**Exhibit
      14.1**














**RFG
      Acquisition II Inc.**








**CORPORATE
      CODE OF ETHICS AND CONDUCT**














**Approved:
      December 31, 2007**











**TABLE
      OF CONTENTS**





1.
            General
                Policy
            22.
            Compliance
                with the Law
            33.
            Stocks
            34.
            Confidential
                Information
            35.
            Special
                Ethical Obligations For Employees With Public Reporting
                Responsibilities
            46.
            Continuing
                Disclosure Obligations and Accuracy of Business Records
            47.
            Protection
                and Proper Use of Company Assets
            58.
            Corporate
                Opportunities
            69.
            Fair
                Dealing
            610.
            Conflicts
                of Interest
            611.
            Gifts,
                Meals and Entertainment
            612.
            Interacting
                with the Government
            713.
            Privacy
                and Employee Relations
            814.
            Market
                Competition
            815.
            Purchasing
            816.
            Political
                Contributions
            817.
            Exports
                and Imports
            918.
            Media/Public
                Relations and Governmental Inquiries
            919.
            Response
                to Investigations or Government Inquiries
            1020.
            Document
                Retention Policy
            1021.
            Amendments
                And Waivers
            10Employee
                Certification and Agreement of Compliance
            11




1


**RFG
          Acquisition II Inc.**
 
 **Corporate
          Code of Ethics and Conduct**
 
 **1.** **General
            Policy**
 
 It
          is the
          policy of RFG Acquisition II Inc. **** (“we”,
          “us”, “our,” or the “Company”) to conduct business in compliance with all
          applicable laws, rules and regulations. Further, it is our policy to conduct
          business with integrity. We make this commitment to our customers, to our
          partners, to our shareholders, to our community, to those government agencies
          that regulate the Company, and to ourselves.
 
 Each
          Company employee, officer and director, as well as agents and contractors
          working on behalf of the Company, must work to comply with the policies
          set
          forth in this Code of Ethics and Conduct (the “Code”). All employees, officers
          and directors should review this Code and make sure that these policies
          guide
          their actions. Because of the complex and changing nature of legal requirements,
          each member of the Company must be constantly vigilant to ensure that their
          conduct complies with the Code. If any employee, officer or director becomes
          aware of an issue of legal compliance which is not adequately addressed
          in this
          Code, you should notify the Chief Financial Officer.
  The
          Company takes compliance with laws, regulations, rules and the Code seriously.
          Any violation of such will result in disciplinary action. Such action may
          include an oral or written warning, disciplinary probation, suspension,
          reduction in salary, demotion, or dismissal from employment. These disciplinary
          actions also may apply to anyone who directs or approves the employee’s improper
          actions or is aware of those actions, but does not act appropriately to
          correct
          them or fails to exercise appropriate supervision.
 
 If
          a
          question arises as to whether any action complies with the Company policies
          or
          applicable law, an employee, officer or director should present that question
          directly to the Company’s Chief Financial Officer. The Chief Financial Officer’s
          telephone number is 630-967-0025. The Chief Financial Officer may also
          be
          contacted at the following e-mail address: dmatre@rainmakerfg.com. Concerns
          about violations of any part of this Code made to the telephone number
          may be
          made anonymously. Any calls, detailed notes and/or emails will be dealt
          with
          confidentially. Simply ask your question or give any information you may
          have.
          In raising an issue, you may remain anonymous, although you are encouraged
          to
          identify yourself. Should you choose to identify yourself, your identity
          will be
          kept confidential to the extent feasible or permissible under the law.
          All
          employees, officers and directors and agents of the Company have the commitment
          of the Company and of the Company’s Board of Directors that they will be
          protected from retaliation. However, the Company reserves the right to
          discipline anyone who knowingly makes a false accusation, provides false
          information to the Company or has acted improperly. Failure to report known
          or
          suspected wrongdoing of which any member of the Company has knowledge may,
          by
          itself, subject that person to disciplinary action.
 
 This
          Code
          highlights important legal principles with which employees, officers and
          directors and agents are expected to be familiar. The fact that this Code
          does
          not specifically reference other applicable laws (some of which may be
          covered
          in other the Company policies), does not diminish their importance or
          application.
  2
 
 **2.** **Compliance
          with the Law**
 
  The
          Company seeks to comply with all applicable government laws, rules and
          regulations. We need the cooperation of all employees, officers and directors
          to
          do so and to bring lapses or violations to light. While some regulatory
          schemes
          may not carry criminal penalties, they control the licenses and certifications
          that allow the Company to conduct its business. The Company’s continued ability
          to operate depends upon your help for compliance.
  **3.** **Stocks**
 
 Because
          our stock may become a publicly traded security, certain activities of
          the
          Company are subject to certain provisions of the federal securities laws.
          These
          laws govern the dissemination or use of information about the affairs of
          the
          Company or its subsidiaries or affiliates, and other information which
          might be
          of interest to persons considering the purchase or sale of our stock. Violations
          of the federal securities laws could subject you and the Company to stiff
          criminal and civil penalties. Accordingly, the Company does not sanction
          and
          will not tolerate any conduct that risks a violation of these laws.
  **a.** **Disclosure
          of Transactions in Company’s Securities**
 
 The
          Securities and Exchange Commission (“SEC”) requires continuing disclosure of
          transactions in the Company’s publicly traded securities by the Company, its
          directors, officers, major shareholders and other affiliated persons. We
          are
          committed to complying with obligations related this disclosure.
  **b.** **Disclosure
          of Transactions in Company’s Securities**
  It
          is
          illegal for any person, either personally or on behalf of others, (i) to
          buy or
          sell securities while in possession of material nonpublic information,
          or (ii)
          to communicate (to “tip”) material nonpublic information to another person who
          trades in the securities on the basis of the information or who in turn
          passes
          the information on to someone who trades. All directors, officers, employees
          and
          temporary insiders, such as accountants and lawyers, must comply with these
          “insider trading” restrictions.
 
 **4.** **Confidential
          Information**
 
 You
          may
          be entrusted with the Company’s confidential business information. You are
          required to safeguard and use such information only for the Company’s purposes.
          Confidential information includes all non-public information that might
          be of
          use to competitors, or harmful to the Company or its customers, if disclosed.
          You are expected to maintain the confidentiality of any and all such information
          entrusted to you by the Company or our customers or partners. Examples
          of
          confidential business information include, but are not limited to: the
          Company’s
          trade secrets, business trends, product development programs, detailed
          sales and
          cost figures, new product or marketing plans, research and development
          ideas or
          information, manufacturing processes, and information about potential
          collaborations, joint ventures, acquisitions, divestitures and investments.
          Failure to observe this duty of confidentiality may compromise our competitive
          advantage over competitors and may additionally result in a violation of
          securities, antitrust or employment laws. It may also violate agreements
          providing for the protection of such confidential information the Company
          has
          entered into with third parties. You should not discuss confidential Company
          information outside the Company, even with your own family.
  3
 
 The
          business purpose of the Company is to seek the acquisition of, or merger
          with,
          an existing company. As a result, confidentiality becomes a particularly
          sensitive matter once negotiations have commenced and/or when the Company
          enters
          into a letter of intent concerning any target business. The Company’s business
          information and all related and ancillary documents contain information
          that is
          of a confidential nature which therefore must be treated in a confidential
          manner. You may not, directly or indirectly, disclose or permit affiliates
          or
          representatives to disclose any of such information to any other person
          or
          reproduce such information in whole or in part, without the prior written
          consent of the Company.
 
 At
          any
          time prior to a potential merger transaction, the lack of public trading
          does
          not in any way effect your obligation and responsibility to maintain all
          information as highly confidential. You may also possess sensitive, privileged
          information about our partners. These parties properly expect that this
          information will be kept confidential. The Company takes very seriously
          any
          violation of a partner’s confidentiality and will not tolerate such conduct.
  **5.** **Special
          Ethical Obligations for Employees with Public Reporting
          Responsibilities**
 
 We
          are
          also committed to carrying out all continuing disclosure obligations in
          a full,
          fair, accurate, timely and understandable manner. Depending on their position
          with the Company, employees, officers or directors may be called upon to
          provide
          information to assure that the Company’s public reports are complete, fair and
          understandable. The Company expects all of its personnel to take this
          responsibility very seriously and to provide prompt and accurate answers
          to
          inquiries related to the Company’s public disclosure requirements.
  Employees,
          officers and directors should promptly report to the Chief Financial Officer
          any
          conduct that the individual believes to be a violation of law or business
          ethics
          or of any provision of the Code, including any transaction or relationship
          that
          reasonably could be expected to give rise to such a conflict. Violations,
          including failures to report potential violations by others, will be viewed
          as a
          severe disciplinary matter that may result in personnel action, including
          termination of employment.
 
 **6.** **Continuing
          Disclosure Obligations and Accuracy of Business
          Records**
  In
          order
          to support all our disclosure obligations, it is our policy to record and
          report
          our factual information honestly and accurately. Failure to do so is a
          grave
          offense and will subject an individual to severe discipline by the Company,
          as
          well as possible criminal and civil penalties.
  Compliance
          with established accounting procedures, the Company’s system of internal and
          disclosure controls and generally accepted accounting principles are necessary
          at all times. In order to achieve such compliance, the Company’s records, books
          and documents must accurately reflect the transactions and provide a full
          account of the Company’s assets, liabilities, revenues and expenses. Knowingly
          entering inaccurate or fraudulent information into the Company’s accounting
          system is unacceptable and may be illegal. Any individual that has knowledge
          that an entry or process is false and material are expected to consult
          the Chief
          Financial Officer. In addition, it is the responsibility of each member
          of the
          Company to give their cooperation to the Company’s authorized internal and
          external auditors.
  4
  Every
          individual should also be aware that almost all business records of the
          Company
          may become subject to public disclosure in the course of litigation or
          governmental investigation. Records are also often obtained by outside
          parties
          or the media. Employees should therefore attempt to be as clear, concise,
          truthful and accurate as possible when recording any information. They
          must
          refrain from making legal conclusions or commenting on legal positions
          taken by
          the Company or others. They must also avoid exaggeration, colorful language,
          and
          derogatory characterizations of people and their motives. The Company will
          not
          tolerate any conduct that creates an inaccurate impression of the Company’s
          business operations.
  **7.** **Protection
          and Proper Use of Company Assets**
 
 Employees,
          officers and directors should protect the Company’s assets and ensure their
          efficient use. Theft, carelessness and waste have a direct impact on the
          Company’s profitability. All Company assets should be used for legitimate
          business purposes.
 
 **a.** **Computers,
          the Internet and Email**
 
 Everyone
          who works with the Company’s computer-based resources is responsible for their
          appropriate use and protection from theft, damage or loss. Employees should
          take
          care to understand the risks and protect and ensure that the security features
          of the computer-based resources are not compromised. Information created,
          transmitted or accessed on Company networks is Company property and the
          Company
          reserves the right to monitor or restrict access to it.
  Computer
          software used in connection with the Company’s business must be properly
          licensed and used only in accordance with that license. Using unlicensed
          software could constitute copyright infringement. If an employee has any
          questions as to whether his or her use of computer software is licensed,
          he or
          she should consult with the Company’s Chief Financial Officer.
  The
          same
          level of care should be taken when using the Company’s e-mail, internet and
          voice mail systems as is used in written documents. For example, confidential
          information about the Company should not be disclosed on electronic bulletin
          boards, in chat rooms or posted on an internet website.
  5
  **8.** **Corporate
          Opportunities**
 
 Employees,
          officers and directors are prohibited from (a) taking for yourself personally
          opportunities that you discover through the use of Company property, information
          or position, (b) using Company property, information or position for personal
          gain, and (c) competing with the Company. An employee, officer or director
          owes
          a duty to the Company to advance its legitimate interests when the opportunity
          to do so arises.
 
 **9.** **Fair
          Dealing**
 
 Employees,
          officers and directors should endeavor to deal fairly with the Company’s
          customers, partners, suppliers, competitors and employees. You should not
          take
          unfair advantage of anyone through manipulation, concealment, abuse of
          privileged information, misrepresentation of material facts, or any other
          unfair-dealing practices.
  **10.** **Conflicts
          of Interest**
 
 The
          Company employees, officers and directors should avoid all potential conflicts
          of interest or situations that give the appearance of such conflict of
          interest.
          A conflict of interest occurs when the private interest of a Company employee
          (or an immediate family or household member or someone with whom you have
          an
          intimate relationship) interferes, in any way -- or even appears to interfere
          --
          with the duties performed by the Company employee or with the interests
          of the
          Company as a whole. A conflict situation can arise when an employee, officer
          or
          director takes actions or has interests that may make it difficult to perform
          his or her work objectively and effectively. A conflict of interest may
          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 the
          Company. Loans to, or guarantees of obligations of, such persons are of
          special
          concern.
  There
          may
          be a conflict of interest between our management and our non-management
          stockholders. **** A
          conflict of interest creates the risk that management may have an incentive
          to
          act adversely to the interests of other investors. A conflict of interest
          may
          arise between our management's personal pecuniary interest and its fiduciary
          duty to our stockholders. Further, our management's own pecuniary interest
          may
          at some point compromise its fiduciary duty to our stockholders. In addition,
          the Company’s officers and directors are currently involved with other publicly
          held, non-trading companies and conflicts in the pursuit of business
          combinations with such other companies with which they and other members
          of our
          management are, and may be the future be, affiliated with may arise. Our
          officers and directors therefore should use the utmost care to ensure they
          use
          their best efforts to comply with the obligations set forth above.
 
 **11.** **Gifts,
          Meals and Entertainment**
 
 **a.** **Entertainment
          and Gifts**
 
 The
          Company recognizes that in some instances, gifts and entertainment can
          provide
          an entirely appropriate means of furthering a business relationship. However,
          no
          employee, officer or director should accept or provide gifts of more than
          $100
          in connection with their business dealings. The offer or receipt of any
          such
          gift over $100 should be reported immediately to the Chief Financial Officer.
          Normal business courtesies involving no more than ordinary amenities (such
          as
          lunch, dinner, a spectator event, or a golf game) are permitted, as are
          token
          non-cash gifts of nominal value. The guiding principle and spirit of this
          code
          is that no gift, favor or entertainment, whether a single event or a pattern
          of
          behavior, should be accepted or provided if it will obligate, or appear
          to
          obligate, the recipient. If you are uncertain about the propriety of a
          gift, you
          should contact the Chief Financial Officer for guidance.
  6
  **b.** **Relationships
          with Government Personnel**
 
 Separate
          and more stringent gift, meals, and entertainment rules apply to dealings
          with
          government officials. Federal and state anti-kickback laws prohibit the
          Company
          and its representatives from knowingly and willfully offering, paying,
          requesting, or receiving any money or other benefit, directly or indirectly,
          in
          return for obtaining or rewarding favorable treatment in connection with
          the
          award of a government contract. Any employee who becomes aware of any such
          conduct should immediately report it to the Chief Financial
          Officer.
 
 The
          anti-kickback laws must be considered whenever something of value is given
          or
          received by the Company or its representatives or affiliates that is in
          any way
          connected to work performed for the government. There are many transactions
          that
          may violate the anti-kickback rules. As a result, no one acting on behalf
          of the
          Company may offer or accept gifts, loans, rebates, services, or payment
          of any
          kind to or from government suppliers and vendors without first consulting
          the
          Chief Financial Officer.
  **c.** **Business
          Dealings in Foreign Countries**
 
 Federal
          law prohibits U.S. companies, and those acting on their behalf, from bribing
          foreign officials to obtain or retain business. Foreign officials include
          officers and employees of a foreign government or of a foreign governmental
          department or agency. Indirect payments including those to agents or third
          parties with the knowledge that at least a portion of the payment will
          be given
          to a foreign official for an illegal purpose are prohibited. The Company
          will
          not tolerate any conduct that violates this law.
 
 **12.** **Interacting
          with the Government**
 
 We
          are
          committed to being a “good corporate citizen” and the Company values its good
          relations with local, state, federal and foreign governments.
 
 The
          Company’s policy is to deal honestly and fairly with government representatives
          and agents and to comply with valid and reasonable governmental requests
          and
          processes. Be truthful and straightforward in your dealings with governmental
          representatives and do not direct or encourage another Company employee
          (or
          someone else) to provide false or misleading information to any government
          agent
          or representative. Do not direct or encourage anyone to destroy records
          relevant
          to a fact-finding process.
 
 In
          recent
          years certain foreign governments have sought to restrict opportunities
          for
          local companies to become public trading companies in the United States,
          including through the reverse merger process, which may be a manner in
          which we
          complete a business combination with such a foreign enterprise.
  7
 The
          foregoing obligations are important in the face of these additional restrictions
          and our employees, officers and directors are strongly encouraged to work
          with
          capable representatives to assist in assuring that all transactions with
          foreign
          companies fully comply with local law.
 
 **13.** **Privacy
          and Employee Relations** ****
 
 Even
          though an employee’s non-work-related activities outside of the Company are
          considered personal business, employees should always remember that they
          are a
          representative of the Company. All employees, officers and directors should
          review the Company’s policies regarding diversity, discrimination, workplace
          harassment (including sexual harassment), health and safety and related
          matters .
 
 **14.** **Market
          Competition**
 
 The
          Company is committed to complying with all state and federal antitrust
          laws. The
          purpose of the antitrust laws is to preserve the competitive free enterprise
          system. The antitrust laws in the United States are founded on the belief
          that
          the public interest is best served by vigorous competition, free from collusive
          agreements among competitors on price or service terms. The antitrust laws
          help
          preserve the country’s economic, political, and social institutions; the Company
          is firmly committed to the philosophy underlying those laws.
 
 While
          the
          antitrust laws clearly prohibit most agreements to fix prices, divide markets,
          and boycott, they also proscribe conduct that is found to restrain competition
          unreasonably. This can include, depending on the facts and circumstances
          involved, certain attempts to tie or bundle services together, certain
          exclusionary activities, and certain agreements that have the effect of
          harming
          a competitor or unlawfully raising prices. Any questions that arise in
          this area
          should be addressed to the Chief Financial Officer.
  **15.** **Purchasing**
 
 Purchasing
          decisions must be made in accordance with applicable Company policy. In
          addition, the prohibitions discussed in Section 11 of this Code, entitled
          “Gifts, Meals and Entertainment” apply to purchasing decisions made on behalf of
          the Company. Purchasing decisions must in all instances be made free from
          any
          conflicts of interest that could affect the outcome. The Company is committed
          to
          a fair and objective procurement system which results in the acquisition
          of
          quality goods and services for the Company at a fair price.
  **16.** **Political
          Contributions**
 
 The
          Company believes that our democratic form of government benefits from citizens
          who are politically active. For this reason, the Company encourages each
          of its
          employees to participate in civic and political activities in his or her
          own
          way.
 
 The
          Company’s direct political activities are, however, limited by law. Corporations
          may not make any contributions — whether direct or indirect — to candidates
          for federal office. Thus, the Company may not contribute any money or products,
          or lend the use of vehicles, equipment, or facilities, to candidates for
          federal
          office. Nor may the Company make contributions to political action committees
          that make contributions to candidates for federal office. Neither the Company,
          nor supervisory personnel within the Company, may require any employees
          to make
          any such contribution. Finally, the Company cannot reimburse its employees
          for
          any money they contribute to political candidates or campaigns.
  8
  Many
          state laws also limit the extent to which corporations and individuals
          may
          contribute to political candidates. Any question about the propriety of
          political activity or contribution should be directed to the Chief Financial
          Officer.
  **17.** **Exports
          and Imports**
 
 There
          are
          many U.S. laws governing international trade and commerce which serve to
          limit
          the export of certain products to certain countries. The Company is committed
          to
          complying with those laws. Under no circumstances will the Company make
          sales
          contrary to U.S. export laws. Because these regulations are complicated
          and
          change periodically, employees and agents seeking to make a sale to a customer
          in a foreign country must first confirm the legal trade status of that
          country.
          If an employee or agent is uncertain about whether a foreign sale complies
          with
          U.S. export laws, he or she must contact the Chief Financial Officer for
          guidance. The Company employees and agents should be aware that there are
          also
          many U.S. laws that govern the import of items into the United States.
          Among
          other things, these laws control what can be imported into the United States,
          how the articles should be marked, and the amount of duty to be paid. The
          Company complies with all U.S. import laws. If an employee or agent is
          uncertain
          about whether a transaction involving the importation of items into the
          United
          States complies with these laws, he or she must contact the Chief Financial
          Officer for guidance.
  **18.** **Media/Public
          Relations and Governmental Inquiries**
 
 When
          the
          Company provides information to the news media, securities analysts and
          stockholders, it has an obligation to do so accurately and completely.
          In order
          to ensure that the Company complies with its obligations, employees receiving
          inquiries regarding the Company’s activities, results, plans or position on
          public issues should refer the request to the Company’s Chief Executive Officer,
          Chief Financial Officer, or the designated corporate spokesperson. The
          Company
          employees may not speak publicly for the Company unless specifically authorized
          by senior management.
 
 Although
          unlikely, a government representative may seek to interview an employee
          regarding the Company’s business activities or an employee’s work at the
          Company. If an employee is contacted by a government agent or representative
          and
          asked to provide information, contact the Chief Financial Officer at
          630-967-0025.
 
 Occasionally,
          someone will arrive unexpectedly or a government representative may seek
          to
          inspect Company property. If this happens, an employee should immediately
          notify
          the Chief Financial Officer at 630-967-0025.
  9
  **19.** **Response
          to Investigations or Government Inquiries**
 
 Numerous
          state and federal agencies have broad legal authority to investigate the
          Company
          and review its records. The Company will comply with subpoenas and respond
          to
          governmental investigations as required by law. The Chief Financial Officer
          is
          responsible for coordinating the Company’s response to investigations and the
          release of any information.
 
 If
          an
          employee or officer receives an investigative demand, subpoena, or search
          warrant involving the Company, it should be brought immediately to the
          Chief
          Financial Officer. No documents should be released or copied without
          authorization from the Chief Financial Officer. If an investigator, agent
          or
          government auditor comes to the Company’s corporate headquarters, the Chief
          Executive Officer should be contacted immediately. In the absence of the
          Chief
          Executive Officer, contact the Company’s Chief Financial Officer. Ask the
          investigator to wait until the contacted individual arrives before reviewing
          any
          documents or conducting any interviews. The Chief Financial Officer is
          responsible for assisting with any interviews. If the Company’s employees are
          approached by government investigators and agents while they are away from
          the
          Company’s premises and asked to discuss Company affairs, the employee has the
          right to insist on being interviewed during business hours with a supervisor
          or
          counsel present. Alternatively, any employee may choose to be interviewed
          or not
          to be interviewed at all. The Company recognizes the choice of how to proceed
          in
          these circumstances is left entirely to the employee. If an employee chooses
          to
          speak with government personnel, it is essential that the employee be truthful.
          Questions may be directed to the Chief Financial Officer.
 
 The
          Company employees are not permitted to alter, remove, or destroy documents
          or
          records of the Company except in accordance with regular document retention
          and
          destruction practices.
 
 **20.** **Document
          Retention Policy**
 
 The
          Company has a document retention policy in place to provide reasonable
          and
          consistent standards and procedures for the retention and disposal of accounting
          and financial documents and that provide a routine business practice of
          maintaining records for a predetermined period of time.
 
 **21.** **Amendments
          and Waivers**
 
 This
          Code
          applies to all the Company employees, officers and directors and will be
          distributed to each new employee, officer and director upon commencement
          of his
          or her employment or other relationship with the Company. The Company reserves
          the right to amend, alter or terminate this Code at any time for any reason.
          There shall be no substantive amendment or waiver of any part of the Code
          affecting the directors, senior financial officers, or executive officers,
          except by a vote of the Board of Directors, which will ascertain whether
          an
          amendment or waiver is appropriate and ensure that the amendment or waiver
          is
          accompanied by appropriate controls designed to protect the Company.
 
 In
          the
          event that any substantive amendment is made or any waiver is granted,
          the
          waiver will disclosed as required by law or regulations of the NASDAQ National
          Market.
 
 This
          document is not an employment contract between the Company and any of its
          employees, officers or directors.
  10
  **EMPLOYEE
          CERTIFICATION AND AGREEMENT OF COMPLIANCE**
 
 I
          certify
          that I have read the Company’s “Corporate Code of Ethics and Conduct” (the
“Code”) and fully understand the obligations set forth in that
          document.
 
 The
          Code
          includes a statement of the Company’s policies, which are designed to ensure
          that the Company and its employees conduct the Company’s business in compliance
          with all federal and state laws governing its operations and the conduct
          is
          consistent with the highest standards of business and professional ethics.
 
 I
          understand that the Code obligates all employees to carry out their duties
          for
          the Company in accordance with these policies and with applicable laws.
          I
          further understand that any violation of these policies or applicable laws,
          or
          any deviation from appropriate ethical standards, will subject an employee
          to
          disciplinary action. Indeed, I understand that even a failure to report
          such a
          violation or deviation may, by itself, subject an employee to disciplinary
          action.
 
 I
          am also
          aware that in the event that I have any question about whether an action
          complies with the Company’s policies or applicable law, I should present that
          question to my supervisor or, if appropriate, directly to the Company’s Chief
          Financial Officer.
 
 With
          these understandings of my obligations, I agree to act in accordance with
          the
          Company policies set forth in the Code. Having read the Code, I am not
          currently
          aware of any matter that should be brought to the attention of the Chief
          Financial Officer as a violation or suspected violation of this
          Code.
 
 Signed:
                  ______________________________Print
                      Name:
                  ______________________________Date:
                  ______________________________
  11