forwarded  to  one  of  the  officers  listed  above.

C.  Equal  Employment  Opportunity

The  company is committed to a policy of nondiscrimination and equal opportunity
in  employment  decisions  for  all  employees  and qualified applicants without
regard  to  race,  color,  creed, religion, sex, age, ancestry, national origin,
sexual  orientation,  marital  status,  veteran's  status,  physical  or  mental
handicap or disability or any other characteristic protected by law. "Employment
decisions"  generally  mean  decisions relating to hiring, recruiting, training,
promotions and compensation, but the term may encompass other employment actions
as  well.

Each  associate  should  be  familiar  with  and  abide  by  the company's Equal
Employment  Opportunity policy, as described in the Employee Handbook. A copy of
the Handbook is made available to all new associates of the company and can also
be  obtained  from  the  Human  Resources  Department,  the Corporate Compliance
Officer  or  any  member  of  the  Compliance  Committee.

The company encourages its associates to bring any problem, complaint or concern
regarding  any  alleged  employment discrimination to the attention of the Human
Resources  Department.  Associates  who  have  concerns  regarding  conduct they
believe  is discriminatory should also feel free to make any such reports to the
Corporate  Compliance  Officer  or  a  member  of  the  Compliance  Committee.

D.  Sexual  and  Other  Unlawful  Harassment  Policy
The  company  is  committed to maintaining a working environment that is free of
unlawful  discrimination.  In keeping with this commitment, we will not tolerate
harassment  of  our  employees,  directors and officers by anyone, including any
coach,  co-worker,  vendor,  client  or  customer.

Harassment  consists  of  unwelcome conduct, whether verbal, physical or visual,
that  is  based  upon  a  person's protected status, such as race, color, creed,
religion,  sex,  age,  ancestry,  national  origin,  sexual orientation, marital
status, veteran's status, physical or mental handicap or disability or any other
characteristic  protected  by  law.

Each  associate  should  be  familiar with and abide by the company's Sexual and
Other  Unlawful  Harassment  Policy,  as  included in the Employee Handbook. The
policy sets forth specific examples of harassment that our associates must avoid
and  provides guidelines for the reporting of violations. A copy of the Handbook
is made available to all associates of the company and can also be obtained from
the  Human  Resources Department, the Corporate Compliance Officer or any member
of  the  Compliance  Committee.

E.  Health,  Safety  &  Environment  Laws
Health,  safety,  and  environmental  responsibilities  are  fundamental  to the
company's  values.  Associates  are  responsible  for  ensuring that the company
complies  with  all  provisions of the health, safety, and environmental laws of
the  United  States  and  of  other  countries  where the company does business.
The  penalties  that  can  be imposed against the company and its associates for
failure  to  comply  with  health,  safety,  and  environmental  laws  can  be
substantial,  and  include  imprisonment  and  fines.

VII.  REPORTING  CONCERNS  UNDER  THE  CODE:  NON-RETALIATION  POLICY
                       Reporting Concerns/Receiving Advice
                             Communication Channels

Be  Proactive.  Every  employee  is  encouraged  to  act  proactively  by asking
questions,  seeking  guidance and reporting suspected violations of the Code and
other  policies  and  procedures  of  the  Company,  as well as any violation or
suspected violation of applicable law, rule or regulation arising in the conduct
of  the  Company's  business  or  occurring  on  the  Company's property. If any
employee  believes that actions have taken place, may be taking place, or may be
about  to  take  place  that violate or would violate the Code, he or she should
bring  the  matter  to  the  attention  of  the  Company.

Seeking  Guidance.  The  best  starting point for an officer or employee seeking
advice  on  ethics-related  issues or reporting potential violations of the Code
will  usually  be  his  or  her  supervisor. However, if the conduct in question
involves  his  or  her  supervisor,  if the employee has reported the conduct in
question  to his or her supervisor and does not believe that he or she has dealt
with it properly, or if the officer or employee does not feel that he or she can
discuss the matter with his or her supervisor, the employee may raise the matter
with  the  Compliance  Officer  or  any  Compliance  Committee  Member.

Communication  Alternatives.  Any  officer  or employee may communicate with the
Compliance  Officer  or  any Compliance Committee Member by any of the following
methods:

o In writing (which may be done anonymously as set forth below under "Reporting;
Anonymity;  Retaliation"),  addressed  to  the  Compliance  Officer.

o  By  e-mail  addressed to the Compliance Officer at their e-mail address noted
above  on  page  3  (anonymity  cannot  be  maintained)

Reporting  Accounting  and Similar Concerns. Any concerns or questions regarding
potential  violations  of  the  Code,  any  other company policy or procedure or
applicable  law,  rules or regulations involving accounting, internal accounting
controls  or  auditing  matters  should  be directed to the Audit Committee or a
designee of the Audit Committee. Officers and employees may communicate with the
Audit  Committee  or  its  designee:

o  in  writing  to:  Telecommunication Products, Inc. 1926 Hollywood Blvd., Ste.
208,  Hollywood,  Fla.  33020

Officers  and  employees  may use the above method[s] to communicate anonymously
with  the  Audit  Committee.

Misuse of Reporting Channels. Employees must not use these reporting channels in
bad  faith  or  in  a  false  or  frivolous  manner.


                        Reporting; Anonymity; Retaliation
When  reporting  suspected  violations  of  the  Code,  the Company prefers that
officers  and employees identify themselves in order to facilitate the Company's
ability  to  take  appropriate steps to address the report, including conducting
any  appropriate  investigation.  However, the Company also recognizes that some
people  may  feel  more comfortable reporting a suspected violation anonymously.
If  an  officer or employee wishes to remain anonymous, he or she may do so, and
the  Company  will  use reasonable efforts to protect the confidentiality of the
reporting  person  subject  to  applicable  law,  rule  or  regulation or to any
applicable  legal  proceedings.  In  the  event  the report is made anonymously,
however,  the  Company  may  not  have  sufficient  information  to look into or
otherwise investigate or evaluate the allegations. Accordingly, persons who make
reports  anonymously should provide as much detail as is reasonably necessary to
permit  the  Company to evaluate the matter(s) set forth in the anonymous report
and,  if  appropriate,  commence  and  conduct  an  appropriate  investigation.

                                 No Retaliation
The  Company  expressly  forbids any retaliation against any officer or employee
who,  acting  in  good  faith,  reports  suspected  misconduct.  Any  person who
participates  in  any  such  retaliation  is  subject  to  disciplinary  action,
including  termination.

VIII.  QUESTIONS  UNDER  THE  CODE  AND  WAIVER  PROCEDURES

Associates are encouraged to consult with the Corporate Compliance Officer about
any  uncertainty  or  questions  they  may  have  under  the  Code.

Waiver  Procedures  for  Executive Officers and Directors. Waiver requests by an
executive  officer  or member of the Board of Directors shall be referred by the
Compliance  Officer,  with the recommendation, to the Board of Directors thereof
for  consideration. If either (i) a majority of the independent directors on the
Board  of  Directors,  or  (ii)  a  committee  comprised  solely  of independent
directors  agrees  that  the  waiver  should be granted, it will be granted. The
company  will disclose the nature and reasons for the waiver on a Form 8-K to be
filed with the Securities and Exchange Commission within five days. If the Board
denies  the  request  for  a  waiver,  the  waiver  will  not be granted and the
associate  may  not  pursue  the  intended  course  of  action.

It  is  the  company's policy only to grant waivers from the Code in limited and
compelling  circumstances.

IX.  FREQUENTLY  ASKED  QUESTIONS  AND  ANSWERS

The  following  questions  and  answers  address  each associate's obligation to
comply with the Code. The company has attempted to design procedures that ensure
maximum  confidentiality  and,  most  importantly,  freedom  from  the  fear  of
retaliation  for  complying  with  and  reporting  violations  under  the  Code.

Q:  Do  I  have  a  duty  to  report  violations  under  the  Code?
A:  Yes,  participation in the Code and its compliance program is mandatory. You
must  immediately  report  any  suspected or actual violation of the Code to the
Corporate  Compliance  Officer  or  a  member  of  the Compliance Committee. The
company  will  keep  reports  confidential  to  the  fullest  extent required by
applicable  law.  Failure  to  report suspected or actual violations is itself a
violation  of  the  Code  and  may subject you to disciplinary action, up to and
including  termination  of  employment  or  legal  action.

Q: I'm afraid of being fired for raising questions or reporting violations under
the  Code.  Will  I  be  risking  my  job  if  I  do?
A: The Code contains a clear non-retaliation policy, meaning that if you in good
faith  report  a  violation  of the Code by the company, or its agents acting on
behalf  of the company, to the Corporate Compliance Officer or another member of
the  Compliance  Committee, the company will undertake to protect you from being
fired,  demoted,  reprimanded  or  otherwise harmed for reporting the violation,
even if the violation involves you, your supervisor, or senior management of the
company.  You  are  entitled  to make the report on a confidential and anonymous
basis.  To  the extent an investigation must be initiated, the company will keep
confidential  any report you make to the Corporate Compliance Officer or another
member  of  the  Compliance  Committee to the extent required by applicable law.
In  addition,  if  you  report  a  suspected  violation under the Code which you
reasonably  believe constitutes a violation of a federal statute by the company,
or  its  agents  acting on behalf of the company, to a federal regulatory or law
enforcement  agency, you may not be reprimanded, discharged, demoted, suspended,
threatened,  harassed  or  in  any manner discriminated against in the terms and
conditions  of your employment for reporting the suspected violation, regardless
of  whether  the  suspected  violation  involves  you, your supervisor or senior
management  of  the  company.

Q:  How  are  suspected  violations  investigated  under  the  Code?
A: When a suspected violation is reported to the Corporate Compliance Officer or
a  member  of  the  Compliance  Committee,  the Compliance Committee will gather
information  about  the  allegation  by interviewing the associate reporting the
suspected violation (if permissible, in the case of a non-anonymous report), the
associate  who  is accused of the violation and/or any co- workers or associates
of  the  accused  associates  to determine if a factual basis for the allegation
exists.  The  reporting associate's immediate supervisor will not be involved in
the  investigation  if  the  reported  violation  involved  that supervisor. The
company  will  keep  the identity of the reporting associate confidential to the
fullest  extent  required  by  applicable  law.

If the report is not substantiated, the reporting associate will be informed and
at  that  time  will  be  asked  for  any  additional information not previously
communicated.  If  there  is no additional information, the Corporate Compliance
Officer  will  close  the  matter  as  unsubstantiated.

If  the  allegation  is  substantiated,  the  Compliance  Committee  will make a
judgment  as  to  the  degree  of  severity of the violation and the appropriate
disciplinary  response. In more severe cases, the Compliance Committee will make
a  recommendation to the Board of Directors of the company for its approval. The
Board's  decision as to disciplinary and corrective action will be final. In the
case  of  less severe violations, the Corporate Compliance Officer may refer the
violation to the Human Resources Department for appropriate disciplinary action.
The Compliance Committee shall provide a summary of all matters considered under
the  Code  to  the  Board  of  Directors  or a committee thereof at each regular
meeting  thereof,  or  sooner  if  warranted  by  the  severity  of  the matter.

Q:  Do  I  have  to  participate  in  any  investigation  under  the  Code?
A:  Your  full  cooperation  with  any pending investigation under the Code is a
condition  of  your  continued  relationship  with  the  company. The refusal to
cooperate  fully  with  any investigation is a violation of the Code and grounds
for  discipline,  up  to  and  including  termination.

Q:  What  are  the  consequences  of  violating  the  Code?
A:  As  explained  above,  associates  who  violate  the  Code may be subject to
discipline,  up  to  and  including  termination  of  employment. Associates who
violate  the  Code  may  simultaneously violate federal, state, local or foreign
laws,  regulations  or  policies. Such associates may be subject to prosecution,
imprisonment  and  fines,  and  may  be  required  to  make reimbursement to the
company,  the  government  or  any  other  person  for losses resulting from the
violation.  They  may  be subject to punitive or treble damages depending on the
severity  of  the  violation  and  applicable  law.

Q:  What if I have questions under the Code or want to obtain a waiver under any
provision  of  the  Code?
A:  The  Corporate  Compliance  Officer a can help answer questions you may have
under  the  Code.  Particularly  difficult questions will be answered with input
from  the  Compliance  Officer.  In  addition,  Section  IX of the Code provides
information  on  how  you  may  obtain  a  waiver from the Code; waivers will be
granted  only in very limited circumstances. You should never pursue a course of
action  that  is  unclear  under the Code without first consulting the Corporate
Compliance  Officer,  and  if  necessary,  obtaining  a  waiver  from  the Code.