CODE OF BUSINESS ETHICS AND CONDUCT

                                       OF

                           ENIGMA SOFTWARE GROUP, INC.


                                 [LOGO OMITTED]


                              ADOPTED MARCH 8, 2005


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                                TABLE OF CONTENTS

I.   INTRODUCTION                                                              4

II.  COMPLIANCE IS EVERYONE'S BUSINESS                                         4

III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS                 5
        General Standards of Conduct
        Applicable Laws
        Conflicts of Interest
           Employment/Outside Employment                                       6
           Outside Directorships
           Business Interests
           Related Parties
           Other Situations                                                    7
        Corporate Opportunities
        Protecting the Company's Confidential Information
        Proprietary Information and Invention Agreement
           Disclosure of Company Confidential Information                      8
           Requests by Regulatory Authorities
           Company Spokespeople
        Obligations under Securities Laws-"Insider" Trading
        Prohibition against Short Selling of Company Stock                     9
        Use of Company's Assets
           General
           Physical Access Control                                            10
           Company Funds
           Computers and Other Equipment
           Software
           Electronic Usage                                                   11
        Maintaining and Managing Records
        Records on Legal Hold
        Payment Practices                                                     12
           Accounting Practices
           Political Contributions
           Prohibition of Inducements
        Foreign Corrupt Practices Act
        Export Controls                                                       13

IV.  RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS                      13
        Customer Relationships
        Payments or Gifts from Others
        Publications of Others                                                14
        Handling the Confidential Information of Others
           Appropriate Nondisclosure Agreements
           Need-to-Know
           Notes and Reports                                                  15
           Competitive Information
        Selecting Suppliers
        Government Relations
        Lobbying                                                              15


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                          TABLE OF CONTENTS (CONTINUED)

       Government Contracts                                                   16
       Free and Fair Competition
       Industrial Espionage                                                   17

V.   WAIVERS                                                                  17

VI.  DISCIPLINARY ACTIONS                                                     17

ADDENDUM A: NOTICE OF PUBLIC STATUS                                           18

ADDENDUM B: WRITTEN DISCLOSURE POLICY (BLACKOUT POLICY)                       19


ACKNOWLEDGMENT OF RECEIPT OF DOCUMENTS                                        27


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I. INTRODUCTION

This Code of Business Conduct and Ethics helps ensure compliance with legal
requirements and our standards of business conduct. This Code of Business
Conduct and Ethics applies to directors, officers and employees of the Company,
and as appropriate based on the context of the services being provided to the
Company and applicable law, this Code shall also apply to all contractors,
consultants, representatives, advisors and agents of the Company as if they were
employees of the Company. Therefore, all Company directors, officers and
employees are expected to read and understand this Code of Business Conduct and
Ethics, uphold these standards in day-to-day activities, comply with all
applicable policies and procedures, and ensure that all agents and contractors
are aware of, understand and adhere to these standards.

Because the principles described in this Code of Business Conduct and Ethics are
general in nature, you should also review all applicable Company policies and
procedures for more specific instruction, and contact the Human Resources
Department or Legal Department if you have any questions.

Nothing in this Code of Business Conduct and Ethics, in any company policies and
procedures, or in other related communications (verbal or written) creates or
implies an employment contract or term of employment.

We are committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code of Business Conduct and Ethics is subject to
modification. This Code of Business Conduct and Ethics supersedes all other such
codes, policies, procedures, instructions, practices, rules or written or verbal
representations to the extent they are inconsistent.

Please sign the acknowledgment form at the end of this Code of Business Conduct
and Ethics and return the form to the Human Resources Department indicating that
you have received, read, understand and agree to comply with the Code of
Business Conduct and Ethics.

The signed acknowledgment form will be located in your personnel file.

II. COMPLIANCE IS EVERYONE'S BUSINESS

Ethical business conduct is critical to our business. As a director, officer or
employee, your responsibility is to respect and adhere to these practices. Many
of these practices reflect legal or regulatory requirements. Violations of these
laws and regulations can create significant liability for you, the Company, its
directors, officers, and other employees.

Part of your job and ethical responsibility is to help enforce this Code of
Business Conduct and Ethics. You should be alert to possible violations and
report possible violations to the Human Resources Department or the Legal
Department.

You must cooperate in any internal or external investigations of possible
violations.

Reprisal, threats, retribution or retaliation against any person who has in good
faith reported a violation or a suspected violation of law, this Code of
Business Conduct or other Company policies, or against any person who is
assisting in any investigation or process with respect to such a violation, is
prohibited.


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Violations of law, this Code of Business Conduct and Ethics, or other Company
policies or procedures should be reported to the Human Resources Department or
the Legal Department.

Violations of law, this Code of Business Conduct and Ethics or other Company
policies or procedures by Company directors, officers or employees can lead to
disciplinary action up to and including termination.

In trying to determine whether any given action is appropriate, use the
following test.
Imagine that the words you are using or the action you are taking is going to be
fully disclosed in the media with all the details, including your photo. If you
are uncomfortable with the idea of this information being made public, perhaps
you should think again about your words or your course of action.

In all cases, if you are unsure about the appropriateness of an event or action,
please seek assistance in interpreting the requirements of these practices by
contacting the Legal Department.

III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS

A. GENERAL STANDARDS OF CONDUCT

The Company expects all directors, officers and employees to exercise good
judgment to ensure the safety and welfare of our employees and to maintain a
cooperative, efficient, positive, harmonious and productive work environment and
business organization. These standards apply while working on our premises, at
offsite locations where our business is being conducted, at Company-sponsored
business and social events, or at any other place where you are a representative
of the Company. Directors, officers and employees who engage in misconduct or
whose performance is unsatisfactory may be subject to corrective action, up to
and including termination. You should review our employment handbook for more
detailed information.

B. APPLICABLE LAWS

All Company directors, officers and employees must comply with all applicable
laws, regulations, rules and regulatory orders. Company directors, officers and
employees located outside of the United States must comply with laws,
regulations, rules and regulatory orders of the United States, including the
Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to
applicable local laws. Each directors, officer and employee must acquire
appropriate knowledge of the requirements relating to his or her duties
sufficient to enable him or her to recognize potential dangers and to know when
to seek advice from the Legal Department on specific Company policies and
procedures. Violations of laws, regulations, rules and orders may subject the
director, officer and employee to individual criminal or civil liability, as
well as to discipline by the Company. Such individual violations may also
subject the Company to civil or criminal liability or the loss of business.

C. CONFLICTS OF INTEREST

Each of us has a responsibility to the Company, our stockholders and each other.

Although this duty does not prevent us from engaging in personal transactions
and investments, it does demand that we avoid situations where a conflict of
interest might occur or appear to occur. The Company is subject to scrutiny from
many different individuals and organizations.


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We should always strive to avoid even the appearance of impropriety.

What constitutes conflict of interest? A conflict of interest exists where the
interests or benefits of one person or entity conflict with the interests or
benefits of the Company.

Examples include:

(i) EMPLOYMENT/OUTSIDE EMPLOYMENT. In consideration of your appointment or
employment with the Company, you are expected to devote your full attention to
the business interests of the Company. You are prohibited from engaging in any
activity that interferes with your performance or responsibilities to the
Company or is otherwise in conflict with or prejudicial to the Company. Our
policies prohibit any director, officer or employee from accepting simultaneous
employment with a Company supplier, customer, developer or competitor, or from
taking part in any activity that enhances or supports a competitor's position.
Additionally, you must disclose to the Company any interest that you have that
may conflict with the business of the Company. If you have any questions on this
requirement, you should contact your supervisor or the Human Resources
Department.

(ii) OUTSIDE DIRECTORSHIPS. It is a conflict of interest to serve as a director
of any company that competes with the Company. Although you may serve as a
director of a Company supplier, customer, developer, or other business partner,
our policy requires that you first obtain approval from the Company's Board of
Directors before accepting a directorship. Any compensation you receive should
be commensurate to your responsibilities.

Such approval may be conditioned upon the completion of specified actions.

(iii) BUSINESS INTERESTS. If you are considering investing in a Company
customer, supplier or competitor, you must first take great care to ensure that
these investments do not compromise your responsibilities to the Company. Many
factors should be considered in determining whether a conflict exists, including
the size and nature of the investment; your ability to influence the Company's
decisions; your access to confidential information of the Company or of the
other company; and the nature of the relationship between the Company and the
other company.

(iv) RELATED PARTIES. As a general rule, you should avoid conducting Company
business with a relative or significant other, or with a business in which a
relative or significant other is associated in any significant role. Relatives
include spouse, sister, brother, daughter, son, mother, father, grandparents,
aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws.
Significant others include persons living in a spousal (including same sex) or
familial fashion with an employee.

If such a related party transaction is unavoidable, you must fully disclose the
nature of the related party transaction to the Company's Chief Financial
Officer. If determined to be material to the Company by the Chief Financial
Officer, the Company's Audit Committee must review and approve in writing in
advance such related party transactions. The most significant related party
transactions, particularly those involving the Company's directors or executive
officers, must be reviewed and approved in writing in advance by the Company's
Board of Directors. The Company must report all such material related party
transactions under applicable accounting rules, federal securities laws, and SEC
rules and regulations, and securities market rules. Any dealings with a related
party must be conducted in such a way that no preferential treatment is given to
this business.


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The Company discourages the employment of relatives and significant others in
positions or assignments within the same department and prohibits the employment
of such individuals in positions that have a financial dependence or influence
(e.g., an auditing or control relationship, or a supervisor/subordinate
relationship). The purpose of this policy is to prevent the organizational
impairment and conflicts that are a likely outcome of the employment of
relatives or significant others, especially in a supervisor/subordinate
relationship. If a question arises about whether a relationship is covered by
this policy, the Human Resources Department is responsible for determining
whether an applicant or transferee's acknowledged relationship is covered by
this policy. The Human Resources Department shall advise all affected applicants
and transferees of this policy. Willful withholding of information regarding a
prohibited relationship/reporting arrangement may be subject to corrective
action, up to and including termination. If a prohibited relationship exists or
develops between two employees, the employee in the senior position must bring
this to the attention of his/her supervisor. The Company retains the prerogative
to separate the individuals at the earliest possible time, either by
reassignment or by termination, if necessary.

(v) OTHER SITUATIONS. Because other conflicts of interest may arise, it would be
impractical to attempt to list all possible situations. If a proposed
transaction or situation raises any questions or doubts in your mind you should
consult the Legal Department.

D. CORPORATE OPPORTUNITIES

Employees, officers and directors may not exploit for their own personal gain
opportunities that are discovered through the use of corporate property,
information or position unless the opportunity is disclosed fully in writing to
the Company's Board of Directors and the Board of Directors declines to pursue
such opportunity.

E. PROTECTING THE COMPANY'S CONFIDENTIAL INFORMATION

The Company's confidential information is a valuable asset. The Company's
confidential information includes, without limitations, our database of customer
contacts; details regarding our equipment procurement sources; names and lists
of customers, suppliers and employees; and financial information. This
information is the property of the Company and may be protected by patent,
trademark, copyright and trade secret laws. All confidential information must be
used for Company business purposes only. Every director, officer and employee
must safeguard it.

THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY CONFIDENTIAL INFORMATION
SUCH AS INFORMATION REGARDING THE COMPANY'S PRODUCTS OR BUSINESS OVER THE
INTERNET.

You are also responsible for properly labeling any and all documentation shared
with or correspondence sent to the Company's Legal Department or outside counsel
as "Attorney-Client Privileged". This responsibility includes the safeguarding,
securing and proper disposal of confidential information in accordance with the
Company's policy on Maintaining and Managing Records set forth in this Code of
Business Conduct and Ethics. This obligation extends to confidential information
of third parties, which the Company has rightfully received under Non-Disclosure
Agreements. See the Company's policy dealing with Handling Confidential
Information of Others set forth in this Code of Business Conduct and Ethics.

(i) PROPRIETARY INFORMATION AND INVENTION AGREEMENT. When you joined the
Company, you signed an agreement to protect and hold confidential the Company's
proprietary information. This agreement remains in effect for as long as you


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work for the Company and after you leave the Company. Under this agreement, you
may not disclose the Company's confidential information to anyone or use it to
benefit anyone other than the Company without the prior written consent of an
authorized Company officer.

(ii) DISCLOSURE OF COMPANY CONFIDENTIAL INFORMATION. To further the Company's
business, from time to time our confidential information may be disclosed to
potential business partners. However, such disclosure should never be done
without carefully considering its potential benefits and risks. If you determine
in consultation with your manager and other appropriate Company management that
disclosure of confidential information is necessary, you must then contact the
Legal Department to ensure that an appropriate written nondisclosure agreement
is signed prior to the disclosure. The Company has standard nondisclosure
agreements suitable for most disclosures. You must not sign a third party's
nondisclosure agreement or accept changes to the Company's standard
nondisclosure agreements without review and approval by the Company's Legal
Department. In addition, all Company materials that contain Company confidential
information, including presentations, must be reviewed and approved by the
Company's Legal Department prior to publication or use.

Furthermore, any employee publication or publicly made statement that might be
perceived or construed as attributable to the Company, made outside the scope of
his or her employment with the Company, must be reviewed and approved in writing
in advance by the Company's Legal Department and must include the Company's
standard disclaimer that the publication or statement represents the views of
the specific author and not of the Company.

(iii) REQUESTS BY REGULATORY AUTHORITIES. The Company and its directors,
officers and employees must cooperate with appropriate government inquiries and
investigations. In this context, however, it is important to protect the legal
rights of the Company with respect to its confidential information. All
government requests for information, documents or investigative interviews must
be referred to the Company's Legal Department. No financial information may be
disclosed without the prior approval of the Chief Financial Officer.

(IV) COMPANY SPOKESPEOPLE. Specific policies have been established regarding who
may communicate information to the press and the financial analyst community.
All inquiries or calls from the press and financial analysts should be referred
to the Chief Financial Officer or Investor Relations Department. The Company has
designated its CEO, CFO and Investor Relations Department as official Company
spokespeople for financial matters. The Company has designated its Investor
Relations Department as official Company spokespeople for marketing, technical
and other such information. These designees are the only people who may
communicate with the press on behalf of the Company.

F. OBLIGATIONS UNDER SECURITIES LAWS-"INSIDER" TRADING

Obligations under the U.S. securities laws apply to everyone. In the normal
course of business, officers, directors and employees of the Company may come
into possession of significant, sensitive information. This information is the
property of the Company -- you have been entrusted with it. You may not profit
from it by buying or selling securities yourself, or passing on the information
to others to enable them to profit or for them to profit on your behalf. The
purpose of this policy is both to inform you of your legal responsibilities and
to make clear to you that the misuse of sensitive information is contrary to
Company policy and U.S. securities laws.


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Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years
in jail for individuals. In addition, the SEC may seek the imposition of a civil
penalty of up to three times the profits made or losses avoided from the
trading. Insider traders must also disgorge any profits made, and are often
subjected to an injunction against future violations. Finally, insider traders
may be subjected to civil liability in private lawsuits.

Employers and other controlling persons (including supervisory personnel) are
also at risk under U.S. securities laws. Controlling persons may, among other
things, face penalties of the greater of $5,000,000 or three times the profits
made or losses avoided by the trader if they recklessly fail to take preventive
steps to control insider trading.

Thus, it is important both to you and the Company that insider-trading
violations not occur. You should be aware that stock market surveillance
techniques are becoming increasingly sophisticated, and the chance that U.S.
federal or other regulatory authorities will detect and prosecute even
small-level trading is significant. Insider trading rules are strictly enforced,
even in instances when the financial transactions seem small. You should contact
the Chief Financial Officer or the Legal Department if you are unsure as to
whether or not you are free to trade.

The Company has imposed a trading blackout period on members of the Board of
Directors, all officers and employees. These directors, executive officers and
employees generally may not trade in Company securities during the blackout
periods.

For more details, and to determine if you are restricted from trading during
trading Blackout periods, you should review the Company's Written Disclosure
Policy (the "Policy") attached hereto as Addendum B. You can request a copy of
this policy from the Legal Department. You should take a few minutes to read the
Policy carefully, paying particular attention to the specific policies and the
potential criminal and civil liability and/or disciplinary action for insider
trading violations. Directors, officers and employees of the Company who violate
this Policy are also subject to disciplinary action by the Company, which may
include termination of employment or of business relationship. All questions
regarding the Company's Insider Trading Compliance Program should be directed to
the Company's Chief Financial Officer or Legal Department.

G. PROHIBITION AGAINST SHORT SELLING OF COMPANY STOCK

No Company director, officer or other employee may, directly or indirectly, sell
any equity security, including derivatives, of the Company if he or she (1) does
not own the security sold, or (2) if he or she owns the security, does not
deliver it against such sale (a "short sale against the box") within twenty days
thereafter, or does not within five days after such sale deposit it in the mails
or other usual channels of transportation. No Company director, officer or other
employee may engage in short sales. A short sale, as defined in this policy,
means any transaction whereby one may benefit from a decline in the Company's
stock price. While securities law does not prohibit employees who are not
executive officers or directors from engaging in short sales of Company
securities, the Company has adopted as policy that employees may not do so.

H. USE OF COMPANY'S ASSETS

(i) GENERAL. Protecting the Company's assets is a key fiduciary responsibility
of every director, officer and employee. Care should be taken to ensure that
assets are not misappropriated, loaned to others, or sold or donated, without
appropriate authorization. All Company directors, officers and employees are
responsible for the proper use of Company assets, and must safeguard such assets
against loss, damage, misuse or theft.


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Directors, officers and employees who violate any aspect of this policy or who
demonstrate poor judgment in the manner in which they use any Company asset may
be subject to disciplinary action, up to and including termination of employment
or business relationship at the Company's sole discretion. Company equipment and
assets are to be used for Company business purposes only. Directors, officers
and employees may not use Company assets for personal use, nor may they allow
any other person to use Company assets. All questions regarding this policy
should be brought to the attention of the Company's Human Resources Department.

(ii) PHYSICAL ACCESS CONTROL. The Company has and will continue to develop
procedures covering physical access control to ensure privacy of communications,
maintenance of the security of the Company communication equipment, and
safeguard Company assets from theft, misuse and destruction. You are personally
responsible for complying with the level of access control that has been
implemented in the facility where you work on a permanent or temporary basis.
You must not defeat or cause to be defeated the purpose for which the access
control was implemented.

(iii) COMPANY FUNDS. Every Company director, officer or employee is personally
responsible for all Company funds over which he or she exercises control.
Company agents and contractors should not be allowed to exercise control over
Company funds. Company funds must be used only for Company business purposes.
Every Company director, officer and employee must take reasonable steps to
ensure that the Company receives good value for Company funds spent, and must
maintain accurate and timely records of each and every expenditure. Expense
reports must be accurate and submitted in a timely manner. Company directors,
officers and employees must not use Company funds for any personal purpose.

(iv) COMPUTERS AND OTHER EQUIPMENT. The Company strives to furnish directors,
officers and employees with the equipment necessary to efficiently and
effectively do their jobs. You must care for that equipment and use it
responsibly only for Company business purposes. If you use Company equipment at
your home or off site, take precautions to protect it from theft or damage, just
as if it were your own. If the Company no longer employs you, you must
immediately return all Company equipment. While computers and other electronic
devices are made accessible to directors, officers and employees to assist them
to perform their jobs and to promote Company's interests, all such computers and
electronic devices, whether used entirely or partially on the Company's premises
or with the aid of the Company's equipment or resources, must remain fully
accessible to the Company and, to the maximum extent permitted by law, will
remain the sole and exclusive property of the Company.

Directors, officers and employees should not maintain any expectation of privacy
with respect to information transmitted over, received by, or stored in any
electronic communications device owned, leased, or operated in whole or in part
by or on behalf of the Company. To the extent permitted by applicable law, the
Company retains the right to gain access to any information received by,
transmitted by, or stored in any such electronic communications device, by and
through its directors, officers and employees, at any time, either with or
without a director's, officer's or employee's knowledge, consent or approval.

(v) SOFTWARE. All software used by directors, officers and employees to conduct
Company business must be appropriately licensed. Never make or use illegal or
unauthorized copies of any software, whether in the office, at home, or on the
road, since doing so may constitute copyright infringement and may expose you


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and the Company to potential civil and criminal liability. In addition, use of
illegal or unauthorized copies of software may subject the director, officer and
employee to disciplinary action, up to and including termination. The Company's
IT Department will inspect Company computers periodically to verify that only
approved and licensed software has been installed. Any non-licensed/supported
software will be removed.

(vi) ELECTRONIC USAGE. The purpose of this policy is to make certain that
directors, officers and employees utilize electronic communication devices in a
legal, ethical, and appropriate manner. This policy addresses the Company's
responsibilities and concerns regarding the fair and proper use of all
electronic communications devices within the organization, including computers,
e-mail, connections to the Internet, intranet and extranet and any other public
or private networks, voice mail, video conferencing, facsimiles, and telephones.
Posting or discussing information concerning the Company's products or business
on the Internet without the prior written consent of the Company's Chief
Financial Officer is prohibited. Any other form of electronic communication used
by directors, officers or employees currently or in the future is also intended
to be encompassed under this policy. It is not possible to identify every
standard and rule applicable to the use of electronic communications devices.
Directors, officers and employees are therefore encouraged to use sound judgment
whenever using any feature of our communications systems. You are expected to
review, understand and follow such policies and procedures.

I. MAINTAINING AND MANAGING RECORDS

The purpose of this policy is to set forth and convey the Company's business and
legal requirements in managing records, including all recorded information
regardless of medium or characteristics. Records include paper documents, CDs,
computer hard disks, email, floppy disks, microfiche, microfilm or all other
media. Local, state, federal, foreign and other applicable laws, rules and
regulations to retain certain records and to follow specific guidelines in
managing its records require the Company. Civil and criminal penalties for
failure to comply with such guidelines can be severe for directors, officers and
employees and the Company, and failure to comply with such guidelines may
subject the director, officer and employee to disciplinary action, up to and
including termination of employment or business relationship at the Company's
sole discretion. All original executed documents that evidence contractual
commitments or other obligations of the Company must be forwarded to the Legal
Department promptly upon completion. Such documents will be maintained and
retained in accordance with the Company's record retention policies

J. RECORDS ON LEGAL HOLD.

A legal hold suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or
government investigations. The Company's Legal Department determines and
identifies what types of Company records or documents are required to be placed
under a legal hold. Every Company director, officer and employee must comply
with this policy. Failure to comply with this policy may subject the director,
officer and employee to disciplinary action, up to and including termination of
employment or business relationship at the Company's sole discretion.

The Company's Legal Department will notify you if a legal hold is placed on
records for which you are responsible. You then must preserve and protect the
necessary records in accordance with instructions from the Company's Legal
Department.


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RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST
NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES.

A legal hold remains effective until it is officially released in writing by the
Company's Legal Department.

If you are unsure whether a document has been placed under a legal hold, you
should preserve and protect that document while you check with the Company's
Legal Department. If you have any questions about this policy you should contact
the Company's Legal Department.

K. PAYMENT PRACTICES

(i) ACCOUNTING PRACTICES. The Company's responsibilities to its stockholders and
the investing public require that all transactions be fully and accurately
recorded in the Company's books and records in compliance with all applicable
laws. False or misleading entries, unrecorded funds or assets, or payments
without appropriate supporting documentation and approval are strictly
prohibited and violate Company policy and the law.

Additionally, all documentation supporting a transaction should fully and
accurately describe the nature of the transaction and be processed in a timely
fashion.

(ii) POLITICAL CONTRIBUTIONS. The Company reserves the right to communicate its
position on important issues to elected representatives and other government
officials. It is the Company's policy to comply fully with all local, state,
federal, foreign and other applicable laws, rules and regulations regarding
political contributions. The Company's funds or assets must not be used for, or
be contributed to, political campaigns or political practices under any
circumstances without the prior written approval of the Company's General
Counsel and, if required, the Board of Directors.

(iii) PROHIBITION OF INDUCEMENTS. Under no circumstances may directors, officers
or employees, offer to pay, make payment, promise to pay, or issue authorization
to pay any money, gift, or anything of value to customers, vendors, consultants,
etc. that is perceived as intended, directly or indirectly, to improperly
influence any business decision, any act or failure to act, any commitment of
fraud, or opportunity for the commission of any fraud. Inexpensive gifts,
infrequent business meals, celebratory events and entertainment, provided that
they are not excessive or create an appearance of impropriety, do not violate
this policy. Questions regarding whether a particular payment or gift violates
this policy should be directed to Human Resources or the Legal Department.

L. FOREIGN CORRUPT PRACTICES ACT.

The Company requires full compliance with the Foreign Corrupt Practices Act
(FCPA) by all of its directors, officers and employees.

The anti-bribery and corrupt payment provisions of the FCPA make illegal any
corrupt offer, payment, promise to pay, or authorization to pay any money, gift,
or anything of value to any foreign official, or any foreign political party,
candidate or official, for the purpose of: influencing any act or failure to
act, in the official capacity of that foreign official or party; or inducing the
foreign official or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or
direct business to anyone.


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All Company directors, officers and employees whether located in the United
States or abroad, are responsible for FCPA compliance and the procedures to
ensure FCPA compliance.

All managers and supervisory personnel are expected to monitor continued
compliance with the FCPA to ensure compliance with the highest moral, ethical
and professional standards of the Company. FCPA compliance includes the
Company's policy on Maintaining and Managing Records in this Code of Business
Conduct and Ethics.

Laws in most countries outside of the United States also prohibit or restrict
government officials or employees of government agencies from receiving
payments, entertainment, or gifts for the purpose of winning or keeping
business. No contract or agreement may be made with any business in which a
government official or employee holds a significant interest, without the prior
approval of the Company's General Counsel.

M. EXPORT CONTROLS

A number of countries maintain controls on the destinations to which products or
software may be exported. Some of the strictest export controls are maintained
by the United States against countries that the U.S. government considers
unfriendly or as supporting international terrorism. The U.S. regulations are
complex and apply both to exports from the United States and to exports of
products from other countries, when those products contain U.S.-origin
components or technology. Software created in the United States is subject to
these regulations even if duplicated and packaged abroad. In some circumstances,
an oral presentation containing technical data made to foreign nationals in the
United States may constitute a controlled export. The Legal Department can
provide you with guidance on which countries are prohibited destinations for
Company products or whether a proposed technical presentation to foreign
nationals may require a U.S. Government license.

IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS

A. CUSTOMER RELATIONSHIPS

If your job puts you in contact with any Company customers or potential
customers, it is critical for you to remember that you represent the Company to
the people with whom you are dealing. Act in a manner that creates value for our
customers and helps to build a relationship based upon trust. The Company and
its employees have provided products and services for many years and have built
up significant goodwill over that time. This goodwill is one of our most
important assets, and the Company employees must act to preserve and enhance our
reputation.

B. PAYMENTS OR GIFTS FROM OTHERS

Under no circumstances may directors, officers or employees accept any offer,
payment, promise to pay, or authorization to pay any money, gift, or anything of
value from customers, vendors, consultants, etc. that is perceived as intended,
directly or indirectly, to influence any business decision, any act or failure
to act, any commitment of fraud, or opportunity for the commission of any fraud.
Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy are to be directed to Human
Resources or the Legal Department.


                                       13
<PAGE>


Gifts given by the Company to suppliers or customers or received from suppliers
or customers should always be appropriate to the circumstances and should never
be of a kind that could create an appearance of impropriety. The nature and cost
must always be accurately recorded in the Company's books and records.

C. PUBLICATIONS OF OTHERS

The Company subscribes to many publications that help directors, officers and
employees do their jobs better. These include newsletters, reference works,
online reference services, magazines, books, and other digital and printed
works. Copyright law generally protects these works, and their unauthorized
copying and distribution constitute copyright infringement. You must first
obtain the consent of the publisher of a publication before copying publications
or significant parts of them. When in doubt about whether you may copy a
publication, consult the Legal Department.

D. HANDLING THE CONFIDENTIAL INFORMATION OF OTHERS

The Company has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their
products or business plans to induce the Company to enter into a business
relationship. At other times, we may request that a third party provide
confidential information to permit the Company to evaluate a potential business
relationship with that party. Whatever the situation, we must take special care
to handle the confidential information of others responsibly. We handle such
confidential information in accordance with our agreements with such third
parties. See also the Company's policy on Maintaining and Managing Records in
this Code of Business Conduct and Ethics.

(i) APPROPRIATE NONDISCLOSURE AGREEMENTS. Confidential information may take many
forms. An oral presentation about a company's product development plans may
contain protected trade secrets. A customer list or employee list may be a
protected trade secret. A demo of an alpha version of a company's new software
may contain information protected by trade secret and copyright laws.

You should never accept information offered by a third party that is represented
as confidential, or which appears from the context or circumstances to be
confidential, unless an appropriate nondisclosure agreement has been signed with
the party offering the information.

THE LEGAL DEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR
SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON
BEHALF OF THE COMPANY.

Even after a nondisclosure agreement is in place, you should accept only the
information necessary to accomplish the purpose of receiving it, such as a
decision on whether to proceed to negotiate a deal. If more detailed or
extensive confidential information is offered and it is not necessary, for your
immediate purposes, it should be refused.

(ii) NEED-TO-KNOW. Once a third party's confidential information has been
disclosed to the Company, we have an obligation to abide by the terms of the
relevant nondisclosure agreement and limit its use to the specific purpose for
which it was disclosed and to disseminate it only to other Company employees
with a need to know the information. Every director, officer and employee
involved in a potential business relationship with a third party must understand


                                       14
<PAGE>


and strictly observe the restrictions on the use and handling of confidential
information. When in doubt, consult the Legal Department.

(iii) NOTES AND REPORTS. When reviewing the confidential information of a third
party under a nondisclosure agreement, it is natural to take notes or prepare
reports summarizing the results of the review and, based partly on those notes
or reports, to draw conclusions about the suitability of a business
relationship. Notes or reports, however, can include confidential information
disclosed by the other party and so should be retained only long enough to
complete the evaluation of the potential business relationship. Subsequently,
they should be either destroyed or turned over to the Legal Department for
safekeeping or destruction. They should be treated just as any other disclosure
of confidential information is treated: marked as confidential and distributed
only to those the Company employees with a need to know.

(iv) COMPETITIVE INFORMATION. You should never attempt to obtain a competitor's
confidential information by improper means, and you should especially never
contact a competitor regarding their confidential information. While the Company
may, and does, employ former employees of competitors, we recognize and respect
the obligations of those employees not to use or disclose the confidential
information of their former employers.

E. SELECTING SUPPLIERS

The Company's suppliers make significant contributions to our success. To create
an environment where our suppliers have an incentive to work with the Company,
they must be confident that they will be treated lawfully and in an ethical
manner. The Company's policy is to purchase supplies based on need, quality,
service, price and terms and conditions. The Company's policy is to select
significant suppliers or enter into significant supplier agreements though a
competitive bid process where possible. Under no circumstances should any
Company director, officer or employee attempt to coerce suppliers in any way.
The confidential information of a supplier is entitled to the same protection as
that of any other third party and must not be received before an appropriate
nondisclosure agreement has been signed. A supplier's performance should never
be discussed with anyone outside the Company. A supplier to the Company is
generally free to sell its products or services to any other party, including
competitors of the Company. In some cases where the products or services have
been designed, fabricated, or developed to our specifications the agreement
between the parties may contain restrictions on sales.

F. GOVERNMENT RELATIONS

It is the Company's policy to comply fully with all applicable laws and
regulations governing contact and dealings with government employees and public
officials, and to adhere to high ethical, moral and legal standards of business
conduct. This policy includes strict compliance with all local, state, federal,
foreign and other applicable laws, rules and regulations.

If you have any questions concerning government relations you should contact the
Company's Legal Department.

G. LOBBYING

Directors, officers or employees whose work requires lobbying communication with
any member or employee of a legislative body or with any government official or
employee in the formulation of legislation must have prior written approval of
such activity from the Company's Legal Department. Activity covered by this
policy includes meetings with legislators or members of their staffs or with


                                       15
<PAGE>


senior executive branch officials. Preparation, research, and other background
activities that are done in support of lobbying communication are also covered
by this policy even if the communication ultimately is not made.

H. GOVERNMENT CONTRACTS

It is the Company's policy to comply fully with all applicable laws and
regulations that apply to government contracting. It is also necessary to
strictly adhere to all terms and conditions of any contract with local, state,
federal, foreign or other applicable governments.

The Company's Legal Department must review and approve all contracts with any
government entity.

I. FREE AND FAIR COMPETITION

Most countries have well-developed bodies of law designed to encourage and
protect free and fair competition. The Company is committed to obeying both the
letter and spirit of these laws. The consequences of not doing so can be severe
for all of us.

These laws often regulate the Company's relationships with its distributors,
resellers, dealers, and customers. Competition laws generally address the
following areas: pricing practices (including price discrimination),
discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive dealerships or distributorships, product bundling,
restrictions on carrying competing products, termination, and many other
practices.

Competition laws also govern, usually quite strictly, relationships between the
Company and its competitors. As a general rule, contacts with competitors should
be limited and should always avoid subjects such as prices or other terms and
conditions of sale, customers, and suppliers. Employees of the Company may not
knowingly make false or misleading statements regarding its competitors or the
products of its competitors, customers or suppliers. Participating with
competitors in a trade association or in a standards creation body is acceptable
when the association has been properly established, has a legitimate purpose,
and has limited its activities to that purpose.

No director, officer, employee shall at any time or under any circumstances
enter into an agreement or understanding, written or oral, express or implied,
with any competitor concerning prices, discounts, other terms or conditions of
sale, profits or profit margins, costs, allocation of product or geographic
markets, allocation of customers, limitations on production, boycotts of
customers or suppliers, or bids or the intent to bid or even discuss or exchange
information on these subjects. In some cases, legitimate joint ventures with
competitors may permit exceptions to these rules as may bona fide purchases from
or sales to competitors on non-competitive products, but the Company's Legal
Department must review all such proposed ventures in advance. These prohibitions
are absolute and strict observance is required.

Collusion among competitors is illegal, and the consequences of a violation are
severe. Although the spirit of these laws, known as "antitrust," "competition,"
or "consumer protection" or unfair competition laws, is straightforward, their
application to particular situations can be quite complex. To ensure that the
Company complies fully with these laws, each of us should have a basic knowledge
of them and should involve our Legal Department early on when questionable
situations arise.


                                       16
<PAGE>


J. INDUSTRIAL ESPIONAGE

It is the Company's policy to lawfully compete in the marketplace. This
commitment to fairness includes respecting the rights of our competitors and
abiding by all applicable laws in the course of competing. The purpose of this
policy is to maintain the Company's reputation as a lawful competitor and to
help ensure the integrity of the competitive marketplace. The Company expects
its competitors to respect our rights to compete lawfully in the marketplace,
and we must respect their rights equally. Company directors, officers and
employees may not steal or unlawfully use the information, material, products,
intellectual property, or proprietary or confidential information of anyone
including suppliers, customers, business partners or competitors.

V. WAIVERS

Any waiver of any provision of this Code of Business Conduct and Ethics for a
member of the Company's Board of Directors or an executive officer must be
approved in writing by the Company's Board of Directors and promptly disclosed.
Any waiver of any provision of this Code of Business Conduct and Ethics with
respect any other employee must be approved in writing by the Company's Legal
Department.

VI. DISCIPLINARY ACTIONS

The matters covered in this Code of Business Conduct and Ethics are of the
utmost importance to the Company, its stockholders and its business partners,
and are essential to the Company's ability to conduct its business in accordance
with its stated values. We expect all of our directors, officers and employees
to adhere to these rules in carrying out their duties for the Company.

The Company will take appropriate action against any director, officer or
employee whose actions are found to violate these policies or any other policies
of the Company. Disciplinary actions may include immediate termination of
employment or business relationship at the Company's sole discretion. Where the
Company has suffered a loss, it may pursue its remedies against the individuals
or entities responsible. Where laws have been violated, the Company will
cooperate fully with the appropriate authorities.


                                       17
<PAGE>


ADDENDUM A TO CODE OF BUSINESS ETHICS AND CONDUCT
-------------------------------------------------

NOTICE OF PUBLIC STATUS

On February 16, 2005, Enigma Software Group Inc. was acquired by Maxi Group Inc.
("Maxi"), a publicly-traded entity. As a result, all employees are subject to
increased obligations with regard to the maintenance of confidential information
of the Enigma and Maxi and the obligation not to disclose non-public information
regarding confidential business information. Under Federal Securities Law anyone
who obtains information may not trade securities of the company or disclose any
confidential information to third parties. Violation of this policy will result
in termination of Employment and may result in criminal and/or civil liability.
If anyone has questions contact Richard M. Scarlata 212.785.3985 Ext. 33.


                                       18
<PAGE>


ADDENDUM B TO CODE OF BUSINESS ETHICS AND CONDUCT
-------------------------------------------------

WRITTEN DISCLOSURE POLICY (BLACKOUT POLICY)
-------------------------------------------

OBJECTIVE AND SCOPE

The objective of this disclosure policy is to ensure that communications to the
investing public about the Company are:

o    Timely, factual and accurate; and

o    Broadly disseminated in accordance with all applicable legal and regulatory
     requirements.

This disclosure policy confirms in writing our disclosure policies and
practices. Its goal is to raise awareness of the Company's approach to
disclosure among the board of directors, senior management and employees.

This disclosure policy extends to all employees of the Company, its board of
directors and those authorized to speak on its behalf. It covers disclosures in
documents filed with the securities regulators and written statements made in
the Company's annual and quarterly reports, news releases, letters to
shareholders, presentations by senior management and information contained on
the Company's Web site and other electronic communications. It extends to oral
statements made in meetings and telephone conversations with analysts and
investors, interviews with the media as well as speeches, press conferences and
conference calls.

DISCLOSURE POLICY COMMITTEE

The Board of Directors has established a disclosure policy committee
("Committee") responsible for overseeing the Company's disclosure practices. The
Committee consists of the executive chairman (CH) chief executive officer (CEO),
and the chief financial officer (CFO), with consultation with counsel as
appropriate.

The Committee will set benchmarks for a preliminary assessment of materiality
and will determine when developments justify public disclosure. The Committee
will meet as conditions dictate and the secretary will maintain minutes of
meetings.

IT IS ESSENTIAL THAT THE COMMITTEE BE KEPT FULLY APPRISED OF ALL PENDING
MATERIAL COMPANY DEVELOPMENTS IN ORDER TO EVALUATE AND DISCUSS THOSE EVENTS AND
TO DETERMINE THE APPROPRIATENESS AND TIMING FOR PUBLIC RELEASE OF INFORMATION.

If it is deemed that the information should remain confidential, the Committee
will determine how that inside information will be controlled.

The Committee will review and update, if necessary, this disclosure policy on an
annual basis or as needed to ensure compliance with changing regulatory
requirements. The Committee will report to the Board of Directors on a quarterly
basis.

PRINCIPLES OF DISCLOSURE OF MATERIAL INFORMATION

Material information is any information relating to the business and affairs of
the Company that results in, or would reasonably be expected to result in, a
significant change in the market price or value of the Company's securities or


                                       19
<PAGE>


that would reasonably be expected to have a significant influence on a
reasonable investor's investment decisions.

In complying with the requirement to disclose forthwith all material information
under applicable laws and stock exchange rules, the Company will adhere to the
following basic disclosure principles:

     1.   Material information will be publicly disclosed immediately via news
          release and, at the Committee's discretion, via a Form 8-K filing with
          the SEC.

     2.   In certain circumstances, the Committee may determine that such
          disclosure would be unduly detrimental to the Company (for example if
          release of the information would prejudice negotiations in a corporate
          transaction), in which case the information will be kept confidential
          until the Committee determines it is appropriate to publicly disclose.
          In such circumstances, the Committee will cause a confidential
          material change report to be filed with the applicable securities
          regulators, and will periodically (at least every 10 days) review its
          decision to keep the information confidential (also see 'Rumors').

     3.   Disclosure must include any information the omission of which would
          make the rest of the disclosure misleading (half truths are
          misleading).

     4.   Unfavorable material information must be disclosed as promptly and
          completely as favorable information.

     5.   No selective disclosure. Previously undisclosed material information
          must not be disclosed to selected individuals (for example, in an
          interview with an analyst or in a telephone conversation with an
          investor). If previously undisclosed material information has been
          inadvertently disclosed to an analyst or any other person not bound by
          an express confidentiality obligation, such information must be
          broadly disclosed immediately via news release.

     6.   Disclosure on the Company's Web site alone does not constitute
          adequate disclosure of material information.

     7.   Disclosure must be corrected immediately if the Company subsequently
          learns that earlier disclosure by the Company contained a material
          error at the time it was given.

TRADING RESTRICTIONS AND BLACKOUT PERIODS

It is illegal for anyone to purchase or sell securities of any public company
with knowledge of material information affecting that company that has not been
publicly disclosed. Except in the necessary course of business, it is also
illegal for anyone to inform any other person of material non-public
information. Therefore, insiders and employees with knowledge of confidential or
material information about the Company or counter-parties in negotiations of
material potential transactions are prohibited from trading shares in the
Company or any counter-party until the information has been fully disclosed and
a reasonable period of time has passed for the information to be widely
disseminated.

Trading blackout periods will apply to all employees regardless of their access
to material undisclosed information during periods when financial statements are
being prepared, but results have not yet been publicly disclosed. The blackout
period commences on the first day of the month following the end of a quarter


                                       20
<PAGE>


and ends on the second day following the issuance of a news release disclosing
quarterly results.

Blackout periods may be prescribed from time to time by the Committee as a
result of special circumstances relating to the Company pursuant to which
insiders of the Company would be precluded from trading in securities of the
Company. All parties with knowledge of such special circumstances should be
covered by the blackout. Such parties may include external advisors such as
legal counsel, investment bankers and counter-parties in negotiations of
material potential transactions.

MAINTAINING CONFIDENTIALITY

Any employee privy to confidential information is prohibited from communicating
such information to anyone else, unless it is necessary to do so in the course
of business. Efforts will be made to limit access to such confidential
information to only those who need to know the information and such persons will
be advised that the information is to be kept confidential.

Communication by e-mail leaves a physical track of its passage that may be
subject to later decryption attempts. All confidential information being
transmitted over the Internet must be secured by the strongest encryption and
validation methods available. Where possible, employees should avoid using
e-mail to transmit confidential information.

Outside parties privy to undisclosed material information concerning the Company
will be told that they must not divulge such information to anyone else, other
than in the necessary course of business and that they may not trade in the
Company's securities until the information is publicly disclosed. Such outside
parties will confirm their commitment to non-disclosure in the form of a written
confidentiality agreement.

In order to prevent the misuse or inadvertent disclosure of material
information, the procedures set forth below should be observed at all times:

     1.   Documents and files containing confidential information should be kept
          in a safe place to which access is restricted to individuals who "need
          to know" that information in the necessary course of business and code
          names should be used if necessary.

     2.   Confidential matters should not be discussed in places where the
          discussion may be overheard, such as elevators, hallways, restaurants,
          airplanes or taxis.

     3.   Confidential matters should not be discussed on wireless telephones or
          other wireless devices.

     4.   Confidential documents should not be read or displayed in public
          places and should not be discarded where others can retrieve them.

     5.   Employees must ensure they maintain the confidentiality of information
          in their possession outside of the office as well as inside the
          office.

     6.   Transmission of documents by electronic means, such as by fax or
          directly from one computer to another, should be made only where it is
          reasonable to believe that the transmission can be made and received
          under secure conditions.


                                       21
<PAGE>


     7.   Unnecessary copying of confidential documents should be avoided and
          documents containing confidential information should be promptly
          removed from conference rooms and work areas after meetings have
          concluded. Extra copies of confidential documents should be shredded
          or otherwise destroyed.

     8.   Access to confidential electronic data should be restricted through
          the use of passwords.

DESIGNATED SPOKESPERSONS

The Company designates a limited number of spokespersons responsible for
communication with the investment community, regulators or the media. The CEO
and the CFO shall be the official spokespersons for the Company.

Individuals holding these offices may, from time to time, designate others
within the Company to speak on behalf of the Company as back-ups or to respond
to specific inquiries.

Employees who are not authorized spokespersons must not respond under any
circumstances to inquiries from the investment community, the media or others,
unless specifically asked to do so by an authorized spokesperson. ALL SUCH
INQUIRIES SHALL BE REFERRED TO THE CFO.

NEWS RELEASES

Once the Committee determines that a development is material, it will authorize
the issuance of a news release and, at the Committee's discretion, a Form 8-K
filing with the SEC, unless the Committee determines that such developments must
remain confidential for the time being, appropriate confidential filings are
made and control of that inside information is instituted. Should a material
statement inadvertently be made in a selective forum, the Company will
immediately issue a news release and, at the Committee's discretion, a Form 8-K
filing with the SEC in order to fully disclose that information.

IF THE STOCK EXCHANGE(S) UPON WHICH SHARES OF THE COMPANY ARE LISTED IS OPEN FOR
TRADING AT THE TIME OF A PROPOSED ANNOUNCEMENT, PRIOR NOTICE OF A NEWS RELEASE
ANNOUNCING MATERIAL INFORMATION MUST BE PROVIDED TO THE MARKET SURVEILLANCE
DEPARTMENT TO ENABLE A TRADING HALT, IF DEEMED NECESSARY BY THE STOCK
EXCHANGE(S). IF A NEWS RELEASE ANNOUNCING MATERIAL INFORMATION IS ISSUED OUTSIDE
OF TRADING HOURS, MARKET SURVEILLANCE MUST BE NOTIFIED BEFORE THE MARKET OPENS.

Annual and interim financial results will be publicly released immediately
following board approval of the financial statements.

News releases will be disseminated through an approved news wire service that
provides simultaneous national and/or international distribution. News releases
will be transmitted to all stock exchange members, relevant regulatory bodies,
major business wires, national financial media and the local media in areas
where the Company has its headquarters and operations.
News releases will be posted on the Company's Web site immediately after release
over the news wire. The news release page of the Web site shall include a notice
that advises the reader that the information posted was accurate at the time of
posting, but may be superseded by subsequent news releases.


                                       22
<PAGE>


CONFERENCE CALLS

At the discretion of the Board of Directors, conference calls may be held for
quarterly earnings and major corporate developments, whereby discussion of key
aspects is accessible simultaneously to all interested parties, some as
participants by telephone and others in a listen-only mode by telephone or via a
webcast over the Internet. The call will be preceded by a news release
containing all relevant material information. At the beginning of the call, a
Company spokesperson will provide appropriate cautionary language with respect
to any forward-looking information and direct participants to publicly available
documents containing the assumptions, sensitivities and a full discussion of the
risks and uncertainties.

The Company will provide advance notice of the conference call and webcast by
issuing a news release announcing the date and time and providing information on
how interested parties may access the call and webcast. In addition, the Company
may send invitations to analysts, institutional investors, the media and others
invited to participate. Any non-material supplemental information provided to
participants will also be posted to the Web site for others to view. A tape
recording of the conference call and/or an archived audio webcast on the
Internet will be made available following the call for a minimum of 30 days, for
anyone interested in listening to a replay.

The Committee will hold a debriefing meeting immediately after the conference
call and if such debriefing uncovers selective disclosure of previously
undisclosed material information, the Company will immediately disclose such
information broadly via news release and, at the Committee's discretion, a Form
8-K filing with the SEC.

RUMORS

The Company does not comment, affirmatively or negatively, on rumors. This also
applies to rumors on the Internet. The Company's spokespersons will respond
consistently to those rumors, saying, "It is our policy not to comment on market
rumors or speculation." Should the stock exchange request that the Company make
a definitive statement in response to a market rumor that is causing significant
volatility in the stock, the Committee will consider the matter and decide
whether to make a policy exception. If the rumor is true in whole or in part,
the Company will immediately issue a news release and, at the Committee's
discretion, a Form 8-K filing with the SEC disclosing the relevant material
information.

CONTACTS WITH ANALYSTS, INVESTORS AND THE MEDIA

Disclosure in individual or group meetings does not constitute adequate
disclosure of information that is considered material non-public information. If
the Company intends to announce material information at an analyst or
shareholder meeting or a press conference or conference call, the announcement
must be preceded by a news release.

The Company recognizes that meetings with analysts and significant investors are
an important element of the Company's investor relations program. The Company
will meet with analysts and investors on an individual or small group basis as
needed and will initiate contacts or respond to analyst and investor calls in a
timely, consistent and accurate fashion in accordance with this disclosure
policy.

The Company will provide only non-material information through individual and
group meetings, in addition to regular publicly disclosed information,
recognizing that an analyst or investor may construct this information into a


                                       23
<PAGE>


mosaic that could result in material information. The Company cannot alter the
materiality of information by breaking down the information into smaller,
non-material components.

The Company will maintain a `frequently asked questions' section on its Web site
and will provide the same sort of detailed, non-material information to
individual investors or reporters that it has provided to analysts and
institutional investors.

Spokespersons will keep notes of telephone conversations with analysts and
investors and where practicable more than one Company representative will be
present at all individual and group meetings. A debriefing will be held after
such meetings and if such debriefing uncovers selective disclosure of previously
undisclosed material information, the Company will immediately disclose such
information broadly via news release and, at the Committee's discretion, a Form
8-K filing with the SEC.

REVIEWING ANALYST DRAFT REPORTS AND MODELS

It is the Company's policy to review, upon request, analysts' draft research
reports or models. The Company will review the report or model for the purpose
of pointing out errors in fact based on publicly disclosed information. It is
the Company's policy, when an analyst inquires with respect to his/her
estimates, to question an analyst's assumptions if the estimate is a significant
outlier among the range of estimates and/or the Company's published earnings
guidance. The Company will limit its comments in responding to such inquiries to
non-material information. The Company will not confirm, or attempt to influence,
an analyst's opinions or conclusions and will not express comfort with the
analyst's model and earnings estimates.

In order to avoid appearing to "endorse" an analyst's report or model, the
Company will provide its comments orally or will attach a disclaimer to written
comments to indicate the report was reviewed only for factual accuracy.

DISTRIBUTING ANALYST REPORTS

Analyst reports are proprietary products of the analyst's firm. The analyst's
firm may view re-circulating a report by an analyst as an endorsement. For these
reasons, the Company will not provide analyst reports through any means to
persons outside of the Company or to employees of the Company, including posting
such information on its Web site. The Company may post on its Web site a
complete list, regardless of the recommendation, of all the investment firms and
analysts who provide research coverage on the Company. If provided, such list
will not include links to the analysts' or any other third party Web sites or
publications.

FORWARD-LOOKING INFORMATION

Should the Company elect to disclose forward-looking information (FLI) in
continuous disclosure documents, speeches, conference calls, etc., the following
guidelines will be observed.

     1.   The information, if deemed material, will be broadly disseminated via
          news release, in accordance with this disclosure policy.

     2.   The information will be clearly identified as forward looking.


                                       24
<PAGE>


     3.   The Company will identify all material assumptions used in the
          preparation of the forward-looking information.

     4.   The information will be accompanied by a statement that identifies, in
          very specific terms, the risks and uncertainties that may cause the
          actual results to differ materially from those projected in the
          statement, including a sensitivity analysis to indicate the extent to
          which different business conditions from the underlying assumptions
          may affect the actual outcome.

     5.   The information will be accompanied by a statement that disclaims the
          Company's intention or obligation to update or revise the FLI, whether
          as a result of new information, future events or otherwise.
          Notwithstanding this disclaimer, should subsequent events prove past
          statements about current trends to be materially off target, the
          Company may choose to issue a news release explaining the reasons for
          the difference. In this case, the Company will update its guidance on
          the anticipated impact on revenue and earnings (or other key metrics).

MANAGING EXPECTATIONS

The Company will try to ensure, through its regular public dissemination of
quantitative and qualitative information, that analysts' estimates are in line
with the Company's own expectations. The Company will not confirm, or attempt to
influence, an analyst's opinions or conclusions and will not express comfort
with analysts' models and earnings estimates.

If the Company has determined that it will be reporting results materially below
or above publicly held expectations, at the discretion of the board of
directors, it will disclose this information in a news release and, at the
Committee's discretion, a Form 8-K filing with the SEC in order to enable
discussion without risk of selective disclosure.

QUIET PERIODS

In order to avoid the potential for selective disclosure or even the perception
or appearance of selective disclosure, the Company will observe a quiet period
which commences on the first day of the month following the end of a quarter and
ends with the issuance of a news release disclosing quarterly results. During
this quiet period, the Company will not initiate or participate in any meetings
or telephone contacts with analysts and investors and no earnings guidance will
be provided to anyone, other than responding to unsolicited inquiries concerning
factual matters.

DISCLOSURE RECORD

The Committee will maintain a five year file containing all public information
about the Company, including continuous disclosure documents, news releases,
analysts' reports, transcripts or tape recordings of conference calls,
debriefing notes, notes from meetings and telephone conversations with analysts
and investors, and newspaper articles.

RESPONSIBILITY FOR ELECTRONIC COMMUNICATIONS

This disclosure policy also applies to electronic communications. Accordingly,
officers and personnel responsible for written and oral public disclosures shall
also be responsible for electronic communications.


                                       25
<PAGE>


The Committee is responsible for updating the investor relations section of the
Company's Web site and is responsible for monitoring all Company information
placed on the Web site to ensure that it is accurate, complete, up-to-date and
in compliance with relevant securities laws.

The Committee must approve all links from the Company Web site to a third party
Web site. Any such links will include a notice that advises the reader that he
or she is leaving the Company's Web site and that the Company is not responsible
for the contents of the other site.

Investor relations material shall be contained within a separate section of the
Company's Web site and shall include a notice that advises the reader that the
information posted was accurate at the time of posting, but may be superceded by
subsequent disclosures. All data posted to the Web site, including text and
audiovisual material, shall show the date such material was issued. Any material
changes in information must be updated immediately. The Committee will maintain
a log indicating the date that material information is posted and/or removed
from the investor relations Web site. The minimum retention period for material
corporate information on the Web site shall be two years.

Disclosure on the Company's Web site alone does not constitute adequate
disclosure of information that is considered material non-public information.
Any disclosures of material information on its Web site will be preceded by the
issuance of a news release and, at the Committee's discretion, a Form 8-K filing
with the SEC.

The Committee shall also be responsible for responses to electronic inquiries.
Only public information or information which could otherwise be disclosed in
accordance with this disclosure policy shall be utilized in responding to
electronic inquiries.

In order to ensure that no material undisclosed information is inadvertently
disclosed, employees are prohibited from participating in Internet chat rooms or
newsgroup discussions on matters pertaining to the Company's activities or its
securities. Employees who encounter a discussion pertaining to the Company
should advise the Committee immediately, so the discussion may be monitored.

COMMUNICATION AND ENFORCEMENT

This disclosure policy extends to all employees of the Company, its board of
directors and authorized spokespersons. New directors, officers and employees
will be provided with a copy of this disclosure policy and will be educated
about its importance. This disclosure policy will be circulated to all employees
on an annual basis and whenever changes are made.

Any employee who violates this disclosure policy may face disciplinary action up
to and including termination of his or her employment with the Company without
notice. The violation of this disclosure policy may also violate certain
securities laws.

If it appears that an employee may have violated such securities laws, the
Company may refer the matter to the appropriate regulatory authorities, which
could lead to penalties, fines or imprisonment.


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<PAGE>


ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

I have received and read the Company's Code of Business Conduct and Ethics,
including all attachments thereto. I understand the standards and policies
contained in the Company Code of Business Conduct and Ethics and understand that
there may be additional policies or laws specific to my job. I further agree to
comply with the Company Code of Business Conduct and Ethics.

If I have questions concerning the meaning or application of the Company Code of
Business Conduct and Ethics, any Company policies, or the legal and regulatory
requirements applicable to my job, I know I can consult my manager, the Human
Resources Department or the Legal Department, knowing that my questions or
reports to these sources will be maintained in confidence. I acknowledge that I
may report violations of the Code of Business Conduct and Ethics to the Human
Resources Department.



------------------------------------
Director, Officer or Employee Name

Date

Please sign and return this form to the Human Resources Department.


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