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                                                                    EXHIBIT 14.1

                       ANCHOR GLASS CONTAINER CORPORATION
                            CODE OF BUSINESS CONDUCT(1)
                                  JANUARY 2003

                                  INTRODUCTION

PURPOSE OF CODE

         This Code of Business Conduct ("Code") describes standards of conduct
for employees of Anchor Glass Container Corporation ("Anchor" or the "Company")
and has been approved by Anchor's Board of Directors. Many of the policies in
this Code are based on various laws and regulations. Others are based on
business and ethical principles that enhance our ability to conduct our business
effectively.

         The purpose of the Code is to provide guidance and set common ethical
standards that you, as an employee of Anchor, must adhere to on a consistent
basis. It governs the actions and working relationships of Anchor employees,
officers and directors with current and potential customers, fellow employees,
competitors, vendors, suppliers and government agencies, the media and anyone
else with whom Anchor has contact. These relationships are essential to the
success of Anchor.

         This Code:

               o    Requires the highest standards for honest and ethical
                    conduct, including proper and ethical procedures for dealing
                    with actual or apparent conflicts of interest between
                    personal and professional relationships.

               o    Addresses potential or apparent conflicts of interest and
                    provides guidance for our employees to communicate those
                    conflicts to Anchor.

               o    Requires full, fair, accurate, timely and understandable
                    disclosure in reports and documents that Anchor files with,
                    or submits to, governmental and regulatory agencies and in
                    other public communications made by Anchor.

               o    Requires compliance with applicable governmental laws, rules
                    and regulations.

               o    Requires the prompt internal reporting of any illegal
                    behavior or violations of the Code.

               o    Establishes accountability for adherence to the Code.

LEADERSHIP RESPONSIBILITIES

         As an employee of Anchor, you are responsible for complying with both
the letter and spirit of applicable laws and regulations. You are expected to
act fairly and honestly when conducting business on behalf of Anchor and to
maintain Anchor's high ethical standards. You should avoid any actions that
might reflect unfavorably on either your own integrity or that of Anchor.

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(1)   To be reconciled, to the extent necessary, with any existing policies
currently in effect and applicable to executive officers and/or other employees
generally of Ancho


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         Additionally, you are responsible for adhering strictly to the Code and
to all additional policies of Anchor. You are responsible for knowing all
Company policies applicable to you and for complying with them. The Code and any
additional policy statements may be modified periodically to reflect Anchor's
changing needs and the changing environment in which it operates.

         Supervisors are responsible for ensuring that employees who are in
their department are aware that Anchor's basic operating principle is to conduct
business in accordance with the highest level of integrity and ethical
standards.

         This Code will not provide an answer to all questions that may arise.
If you have a question that the Code does not address directly, you should use
your own common sense of what is right, based on the standards set forth in the
Code, and seek appropriate guidance from others, including an Anchor Senior
Compliance Officer (as defined below).

         You also have a duty to report apparent misconduct by others using
appropriate channels, as addressed below, and to assist Anchor in the prevention
and correction of these problems.

                                 ADMINISTRATION

         Periodically, Anchor may require you to acknowledge in writing that you
have received and reviewed the Code. Anchor also requires every new employee to
acknowledge in writing that he or she has received and reviewed the Code. In
addition, you should disclose any previously unreported transactions,
relationships or activities known to you that appear to be in violation of the
Code and that the Code requires to be disclosed. If you have a question about
whether an event occurring prior to receipt of the Code is reportable, contact
an Anchor Senior Compliance Officer.

         You should contact an Anchor Senior Compliance Officer with any
questions about the Code. Information on who to contact to ask questions about
or report violations of the Code or other Anchor policies is set forth at the
end of the Code.

REPORTING VIOLATIONS

         You should promptly report to an Anchor Senior Compliance Officer any
activity that appears to be fraudulent or illegal or otherwise in violation of
the Code. Anonymous reports will be investigated if sufficient information is
provided. However, Anchor encourages you to identify yourself if you call, in
case additional information is necessary during the course of the investigation.

         To the fullest extent possible, Anchor will endeavor to keep
confidential the identity of any employee who identifies himself and reports a
violation. It is Anchor's policy to strictly prohibit retaliation against
employees or officers who in good faith report possible Code violations by
others. However, if you knowingly or recklessly provide false information to
Anchor, it may result in disciplinary action, including immediate dismissal.

         To the extent that normal reporting channels are inappropriate or
unavailable for any reason or in instances where anonymity is deemed by an
employee to be essential, Anchor


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provides a completely anonymous and confidential complaint hotline, which is
administered by an independent third party not affiliated with Anchor or Anchor
management. The hotline phone number is available at every Anchor facility.

PENALTY FOR VIOLATIONS

         Violations of the Code, violations of applicable laws or failure to
cooperate with an internal investigation may all constitute grounds for
disciplinary action, including immediate dismissal.

SUPPLEMENTAL POLICIES

         The provisions of the Code cannot include all situations or events
likely to occur in the conduct of Anchor's business. Therefore, Anchor may issue
additional policy statements from time to time, either to address topics not
covered in the Code or to provide greater detail on topics already covered in
the Code. All supplemental policies will be reviewed by a Senior Compliance
Officer and circulated to all employees.

NATIONWIDE APPLICABILITY OF CODE

         The Code applies to all employees, officers and directors nationwide.
However, if any provisions conflict with local law of any jurisdiction in which
Anchor operates, Anchor may issue supplemental policies in those jurisdictions.
You should consult a Senior Compliance Officer with any questions regarding
conflicts with local law. The Senior Compliance Officers will review all such
amendments or supplements.

DEFINITIONS

         Certain terms are defined as follows in the Code:

         ANCHOR OR COMPANY means Anchor Glass Container Corporation, a Delaware
corporation.

         CODE means this Code.

         IMMEDIATE FAMILY means your spouse, minor children and dependents,
including natural, adoptive and step-children, any other individual residing in
the same household as you, and any individual or organization which represents
or acts as agent or fiduciary for such individuals.

         SECURITIES means any stocks, bonds, notes, debentures, or other
interests, instruments or documents commonly known as securities, and any rights
thereto.

         SENIOR COMPLIANCE OFFICER means either the Vice President, General
Counsel and Secretary or the Associate General Counsel of Anchor.


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                   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

COMPLIANCE WITH LAWS

         Anchor conducts business nationwide. All employees are expected to
comply with all applicable laws and regulations in every jurisdiction where
Anchor conducts business. You should consult with a Senior Compliance Officer
when a question arises regarding any law or regulation. While the law prescribes
a minimum standard of conduct, this Code may require conduct that exceeds the
legal standard.

Antitrust and Trade Regulation

         Laws against unfair competition, also known as antitrust, monopoly or
fair trade laws, are designed to protect the competitive marketplace. Typically,
it is illegal to agree with competitors to do any of the following:

               o    fix prices, terms or conditions relating to the sale of
                    glass containers;

               o    divide or allocate customers, markets or territories;

               o    refuse to do business with particular sources; or

               o    exchange or discuss nonpublic, proprietary or confidential
                    information.

         Improper agreements include not only specific commitments, whether oral
or written, but also informal understandings. Consequently, you should never
discuss with competitors, even casually, any of the prohibited activities
described above or other matters that might be interpreted as an effort to
improperly restrict or limit competition.

         Trade regulation laws also prohibit engaging in false or deceptive
advertising or other unlawful or unethical trade practices. You should consult a
Senior Compliance Officer regarding questions about any specific activities or
circumstances.

Improper Payments

         U.S. federal law prohibits giving or offering bribes, kickbacks, or
similar payment or consideration of any kind to any government official,
political party or candidate for political office outside of the U.S. (or to any
intermediaries, such as agents, attorneys or consultants) in order to obtain or
retain business for, or direct business to, Anchor. All arrangements with agents
or representatives of Anchor should be documented in accordance with legal and
accounting requirements, and the compensation must be clearly commensurate with
the services rendered. Offering or making any such payments to a non-U.S.
government official, political party or candidate for political office may
subject violators to severe civil and criminal penalties.

         Federal law does permit certain de minimis "facilitating" or
"expediting" payments or "tips" to non-U.S. officials to ensure they perform
routine, nondiscretionary governmental duties that they might otherwise delay or
fail to undertake. It is also permissible to pay or reimburse bona fide expenses
of a non-U.S. official relating to the promotion, demonstration or explanation
of a product or service or to the execution or performance of a contract with a
non-U.S. government official. These payments should be consistent with local
law, regulation and


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practice and should not be intended for improper purposes. You should consult a
Senior Compliance Officer before making any such payments.

         No such illegal or improper payments should be made to employees of
Anchor's suppliers or customers. Payments to consultants, distributors, agents
or other intermediaries must be at prevailing, customary rates and for actual
legitimate services performed.

WORK ENVIRONMENT AND CONDUCT

         Anchor requires that all employees treat one another with respect,
fairness and dignity, and in a manner that complies with this Code and all
applicable laws and regulations. Decisions regarding the selection for, terms
of, advancement and retention in and termination from employment will be made
without regard to race, religion, color, national origin, age, sex, marital
status, or physical or mental handicap (unless the handicap impairs the
individual's ability to perform the job). Employees are expected to fully comply
with the policies against discrimination and harassment as set forth in Anchor's
Employee Handbook.

                              CONFLICTS OF INTEREST

         A "conflict of interest" occurs when your private interest interferes
in any way - or appears to interfere - with the interests of Anchor as a whole.
A conflict situation can arise when an officer or employee takes actions or has
interests that may make it difficult to perform his or her work objectively or
effectively. Conflicts of interest also arise when an employee, officer or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in Anchor. You are expected to avoid all
situations that might lead to a real or apparent material conflict between your
self-interest and your duties and responsibilities as an employee of Anchor. You
should direct questions to a Senior Compliance Officer.

TRANSACTIONS IN WHICH AN EMPLOYEE HAS A PERSONAL INTEREST

         You should not grant or recommend credit accommodations or engage in
other business transactions on behalf of Anchor with any client or customer,
supplier or consultant if doing so may be a conflict of interest. A conflict of
interest may exist where the client, customer, supplier or consultant is an
organization in which you or, to the best of your knowledge, any person related
by blood or marriage to you is a principal officer or holds a material financial
interest.

         You should not act on behalf of Anchor in any transaction involving
persons or organizations with which you or your immediate family has any
significant connection or financial interest. This restriction applies both to
commercial and to nonprofit organizations. You should direct questions to a
Senior Compliance Officer.

Personal Loans

         Section 402 of the Sarbanes-Oxley Act of 2002 prohibits Anchor from
lending money, directly or indirectly, in the form of a personal loan, to any
director or executive officer. The prohibition contains certain limited
exceptions and, for example, does not preclude existing extensions of credit to
directors or executive officers (but does prohibit material modifications,
extensions or renewals). Practices with respect to directors and executive
officers that may be


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violative of Section 402 include some forms of cashless exercise of stock
options, employee credit cards, split-dollar life insurance plans, advances of
relocation expenses and advances of litigation expenses. Accordingly, although
these extensions of credit may appear to be business, rather than personal, in
nature, the existence of a potential loan or of arranging for a potential loan
to an executive officer or director should be addressed with a Senior Compliance
Officer.

Personal Finances

         You should manage your personal finances in a manner that avoids
situations that might influence your judgments or advice related to Anchor's
business, including avoiding conflicts of interest.

         You may not borrow money from, or act as a guarantor or a co-signor
for, customers or suppliers. Borrowing is permissible from any financial
institution on market terms.

         You may buy or sell securities and make other investments at your own
discretion in compliance with law and with Anchor's policies and procedures. You
should not recommend investments to others or make changes to your own portfolio
while in possession of material, non-public information about the issuer of the
securities. Generally, information is considered material if there is a
substantial likelihood that a reasonable investor would deem it important in
making an investment decision. See "Insider Trading" below.

         Your personal investments should never involve a conflict, or the
appearance of a conflict, with the interests of Anchor. Neither you nor your
immediate family should invest in the securities of a client, customer or
supplier of Anchor for whom you currently have, or recently had, direct or
indirect responsibility. Investments in the securities of a company does not
involve a conflict of interest if (i) the securities are traded on a national
securities exchange or are otherwise widely traded and (ii) the investment is
not of a magnitude relative to your net worth that will interfere or conflict
with your obligations and responsibilities to Anchor.

                                 CONFIDENTIALITY

SAFEGUARDING CONFIDENTIAL INFORMATION

         Nonpublic information regarding Anchor or its businesses, employees,
customers and suppliers is confidential. As an employee, you may be entrusted
with confidential information. You are only to use such confidential information
for the business purpose intended. You are not to share confidential information
with anyone outside of Anchor, including family and friends, or with other
employees who do not need the information to carry out their duties. You may be
required to sign a specific confidentiality agreement in the course of your
employment at Anchor. You remain under an obligation to keep all information
confidential even if your employment with Anchor ends.


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         Confidential information is information that is not generally available
to the public, and includes, but is not limited to:

               o    Trade secrets, which include any business or technical
                    information, such as formulas, programs, business and
                    marketing plans, financial data, research and development
                    information, computer data and software, manufacturing
                    methods and techniques, compilations, or other information
                    that is valuable because it is not generally known.

               o    All rights to any invention or process developed by an
                    employee using Anchor facilities or trade secret
                    information, resulting from any work for Anchor or relating
                    to Anchor's business, which is considered to be
                    "work-for-hire" under the United States copyright laws, and
                    which is consequently deemed to belong to Anchor.

               o    Proprietary information such as customer lists and
                    customers' confidential information.

               o    Packaging designs for glass containers, sales and marketing
                    plans and information on advertising campaigns.

               o    The terms of any contract between Anchor and any third
                    party, which are not publicly disclosed.

         In addition, no employee of Anchor shall agree to enter into any
confidentiality, non-disclosure or similar agreement with any third party on
behalf of Anchor unless such agreement shall have been approved by Anchor's
Board of Directors or an authorized officer of Anchor. See "Limits on Authority"
below.

         No unlawful or improper means may be used to acquire confidential or
proprietary information from any competitors, suppliers or customers of Anchor.

COMMUNICATIONS WITH MEDIA AND PUBLIC

         Anchor has publicly traded securities and, as such, subscribes to best
practices relative to public disclosure and external communications. Anchor's
policy requires approval of the Chief Executive Officer, the Chief Financial
Officer or a Senior Compliance Officer prior to the distribution of press
releases, public statements and marketing materials (both on-line and off-line)
produced by Anchor.

                             CORPORATE OPPORTUNITIES

OVERVIEW

         Employees and officers are prohibited from (i) taking for themselves
personally opportunities that are discovered through the use of Company
property, information or position; (ii) using Company property, information or
position for personal gain; and (iii) competing with


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Anchor. Employees owe a duty to Anchor to advance Anchor's legitimate interests
when the opportunity to do so arises.

GIFTS, MEALS AND ENTERTAINMENT

General

         Neither you nor your Immediate Family should solicit, accept or retain
any personal benefit from any client, customer, vendor or any other firm or
individual doing or seeking to do business with Anchor. A personal benefit
includes any type of gift, gratuity, favor, service, loan, legacy (except from a
relative), fee or compensation or anything of monetary value, except as
otherwise permitted by this Code.

         This policy is generally not intended to include gifts based on obvious
family or close non-business personal relationships where the circumstances make
it clear that the personal relationships, rather than the business of Anchor,
are the motivating factors.

Gifts, Meals and Entertainment

         Regardless of value, you should not accept gifts of (i) cash or cash
equivalents (such as securities or gift certificates) or (ii) discounts and
rebates on goods or services, unless they are available on the same terms to the
general public or to all Anchor employees.

         However, you may accept personal benefits that fall within one of the
following categories, provided there is, and appears to be, no intent to
influence or reward you in connection with any business or transaction with
Anchor, and if the frequency of such personal benefits from one source is not
excessive or unreasonable:

               o    gifts of a reasonable value that are related to commonly
                    recognized holidays or occasions, such as a promotion,
                    business closing, wedding or birth of a child, or religious
                    holiday or ceremony;

               o    normal business courtesies, such as a golf game, attendance
                    at an athletic event or the theater, etc., involving no more
                    than ordinary amenities, provided there is a demonstrable
                    business purpose;

               o    paid trips or guest accommodations that involve formal
                    representation of Anchor (provided prior written approval is
                    obtained from your supervising officer), or which can be and
                    are reciprocated on a personal basis;

               o    advertising or promotional material of a reasonable value;

               o    civic, charitable, educational, religious or professional
                    organization awards, having a customary and reasonable
                    value, for recognition of service and accomplishments; and

               o    meals, refreshments and/or entertainment in the presence of
                    the party paying for such meals and entertainment, provided
                    there is a demonstrable business purpose and a level of
                    expense that would be reimbursable by Anchor as a reasonable
                    business expense.


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         Whether a gift, meal or other benefit is of a reasonable value depends
on the facts and circumstances. A gift, meal or other benefit would be of a
reasonable value if it could have been a reimbursable business expense under
Anchor's policy if it had not been paid by a third party. If you have any
questions whether a particular personal benefit might be considered
inappropriate or whether it falls within one of the above categories, you should
consult with your supervisor or the Senior Compliance Officer. If you receive a
gift, gratuity, award or advertising or promotional material that exceeds, or
reasonably appears to exceed, $150 in value, or if such items exceed $25 and
have been offered to you on a regular or frequent basis you should report the
offering and/or receipt of that personal benefit to a Senior Compliance Officer.

                        FEDERAL AND STATE SECURITIES LAWS

         Anchor's common stock is currently publicly traded and may only be
transferred, sold or otherwise disposed of pursuant to federal and state
securities laws. In addition, as to Senior Officers of Anchor, who may have
agreed to certain restrictions on the transferability of Anchor's securities
held by them pursuant to stockholder or similar agreements and/or who may be
subject to vesting requirements pursuant to option agreements, any contemplated
transfer of Anchor securities by such officers must be made in strict compliance
with federal and state law and pursuant to the terms of any contractual
agreement they have entered into. Any questions concerning any contemplated
transfer, sale or other disposition of Anchor's securities by a Senior Officer
or other employee should be directed to a Senior Compliance Officer.

                                 INSIDER TRADING

         It is both unethical and illegal to buy, sell, trade or otherwise
participate in transactions involving Anchor common stock or other security
(including, without limitation, any of our publicly traded debt securities)
while in possession of material information concerning Anchor that has not been
released to the general public, but which, when released, may have an impact on
the market price of our common stock or other equity or debt security. It is
also unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving the common stock or other debt or equity security of any
other company while in possession of similar non-public material information
concerning such company. This prohibition applies whether such non-public
information emanates from Anchor or from another company with which Anchor has a
confidential relationship. Anchor's policies on trading of Company securities
should be consulted before trading any such securities. Any questions concerning
the propriety of participating in an Anchor or other company stock or other
security transaction should be directed to a Senior Compliance Officer.

                               OUTSIDE ACTIVITIES

GENERAL

         You should not engage in outside activities, accept outside employment
or perform outside services for compensation, including fees received as a
consultant, if the activity may subject Anchor to criticism or reflect adversely
on Anchor, constitutes a real or apparent conflict of interest, encroaches upon
working time, interferes with regular duties or necessitates such long hours as
to affect your physical or mental effectiveness as an employee of Anchor. You
are


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encouraged to seek the guidance of a Senior Compliance Officer in determining
the appropriateness of any such activity.

SPEAKING ENGAGEMENTS AND PUBLICATIONS

         A Senior Compliance Officer must approve, in advance, public testimony
before any legislative body or governmental agency, or other outside speaking
engagements, industry conferences or publications relating or referring to the
business of Anchor.

         Subject to the general limitations on outside activities, you may
engage in any outside speaking engagements, public testimony or publications
that do not relate or refer to the business of Anchor, such as writing or
speaking about non-business topics.

CIVIC AND CHARITABLE ACTIVITIES

         Anchor encourages all of its employees to participate in charitable
activities. Because of time demands and potential conflicts of interest, you are
encouraged to consult with your supervisor if you would like to serve on the
board of a nonprofit organization. If service as a director or trustee will
involve significant time away from Anchor, or might otherwise interfere with
efficient performance of your normal duties, then you should obtain the prior
approval of your supervisor. If you do business with the nonprofit sector, you
should be aware of the potential for conflicts of interest from service as a
director or trustee.

         Service by an employee with a local, state or federal governmental
entity may also result in the potential for conflicts of interest. Therefore, if
you wish to serve in appointed or elected municipal or other governmental
positions, including as a member, director, officer or employee of a municipal
corporation, governmental agency, authority or advisory board, or public school
or library board, you should first consult with a Senior Compliance Officer.

OUTSIDE EMPLOYMENT AND CONSULTING

         You may not become a director, officer, owner or partner of any
business without the prior approval of the Senior Compliance Officer. If you
already hold any such position, that relationship should be promptly disclosed
to, and discussed with, a Senior Compliance Officer.

         Subject to the preceding paragraph and the terms of any employment
agreement between you and Anchor, you may not obtain other secondary employment
while serving in your capacity as an employee of Anchor.

POLITICAL ACTIVITIES

         You may not use any Anchor property, equipment, funds or other assets
to make a contribution to a political candidate or a political party, including
direct contributions to a campaign or non-financial support to a political
candidate, such as use of corporate facilities, equipment, or resources, except
that contributions to political or lobbying activities sponsored by trade
organizations may be made, with the prior approval of a Senior Compliance
Officer. You should direct questions regarding political contributions to a
Senior Compliance Officer.


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         Anchor encourages its employees, to participate in political activities
on their own time outside of normal business hours, including making personal
contributions to political candidates or activities, as long as they do not
imply that they are acting on behalf of Anchor. Individual participation must be
completely voluntary, and may not involve the use of Anchor funds, personnel
time, equipment, supplies or facilities.

                                  FAIR DEALING

         Each employee should undertake to deal fairly with Anchor's customers,
suppliers, competitors and other employees. Additionally, no one should take
advantage of another through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair-dealing
practices.

         Each employee must disclose prior to or at his or her time of hire, or
to the extent applicable, promptly after receipt of this Code, the existence of
any employment agreement, non-compete or non-solicitation agreement,
confidentiality agreement or similar agreement with a former employer that in
any way restricts or prohibits the performance of any duties or responsibilities
of his or her position with Anchor. Copies of such agreements should be provided
to a Senior Compliance Officer to permit evaluation of the agreement in light of
such employee's position. In no event shall an employee use any trade secrets,
proprietary information or other similar property, acquired in the course of his
or her employment with another employer, in the performance if his or her duties
for or on behalf of Anchor.

                  PROTECTION AND PROPER USE OF ANCHOR PROPERTY

OVERVIEW

         All employees should protect Anchor's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on Anchor's
profitability. All assets of Anchor should be used for legitimate business
purposes.

PROTECTION OF ASSETS

         The assets of Anchor should be used to meet the needs and achieve the
business goals of Anchor. You are responsible for protecting the assets of
Anchor and ensuring their efficient use, and for ensuring the safe and careful
operation and maintenance of all of Anchor's equipment. The assets of Anchor
include its physical assets, such as fixtures, equipment, supplies, facilities
and systems hardware, and its intangible assets, such as intellectual property.

USE OF COMPUTER SYSTEMS, E-MAIL AND THE INTERNET

         All software, hardware and network systems of Anchor and all e-mail and
other messaging systems of Anchor, whether used for internal or external
communications, are the property of Anchor and are intended for business
purposes. Similarly, Internet access using Anchor's resources and Internet
connections are intended for business purposes.

         E-mail and other electronic data created, sent or stored on Anchor's
property (including data accessed, copied or printed from the Internet) is
Anchor property. Although e-mail looks


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different than traditional paper communications, e-mail is treated in most
jurisdictions as a legal document to the same extent as a memorandum, letter or
handwritten notes. E-mail and any other electronic transmission of information
should be created, drafted and sent with the same level of prudence and
professionalism as any other communication. All transmissions of confidential,
privileged or restricted material (whether by document, e-mail, fax, other
electronic transmission, or via the Internet) should be plainly marked as such,
and, where possible, encrypted before sending.

         You should be aware that Anchor monitors, and from time to time
accesses, all electronic messaging systems belonging to Anchor and all use of
information viewed or downloaded from the Internet through Anchor's Internet
connection. You should have no expectation of privacy when using the Anchor
electronic mail or other messaging systems or the Anchor Internet connection.

USE OF ANCHOR STATIONERY

         Employees may not use corporate or other official stationery for
personal purposes.

SUPPLIERS

         You should award orders, contracts and commitments to suppliers of
goods or services without real or apparent favoritism of any kind and strictly
on the basis of merit and on an arms-length, negotiated third party basis.

                               LIMITS ON AUTHORITY

         You should be aware of the limitations on your authority to act on
behalf of Anchor and should not take any action that exceeds those limits. You
should not sign any document on behalf of Anchor, nor in any other way represent
or exercise authority on behalf of Anchor, unless specifically authorized to do
so.

                          BOOKS, RECORDS AND ACCOUNTING

         The integrity of Anchor's accounting books and records is essential.
Anchor must make and keep books, records and accounts that, in reasonable
detail, accurately and fairly reflect Anchor's transactions and the acquisitions
and dispositions of its assets and liabilities. Anchor has established internal
accounting controls and recordkeeping policies in order to meet both its legal
requirements and its business needs. All employees are required to maintain and
adhere to these controls and policies.

         All transactions must be properly authorized and approved in accordance
with established policies and procedures. All receipts and expenditures incurred
on behalf of Anchor, including personal expense statements, must be supported by
documents that accurately and properly describe such entries. If you are
responsible for approving expenditures or for keeping any books, records and
accounts for Anchor, you should not approve or record any expenditures or
entries without proper supporting documents.


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         All transactions should be recorded, in accordance with standard
procedures, into accounts that fairly reflect the true nature of the
transaction. Transactions should be recorded on a timely basis in order to
permit preparation of financial statements in accordance with generally accepted
accounting principles. You are responsible for accurately and timely reporting
any business expenses that you may incur.

         No false or misleading entries shall be made in any of Anchor's books,
records or accounts for any reason, including but not limited to submitting any
false personal expense statement or any claim for reimbursement of a
non-business personal expense, or falsifying any employee benefit information or
claim. No undisclosed or unrecorded funds or assets shall be established or
maintained for any purpose. If any payments are made to any foreign official,
political party or candidate, all financial entries should reflect the true
nature, amount and purpose of all monies spent. Also, no "slush fund" or other
pool of monies may be established that is not accurately reflected on Anchor's
books.

         No employee, officer or director, or other person acting under their
direction shall take any action to fraudulently influence, coerce, manipulate or
mislead any independent public or certified accountant engaged in performing an
audit of Anchor's financial statements for the purpose of rendering such
financial statements materially misleading. No employee, officer or director
shall make any false or misleading statements to an accountant in connection
with any audit or examination of Anchor's financial statements. Employees are
charged not only with complying with the foregoing, but ensuring the compliance
with the foregoing by other employees, officers and directors to the best of his
or her ability.

                   REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR

         You are responsible for keeping a Senior Compliance Officer fully
informed of all matters relating to Anchor's affairs and business activities so
that our Board of Directors and other members of senior management are fully
informed of all such matters on a timely basis. As part of this obligation, you
are responsible for reporting any activity by a colleague or customer that
appears to violate applicable laws, rules, regulations or this Code. Moreover,
complete candor and cooperation is required when dealing with an internal
investigation or otherwise with Anchor's representatives, including its internal
or independent auditors or attorneys and its human resources staff.

         Fraud is an element of business that can significantly affect the
reputation and success of Anchor. Anchor requires its employees to report and
discuss with the Senior Compliance Officer any known or suspected criminal and
other fraudulent activity involving Anchor or its employees. If, during the
course of employment, you become aware of any suspicious activity or behavior
including concerns regarding questionable accounting or auditing matters, you
must immediately report violations of laws, rules, regulations or this Code to a
Senior Compliance Officer. Reporting the activity will not subject you to
discipline absent a knowingly false report.

                        ADMINISTRATION AND WAIVER OF CODE

         This Code shall be administered and monitored by Anchor's Senior
Compliance Officers. Any questions and further information on this Code should
be directed to a Senior Compliance


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<PAGE>


Officer. Employees are responsible for reviewing this Code and any modification
thereto with their subordinates, to the extent they deem it appropriate, to
ensure compliance with this Code.

         Employees of Anchor are expected to follow this Code at all times.
Generally, there should be no waivers of compliance with this Code; however, in
rare circumstances, conflicts may arise that necessitate waivers. Requests for
waivers will be evaluated on a case-by-case basis by Anchor's Board of
Directors. The Board of Directors shall have the sole and absolute discretionary
authority to approve any deviation or waiver from this Code. Known or suspected
violations of this Code will be investigated and may result in disciplinary
action up to and including immediate termination of employment.


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<PAGE>


IMPORTANT PHONE NUMBERS

REPORTING VIOLATIONS

<Table>
<S>                             <C>                                    <C>
Senior Compliance Officers:     Richard A. Kabaker                     (813) 882-7738
                                Vice President, Gen'l. Csl. & Sec'y.
                                Monica S. Marselli                     (813) 882-7821
                                Associate General Counsel
</Table>



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