EXHIBIT 14.1

                                   GENUS, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS


     I.     INTRODUCTION

     This Code of Business Conduct and Ethics helps ensure compliance with legal
requirements and our standards of business conduct.  All Company 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 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.

     COMPLIANCE IS EVERYONE'S BUSINESS

     Ethical business conduct is critical to our business.  As an 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.  If you believe that, based on the nature of the suspected
improprieties and the persons you believe to be involved, reporting violations
to the Human Resources Department or the Legal Department would be ineffective,
you may report such


<PAGE>
violations to the any member of the Audit Committee of the Board of Directors.
You must cooperate in any internal or external investigations of possible
violations.  You should know that 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.

     Violations of law, this Code of Business Conduct and Ethics or other
Company policies or procedures by Company 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 Human Resources Department.

     II.     YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS

          A.     General Standards of Conduct

     The Company expects all employees, agents and contractors to exercise good
judgment to ensure the safety and welfare of employees, agents and contractors
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.  Employees, agents or contractors 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 employees, agents and contractors must comply with all
applicable laws, regulations, rules and regulatory orders.  Company 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 employee, agent and contractor 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 Human
Resources Department on specific Company policies


-2-
<PAGE>
and procedures.  Violations of laws, regulations, rules and orders may subject
the employee, agent or contractor 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.  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
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 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 Chief Executive Officer 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, developer 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.


-3-
<PAGE>
               (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 these 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 material related party
transactions under applicable accounting rules, Federal securities laws, 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.

     The Company discourages the employment of relatives and significant others
in positions or assignments within the same department and prohibits the
employment of these 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.

               (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 product architectures; source codes; product
plans and road maps; names and lists of customers, dealers, 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
employee, agent and contractor must safeguard it.  THIS RESPONSIBILITY INCLUDES
NOT


-4-
<PAGE>
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 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 Section III.I of 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 Section IV.D of 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 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 Company's outside counsel 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 outside counsel.  In addition, all Company materials that contain
Company confidential information, including presentations, must be reviewed and
approved by the Company's outside counsel 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 outside counsel 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 employees, agents and contractors 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 outside counsel.  No
financial information may be disclosed without the prior approval of the Chief
Financial Officer.


-5-
<PAGE>
               (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.  The
Company has designated its CEO and CFO as official Company spokespeople for
financial, marketing, technical and other such matters.  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, employees, agents, contractors
and consultants 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.

     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 outside counsel 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, executive officers and certain designated employees who, as a
consequence of their position with the Company, are more likely to be exposed to
material nonpublic information about the Company.  These directors, executive
officers and employees generally may not trade in Company securities during the
blackout period.


-6-
<PAGE>
     For more details, and to determine if you are restricted from trading
during trading blackout periods, you should contact the Company's SEC Compliance
Officer.  You should take a few minutes to read the Company's [Insider Trading
Compliance Program] carefully, paying particular attention to the specific
policies and the potential criminal and civil liability and/or disciplinary
action for insider trading violations.  Employees, agents and contractors of the
Company who violate this Policy are also be 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.

          G.     Prohibition Against Short Selling of Company Stock

     No Company director, officer or other employee, agent or contractor 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, agent or contractor 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
employees who are not executive officers or directors are not prohibited by law
from engaging in short sales of the Company's 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 employee, agent and contractor.  Care should
be taken to ensure that assets are not misappropriated, loaned to others, or
sold or donated, without appropriate authorization.  All Company employees,
agents and contractors are responsible for the proper use of Company assets, and
must safeguard such assets against loss, damage, misuse or theft.  Employees,
agents or contractors 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.  Employees, agents and
contractors may not use Company assets for personal use, nor may they allow any
other person to use Company assets.  Employees who have any questions regarding
this policy should bring them 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


-7-
<PAGE>
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 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 employee, agent and contractor must take reasonable steps to
ensure that the Company receives good value for Company funds spent, and must
maintain accurate and timely records of every expenditure.  Expense reports must
be accurate and submitted in a timely manner.  Company employees, agents and
contractors must not use Company funds for any personal purpose.

               (iv)     Computers and Other Equipment.  The Company strives to
furnish employees with the equipment necessary to efficiently and effectively do
their jobs.  You must care for that equipment and to 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 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.

     Employees, agents and contractors 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 employees, agents, contractors, or representatives, at any time,
either with or without an employee's or third party's knowledge, consent or
approval.

               (v)     Software.  All software used by 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
and the Company to potential civil and criminal liability.  In addition, use of
illegal or unauthorized copies of software may subject the 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 employees utilize electronic communication devices in a legal,
ethical, and appropriate manner.


-8-
<PAGE>
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 CFO is prohibited.  Any other form of
electronic communication used by 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.  Employees are therefore encouraged to use sound judgment whenever
using any feature of our communications systems.

          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.  The Company is required by local, state, federal, foreign
and other applicable laws, rules and regulations to retain certain records and
to follow specific guidelines in managing these records.  Civil and criminal
penalties for failure to comply with such guidelines can be severe for
employees, agents, contractors and the Company, and failure to comply with such
guidelines may subject the employee, agent or contractor to disciplinary action,
up to and including termination of employment or business relationship at the
Company's sole discretion.

          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 Chief Executive Officer and Chief
Financial Officer determine and identify what types of Company records or
documents are required to be placed under a legal hold.  Every Company employee,
agent and contractor must comply with this policy.  Failure to comply with this
policy may subject the employee, agent or contractor to disciplinary action, up
to and including termination of employment or business relationship at the
Company's sole discretion.

     The Company's management 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 management.
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
management.  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 your
supervisor.


-9-
<PAGE>
          K.     Payment Practices

               (i)     Accounting Practices.  The Company's responsibilities to
its shareholders 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.  Finally, no
"side letters" or other understandings, oral or written, that deviate from
express contractual terms or the Company's approved practices, policies and
procedures may be entered into unless the terms of such letters or
understandings are approved by the Chief Financial Officer.

               (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 Board of Directors.

               (iii)     Prohibition of Inducements.  Under no circumstances may
employees, agents or contractors 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.

          L.     Foreign Corrupt Practices Act

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

     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.

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


-10-
<PAGE>
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 Section III.I of 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 management.

          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
Company's outside counsel 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.

     III.     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, agents and contractors must act to
preserve and enhance our reputation.

          B.     Payments or Gifts from Others

     Under no circumstances may employees, agents or contractors 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


-11-
<PAGE>
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.

     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 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
Company's outside counsel.

          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
Section III.I of 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 COMPANY'S OUTSIDE COUNSEL
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


-12-
<PAGE>
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 employee, agent
and contractor involved in a potential business relationship with a third party
must understand 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 management 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 employee, agent or contractor 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.


-13-
<PAGE>
          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
outside counsel.

          G.     Lobbying

     Employees, agents or contractors 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 Board of Directors.  Activity
covered by this policy includes meetings with legislators or members of their
staffs or with 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 management 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, agents or
contractors 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


-14-
<PAGE>
when the association has been properly established, has a legitimate purpose,
and has limited its activities to that purpose.

     No employee, agent or contractor 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 management 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 outside counsel early on when questionable
situations arise.

          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 employees, agents and
contractors 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.

     IV.     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, agent or contractor must be approved in writing by
the Company's Chief Executive Officer.

     V.     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


-15-
<PAGE>
Company's ability to conduct its business in accordance with its stated values.
We expect all of our employees, agents, contractors and consultants to adhere to
these rules in carrying out their duties for the Company.

     The Company will take appropriate action against any employee, agent,
contractor or consultant 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.  You should
review the Company's policies and procedures for more detailed information.


-16-
<PAGE>
     VI.     ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

     I have received and read the Company's Code of Business Conduct and Ethics.
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 or
the Human Resources Department, knowing that my questions or reports to these
sources will be maintained in confidence.


-------------------------------
Employee Name

-------------------------------
Signature

-------------------------------
Date


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


-17-
<PAGE>