NEWAVE, INC.

                      CORPORATE  CODE  OF  CONDUCT  AND  ETHICS

                                    FOREWORD

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

      If any breach of the Code is known to you, you should report violations to
the  Corporate  Compliance Officer (who is our General Counsel) or to any member
of  the  Compliance Committee, as described in more detail below. Reports may be
made anonymously and we have adopted a specific non-retaliation policy described
herein  to  protect  associates  who  make  reports  of  potential  violations.

      While  it is impossible for this Code to describe every situation that may
arise,  the  standards  explained in this Code are guidelines that should govern
our  conduct.  If you have questions regarding the matters that are addressed in
the  Code,  you  are  urged  to consult with the Corporate Compliance Officer, a
member  of  the  Compliance  Committee,  or  another  member  of  management.

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


                                        i
<PAGE>

                                Table  of  Contents

                                                                            Page

 I.     IMPLEMENTATION  OF  THE  CODE1
 II.    GENERAL  REQUIREMENTS1
 III.   CONFLICTS  OF  INTEREST2
 IV.    PROTECTION  AND  PROPER  USE  OF  COMPANY  ASSETS3
   A.          Proper  Use  of  Company  Property3
   B.          Confidential  Information4
   C.          Accurate  Records  and  Reporting4
   D.          Document  Retention5
   E.          Corporate  Advances6
 V.     FAIR  DEALING  WITH  CUSTOMERS, SUPPLIERS, COMPETITORS, AND ASSOCIATES6
   A.          Improper  Influence6
   B.          Unfair  Competition6
   C.          Unfair  Practices  in  International  Business7
 VI.    COMPLIANCE  WITH  LAWS,  RULES  AND  REGULATIONS7
   A.          Insider  Trading  Policy7
   B.          Regulation  FD8
   C.          Equal  Employment  Opportunity8
   D.          Sexual  and  Other  Unlawful  Harassment  Policy9
   E.          Health,  Safety  &  Environment  Laws9
 VII.   REPORTING  CONCERNS  UNDER  THE  CODE:  NON-RETALIATION  POLICY10
 VIII.  QUESTIONS  UNDER  THE  CODE  AND  WAIVER  PROCEDURES11
 IX.    FREQUENTLY  ASKED  QUESTIONS  AND  ANSWERS12



<PAGE>

I.  IMPLEMENTATION  OF  THE  CODE

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

Q:  Who  is  responsible  for  administering,  updating  and enforcing the Code?

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

Q:  How  can  I  contact  the  Corporate  Compliance  Officer and the Compliance
Committee?

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

--------------------------------------------------------------------------------
Amy  Trombly           (617)  243-0850
General  Counsel  and
Corporate  Compliance  Officer                     amy@tromblybusiness  law.com
--------------------------------------------------------------------------------
Michael  Novielli                       (203)  791-3838
Chairman  of  the  Board
Compliance  Committee  Member                      mnovielli@newave-inc.com
--------------------------------------------------------------------------------
Barrett  Evans                       (562)983-0660  ext  204
Board  Member
Compliance  Committee  Member                      bevans@newave-inc.com

II.  GENERAL  REQUIREMENTS

      Each  associate  of  the  company is expected to be honest in all business
dealings  and  obligations,  and  to  try  to  ensure:

      o     the  ethical  handling of conflicts of interest between personal and
            professional  relationships;

      o     accurate,  timely  and  understandable  disclosure  in  the  reports
            required to be filed by the company with the Securities and Exchange
            Commission  and  in other public communications made by the company;
            and

      o     compliance with applicable governmental laws, rules and regulations.

III.  CONFLICTS  OF  INTEREST

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

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

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

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

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

      o     No associate shall divert a business opportunity from the company to
            such  individual's  own benefit. If an associate becomes aware of an
            opportunity  to  acquire  or  profit  from a business opportunity or
            investment  in  which  the  company  is or may become involved or in
            which  the  company  may  have  an  existing interest, the associate
            should  disclose  the  relevant  facts  to  the Corporate Compliance
            Officer  or  a member of the Compliance Committee. The associate may
            proceed to take advantage of such opportunity only if the company is
            unwilling  or  unable  to  take  advantage  of  such  opportunity as
            notified  in  writing  by  the  Compliance  Committee.

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

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

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

IV.  PROTECTION  AND  PROPER  USE  OF  COMPANY  ASSETS

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

      A.  Proper  Use  of  Company  Property

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

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

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

      B.  Confidential  Information

      The company provides its associates with confidential information relating
to  the company and its business with the understanding that such information is
to be held in confidence and not communicated to anyone who is not authorized to
see  it,  except  as  may be required by law. The types of information that each
associate  should  safeguard  include  (but  are  not  limited  to):

      o     account  balances,
      o     customer  finances  and  credit,
      o     anticipated  changes  in  management,
      o     patents,
      o     new  products  under  development,
      o     compensation  data,
      o     customer  lists,
      o     customer  preferences,
      o     company  financial  information,
      o     marketing  strategies,
      o     new  materials  research,
      o     pending  projects  and  proposals,  and
      o     all  other  sensitive  information  regarding  company  affairs.

      These  are  costly, valuable resources developed for the exclusive benefit
of  the  company.  Each  associate is reminded to review the terms of his or her
"Confidentiality,  Inventions  and  Non-Solicitation  Agreement"  which  each
associate  of  the  company  was  required  to sign as a condition of his or her
employment  or  engagement  by  the  company.

      C.  Accurate  Records  and  Reporting

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


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

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

      D.  Document  Retention

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

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

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

      E.  Corporate  Advances

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

      Company  credit  cards  are  to  be  used  only for authorized, legitimate
business purposes. An associate will be responsible for any unauthorized charges
to  a  company  credit  card.

V.  FAIR  DEALING  WITH  CUSTOMERS,  SUPPLIERS,  COMPETITORS,  AND  ASSOCIATES

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

      A.  Improper  Influence

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

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

      2.    The  accepting  of gifts, entertainment, or any other personal favor
            or  preferment  from  anyone  with  whom  the  company  is likely to
            have any business dealings in the future, other than a Holiday gift,
is     forbidden,  when  for  the  benefit  of  the  Company.

      If  a  situation should arise in which you are unable to discern whether a
course  of  conduct  would  violate  these rules, please contact a member of the
Compliance  Committee  to  discuss  the  situation  in  advance of any course of
action.

      B.  Unfair  Practices  in  International  Business

      Under  the  Foreign  Corrupt  Practices  Act  ("FCPA"),  associates of the
company  are prohibited from making certain gifts to foreign officials. "Foreign
officials"  include not only persons acting in an official capacity on behalf of
a  foreign  government,  agency,  department  or  instrumentality,  but  also
representatives  of  international  organizations, foreign political parties and
candidates for foreign public office. The gift is "corrupt" under the FCPA if it
is  made  for  the  purpose  of:

      o     Influencing  any  act  or  decision  of  a  foreign  official in his
            official  capacity;

      o     Inducing a foreign official to do or omit to do any act in violation
            of  his  lawful  duty;

      o     Inducing  a  foreign  official  to  use  his  position to affect any
            decision  of  the  government;  or

      o     Inducing  a  foreign  official  to  secure any "improper advantage."

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

VI.  COMPLIANCE  WITH  LAWS,  RULES  AND  REGULATIONS

      A.  Insider  Trading  Policy

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

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

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

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

      B.  Regulation  FD

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

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

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

      C.  Equal  Employment  Opportunity

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

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

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

      D.  Sexual  and  Other  Unlawful  Harassment  Policy

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

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

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

      E.  Health,  Safety  &  Environment  Laws

      Health,  safety, and environmental responsibilities are fundamental to the
company's  values.  Associates  are  responsible  for  ensuring that the company
complies  with  all  provisions of the health, safety, and environmental laws of
the  United  States  and  of  other  countries  where the company does business.

      The  penalties  that can be imposed against the company and its associates
for  failure  to  comply  with  health,  safety,  and  environmental laws can be
substantial,  and  include  imprisonment  and  fines.


VII.  REPORTING  CONCERNS  UNDER  THE  CODE:  NON-RETALIATION  POLICY

      Reporting  Concerns/Receiving  Advice

      Communication  Channels

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

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

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

      o     In  writing  (which may be done anonymously as set forth below under
            "Reporting;  Anonymity;  Retaliation"),  addressed to the Compliance
            Officer  ,  either  by  facsimile  to
            309-406-1426  or  by  U.S.  mail  to  80  Dorcar  Rd,  Newton, MA or

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

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

      o     in  writing  to:  NeWave,  Inc.404  East  1st  Street  #1345
Long  Beach,  CA  90802
-----------------------

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

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

      Reporting;  Anonymity;  Retaliation

      When  reporting suspected violations of the Code, the Company prefers that
officers  and employees identify themselves in order to facilitate the Company's
ability  to  take  appropriate steps to address the report, including conducting
any  appropriate  investigation.  However, the Company also recognizes that some
people  may  feel  more comfortable reporting a suspected violation anonymously.

      If an officer or employee wishes to remain anonymous, he or she may do so,
and  the  Company  will use reasonable efforts to protect the confidentiality of
the  reporting  person  subject  to applicable law, rule or regulation or to any
applicable  legal  proceedings.  In  the  event  the report is made anonymously,
however,  the  Company  may  not  have  sufficient  information  to look into or
otherwise investigate or evaluate the allegations. Accordingly, persons who make
reports  anonymously should provide as much detail as is reasonably necessary to
permit  the  Company to evaluate the matter(s) set forth in the anonymous report
and,  if  appropriate,  commence  and  conduct  an  appropriate  investigation.

      No  Retaliation

      The  Company  expressly  forbids  any  retaliation  against any officer or
employee who, acting in good faith, reports suspected misconduct. Any person who
participates  in  any  such  retaliation  is  subject  to  disciplinary  action,
including  termination.

VIII.  QUESTIONS  UNDER  THE  CODE  AND  WAIVER  PROCEDURES

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

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



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

IX.  FREQUENTLY  ASKED  QUESTIONS  AND  ANSWERS

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

      Q:  Do  I  have  a  duty  to  report  violations  under  the  Code?

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

      Q: I'm afraid of being fired for raising questions or reporting violations
under  the  Code.  Will  I  be  risking  my  job  if  I  do?

      A:  The  Code contains a clear non-retaliation policy, meaning that if you
in  good  faith  report  a  violation  of the Code by the company, or its agents
acting  on behalf of the company, to the Corporate Compliance Officer or another
member  of  the  Compliance Committee, the company will undertake to protect you
from  being  fired,  demoted,  reprimanded or otherwise harmed for reporting the
violation,  even  if  the  violation  involves  you,  your supervisor, or senior
management of the company. You are entitled to make the report on a confidential
and  anonymous  basis.  To  the  extent  an investigation must be initiated, the
company  will  keep confidential any report you make to the Corporate Compliance
Officer  or another member of the Compliance Committee to the extent required by
applicable  law.

      In  addition, if you report a suspected violation under the Code which you
reasonably  believe constitutes a violation of a federal statute by the company,
or  its  agents  acting on behalf of the company, to a federal regulatory or law
enforcement  agency, you may not be reprimanded, discharged, demoted, suspended,
threatened,  harassed  or  in  any manner discriminated against in the terms and
conditions  of your employment for reporting the suspected violation, regardless
of  whether  the  suspected  violation  involves  you, your supervisor or senior
management  of  the  company.

      Q:  How  are  suspected  violations  investigated  under  the  Code?

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

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

      If  the  allegation is substantiated, the Compliance Committee will make a
judgment  as  to  the  degree  of  severity of the violation and the appropriate
disciplinary  response. In more severe cases, the Compliance Committee will make
a  recommendation to the Board of Directors of the company for its approval. The
Board's  decision as to disciplinary and corrective action will be final. In the
case  of  less severe violations, the Corporate Compliance Officer may refer the
violation to the Human Resources Department for appropriate disciplinary action.

      The Compliance Committee shall provide a summary of all matters considered
under  the Code to the Board of Directors or a committee thereof at each regular
meeting  thereof,  or  sooner  if  warranted  by  the  severity  of  the matter.

      Q:  Do  I  have  to  participate  in  any  investigation  under  the Code?

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

      Q:  What  are  the  consequences  of  violating  the  Code?

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

      Q:  What  if  I  have  questions under the Code or want to obtain a waiver
under  any  provision  of  the  Code?

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