EXHIBIT 14.1

                               NATIONAL COAL CORP.
                             CODE OF ETHICAL CONDUCT

         National Coal Corp.  (the  "COMPANY")  is committed to  conducting  its
business  on a  high  ethical  plane  based  on  honesty,  integrity,  and  fair
commercial  competition.  This Code of Ethical  Conduct (this "CODE") applies to
all directors,  officers and employees  (with all three groups being referred to
as "EMPLOYEES") of the Company and is intended to provide a clear  understanding
of the  ethical  principles  of  business  conduct  expected  of each  employee.
Compliance  with these  standards is vital to the integrity  and continued  well
being of our business and our employees.

         Our code is  designed to embody  rules  regarding  individual  and peer
responsibilities,  as  well as  responsibilities  to our  employees,  customers,
suppliers,  stockholders,  the public and other  stakeholders,  and includes our
goals in  furthering:

         1.       Honest and ethical conduct,  including the ethical handling of
                  actual or apparent  conflicts of interest between personal and
                  professional relationships;

         2.       The avoidance of conflicts of interest,  including  disclosure
                  to an appropriate person or persons identified in this Code of
                  any material transaction or relationship that reasonably could
                  be expected to give rise to such a conflict;

         3.       Full, fair, accurate, timely, and understandable disclosure in
                  reports and documents  that the Company files with, or submits
                  to, the Securities and Exchange Commission and in other public
                  communications made by the Company;

         4.       Compliance  with  applicable   governmental  laws,  rules  and
                  regulations;

         5.       The prompt  internal  reporting  to an  appropriate  person or
                  persons of any violations of the Code; and

         6.       Accountability for adherence to the Code.

         Today,  all corporations are under high levels of scrutiny and are held
 to  increasingly  higher levels of  accountability.  As a result,  the Board of
 Directors has reaffirmed its strong commitment that Company business  practices
 be conducted in accordance with the highest  professional,  ethical,  legal and
 moral standards.

         We believe that long-term, trusting business relationships are built by
being  honest,  open and fair.  We promise to uphold  the  highest  professional
standards in all global business operations. We also expect that those with whom
we do business  (including  suppliers,  customers or re-sellers)  will adhere to
this Code. Outstanding employees are key to our success. Everyone is part of the
company team, and each of us deserves to be treated with dignity and respect. In
addition,  every employee is responsible for his/her own conduct. No one has the
authority to make another employee violate this


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Code, and any attempt to direct or otherwise  influence someone else to commit a
violation is  unacceptable.  Managers,  in particular,  set an example for other
employees and are often  responsible  for  directing  the actions of others.  We
require all employees,  including managers, to know and understand this Code, as
it applies  personally  to the  employee or manager  and to those under  his/her
supervision.  The fundamental principle that underlies the way we do business is
good judgment.  An  understanding of our legal and ethical  parameters  enhances
that judgment.  We have a responsibility to pay constant  attention to all legal
boundaries and to comply with all applicable  laws and regulations in all of our
operations.  We have  the  same  obligation  to the  communities  in which we do
business  and to the  customers  with whom we do  business.  For everyone at the
Company, this means following the spirit of the law and doing the right, ethical
thing even when the law is not specific.

         This Code outlines the broad  principles of legal and ethical  business
 conduct embraced by the Company.  It is not a complete list of legal or ethical
 questions an employee might face in the course of business, and therefore, this
 code must be applied using common sense and good judgment.  Although we realize
 that no two  situations  are alike,  we aim for  consistency  and balance  when
 encountering  any ethical  issues.  It is essential that we all keep an eye out
 for possible infringements of our business ethics - whether these infringements
 occur in dealings with the government or the private  sector,  and whether they
 occur because of oversight or intention. Employees who have questions regarding
 business conduct or possible violations should promptly contact their immediate
 supervisor,    or   the   Company's   General   Counsel,   Charles   Kite,   at
 ckite@nationalcoal.com. You may also contact the Board of Directors at:

o        [board]@nationalcoal.com, or
o        if  you  are  concerned  about  maintaining  anonymity,  you  may  send
         correspondence   to  the  following  outside  private  mail  box  on  a
         confidential and anonymous basis at Stubbs,  Alderton & Markiles,  LLP,
         15821 Ventura  Boulevard,  Suite 525, Encino,  CA 91436,  Attn: John J.
         McIlvery, Esq.

     It is against the Company policy to retaliate against any employee for good
 faith  reporting of violations of this Code,  and the Company will not tolerate
 any such retaliation.

     Please  read this Code  carefully.  We are  confident  that each of us will
comply with this Code and thereby help maintain our  reputation  for the highest
standards  of business  integrity.  However,  please note that those who violate
this Code will be subject to disciplinary action, up to an including termination
of employment.


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OVERALL ETHICAL CONDUCT

BUSINESS ETHICS

         It is essential that we all keep an eye out for possible  infringements
of the Company's business ethics - whether these infringements occur in dealings
with the  government  or the private  sector,  and whether they occur because of
oversight  or  intention.  Company  employees  who have  knowledge  of  possible
violations should notify the Company's  General Counsel.  To assist employees in
the day-to-day  protection of our business ethics, we've compiled a list of some
areas where breaches may occur:

         o        Improper or excessive payments of any of the following:

                  o        Employee bonuses or compensation agreements
                  o        Consulting fees
                  o        Director & officer payments
                  o        Miscellaneous expenses
                  o        Insurance premiums
                  o        Nondeductible expenses
                  o        Employee loans
                  o        Public relations fees
                  o        Legal fees
                  o        Commissions
                  o        Other professional fees
                  o        Expense reports

         o        Questionable payments to agents, consultants, or professionals
                  whose backgrounds have not been adequately  investigated,  who
                  do not have  signed  contracts  or letters of  engagement,  or
                  whose  association  with the Company would be  embarrassing if
                  exposed;

         o        Payroll-related  expenditures,  bonuses,  awards, and non-cash
                  gifts  given to or by the  Company  employees  without  proper
                  approval and adequate documentation;

         o        Payments  made in cash or  checks  drawn to Cash or  Bearer or
                  bank accounts/property titles not in the Company's name;

         o        Transfers to or deposits in the bank account of an individual,
                  rather than in the  account of the  company  with which we are
                  doing business;

         o        Billings  made higher or lower than normal prices for fees, at
                  a customer's request;

         o        Payments  made for any purpose  other than that  described  in
                  supporting documents;


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         o        Payments  made to employees  of customers or agencies  through
                  intermediary persons or organizations, or that seem to deviate
                  from normal business transactions;

         o        Any large,  abnormal,  unexplained,  or individually  approved
                  contracts,  or expenditures  made without review of supporting
                  documentation;

         o        Unusual transactions  occurring with nonfunctional,  inactive,
                  or shell  subsidiaries or undisclosed or unrecorded  assets or
                  liabilities;

         o        Use of unethical or questionable means to obtain  information,
                  including    information   about   competitors,    information
                  concerning  government  acquisition  plans, or any procurement
                  decision or action;

         o        An employment,  consulting, or business relationship between a
                  Company employee and another  company,  especially in the same
                  or related business; and

         o        Frequent  trading (buying and selling over short intervals) in
                  Company  stock or the  stock  of a  company  with  which we do
                  business.

         These are examples of possible  infringements  that  Company  employees
need to avoid.  Employees  should feel free to discuss any  concerns  about this
policy with the Company's General Counsel.

CONFLICTS OF INTEREST

         Employees are expected to make or participate in business decisions and
actions in the course of their  employment  with the  Company  based on the best
interests of the company as a whole, and not based on personal  relationships or
benefits.  Conflicts  of interest can  compromise  employees'  business  ethics.
Employees  are expected to apply sound  judgment to avoid  conflicts of interest
that could  negatively  affect the Company or its  business.  At the Company,  a
conflict of interest is any activity that is inconsistent with or opposed to the
Company's interests, or gives the appearance of impropriety.

         Employees should avoid any relationship  that would cause a conflict of
interest with their duties and  responsibilities  at the Company.  Employees are
expected to  disclose to us any  situations  that may involve  inappropriate  or
improper  conflicts of interests  affecting them  personally or affecting  other
employees  or those with whom we do  business.  Waivers of conflicts of interest
involving  executive  officers require the approval of the Board of Directors or
an appropriate  committee.  and will be promptly disclosed as required by law or
stock exchange regulation.

         Members  of  the   Company's   Board  of   Directors   have  a  special
responsibility  because our Directors are prominent individuals with substantial
other responsibilities.  To avoid conflicts of interest,  Directors are expected
to disclose to their fellow Directors


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any personal interest they may have in a transaction upon which the Board passes
and to recuse themselves from  participation in any decision in which there is a
conflict between their personal interests and the interest of the Company.

         Set  forth  below is  specific  guidance  for some  areas of  potential
conflicts of interest that require special attention. It is not possible to list
all  conflicts  of  interest.  These are  examples of the types of  conflicts of
interest that the Company employees are expected to avoid. Ultimately,  it's the
responsibility of each individual to avoid any situation that could appear to be
a conflict of interest.  Employees are urged to discuss any potential  conflicts
of interest with __________ the Company's General Counsel.

INTEREST IN OTHER  BUSINESSES.  Company employees and members of their immediate
families  must avoid any direct or indirect  financial  relationship  with other
business  that could cause  divided  loyalty.  Company  employees  must  receive
written  permission from the Company before beginning any employment,  business,
or consulting  relationship with another company.  This doesn't mean that family
members are precluded  from being  employed by one of the  Company's  customers,
competitors,  or suppliers.  However,  Company  employees must avoid  conducting
Company  business with members of their families - or others with whom they have
a significant personal  relationship - unless they have prior written permission
from the Company.

OUTSIDE  DIRECTORSHIPS.  The Company  encourages  its  employees to be active in
industry and civic associations, including membership in other companies' Boards
of  Directors.  Employees  who  serve  on  outside  boards  of a  profit  making
organization are required, prior to acceptance,  to obtain written approval from
the Audit  Committee.  As a rule,  employees  may not  accept a  position  as an
outside   director  of  any  current  or  likely   competitor  of  the  Company.
Furthermore,  in the  absence  of an  overriding  benefit to the  Company  and a
procedure to avoid any financial  conflict (such as refusal of compensation  and
recusal from involvement in the other company's  relationship with the Company),
approval is likely to be denied where the Company  employee  either  directly or
through  people in his or her chain of command has  responsibility  to affect or
implement the Company's business  relationship with the other company.  Approval
of  a  position  as  a  director  of a  company  that  supports  or  promotes  a
competitor's products or services is also likely to be denied.

         If the committee approves an outside  directorship,  employees may keep
compensation  earned from that directorship  unless the terms of the committee's
approval state otherwise. Generally, however, employees may not receive any form
of compensation  (including  stock options,  IPO stock or cash) for service on a
board of  directors of a company if the service is at the request of the Company
or in connection with the Company's investment in, or a significant relationship
exists  with,  that  company  and the  directorship  is as a  consequence  or in
connection  with that  relationship.  Any  company  that is a vendor,  supplier,
partner or  customer  of the  Company  has a  "relationship"  with the  Company.
"Significant"  is broadly defined to include a sole-source  vendor/supplier,  or
one in which the Company is responsible for generating five


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percent or more of the outside company's revenues. When membership on a Board of
Directors is other than at the Company's request, and even if no compensation is
received, a potential for conflict of interest exists, and therefore the Company
employee  is  expected to recuse  him- or herself  from any  involvement  in the
Company's relationship with that outside company. It is therefore important that
Company  employees  recognize that their membership  should be an opportunity to
provide  expertise and to broaden their own  experience,  but they should not be
put in a position  where the other  company  expects to use the  person's  board
membership as a way to get access or to influence Company decisions.

         The Company may at any time rescind prior approvals in order to avoid a
conflict or  appearance of a conflict of interest for any reason deemed to be in
the best interests of the Company.  In addition,  the Company will  periodically
conduct an inquiry of employees to determine  the status of their  membership on
outside boards.

INVESTMENTS  IN  PUBLIC  COMPANIES.  Passive  investments  of not more  than one
percent  of total  outstanding  shares  of  companies  listed on a  national  or
international securities exchange, or quoted daily by NASDAQ or any other board,
are permitted without the Company's approval - provided the investment is not so
large  financially  either in absolute dollars or percentage of the individual's
total  investment  portfolio  that it creates  the  appearance  of a conflict of
interest.  Any such investment must not involve the use of confidential "inside"
or proprietary  information,  such as confidential  information  that might have
been learned about the other  company on account of the  Company's  relationship
with the other company.  Investments in diversified publicly traded mutual funds
are not deemed  subject  to these  conflict  of  interest  guidelines,  provided
confidentiality  requirements  are observed.

INVESTMENTS  IN PRIVATE  COMPANIES.  Company  employees will  occasionally  find
themselves in a position to invest in the Company's partners or customers. It is
imperative  that  employees  presented  with such  opportunities  understand the
potential  conflict of interest that may occur in these  circumstances.  Company
employees must always serve our stockholders first. Investing in other companies
that the Company has an actual or potential  business  relationship with may not
be in our stockholders' best interests. The following guidelines are intended to
cover such circumstances:

         Company  employees may not invest in privately  held companies that are
the  Company's  customers,  partners  or  suppliers  without  disclosure  to the
Company.  Where the employee  either directly or through people in his/her chain
of command has responsibility to affect or implement the Company's  relationship
with the other company,  approval of the Company is required;  however,  in such
cases approval is likely to be denied.

         Such situations may put the Company  employee in a conflict of interest
between furthering their personal interests versus the interests of the Company,
hence the


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likelihood of denial.  Employees in those circumstances should not invest in the
company in question.

         If an investment is made and/or  approval is granted,  and the employee
subsequently  finds him or herself in a potentially  conflicted  position due to
his or her job  responsibilities  or  those  of  others  in his or her  chain of
command,  the Company  employee  is expected to recuse him- or herself  from any
involvement  in the  Company's  relationship  with that other  company.  (If the
conflict is so fundamental  as to undermine the employee's  ability to undertake
an  important  job  activity,  a  discussion  of  possible  divestiture  may  be
required).  Furthermore, with respect to any investment or financial interest in
a third party,  employees should be extremely  cautious to avoid activities such
as recommending or introducing the other company to other parts of our Company's
organization unless there is a clear disclosure of the financial interest.

         If  an  employee  happens  to  have  an  investment  in a  company  and
transitions  into a role that would  place  him/her in a  conflict  of  interest
position  (such as those  described  above),  the employee  should  disclose the
situation in writing to his/her manager and HR  Representative.  Efforts will be
made to resolve the situation equitably on a case-by-case basis.

         Where the Company has made an investment in another company, permission
must be obtained  before an  employee  invests in that  company.  When a Company
employee is placed on a board of  directors or advisory  board to represent  the
Company,  such employee  cannot make an investment in that other company without
approval from our Board of Directors;  and they may not receive compensation for
such participation at the Company's request.

INVENTIONS,  BOOKS,  AND  PUBLICATIONS.  Company  employees must receive written
permission  from the Company  before  developing,  outside of the  Company,  any
products or  intellectual  property  that is or may be related to the  Company's
current or potential business.

PROPER PAYMENT. All Company employees should pay for and receive only that which
is proper.  Company  employees should not make payments or promises to influence
another's  acts or decisions,  and Company  employees must not give gifts beyond
those extended in normal business. Company employees must observe all government
restrictions on gifts and entertainment.  Employees will not receive payments of
any kind from Company customers.

FAVORS,  GIFTS,  AND  ENTERTAINMENT.  Company  employees  and  members  of their
families must not give or receive  valuable gifts  (including gifts of equipment
or money,  discounts,  or  favored  personal  treatment)  to or from any  person
associated with the Company's vendors or customers.  This includes accepting the
opportunity to buy "directed  shares" (also called  "friends and family shares")
from another company where the Company


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employee  is  now  or  is  likely  to  become   involved   in  the   evaluation,
recommendation,  negotiation or approval of current or prospective business with
that company.

         This  is not  intended  to  preclude  the  Company  from  receiving  or
evaluating appropriate complimentary products or services. Nor is it intended to
preclude  the  Company  from  making  a  gift  of  equipment  to  a  company  or
organization, provided that the gift is openly given, with full knowledge by the
company or  organization,  and is consistent  with applicable law. In all cases,
the  exchange  of  gifts  must  be  conducted  so  there  is  no  appearance  of
impropriety.  Gifts  may only be  given  in  accordance  with  applicable  laws,
including the U.S. Foreign Corrupt Practices Act.

         Advertising  novelties,  favors, and entertainment are allowed when the
following  conditions are met:

         o        They are consistent with the Company's business practices;

         o        They do not  violate  any  applicable  law,  such as state and
                  federal procurement laws and regulations;

         o        They are of limited value ($50 or less); or

         o        Public disclosure would not embarrass the Company.

INDUSTRY  ASSOCIATIONS.  Membership on boards of industry associations generally
do not present  financial  conflicts of interest.  However,  employees should be
sensitive to possible conflicts with the Company's business  interests,  if, for
instance, the association takes a position adverse to the Company's interests or
those of key customers.


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SPECIAL   ETHICS   OBLIGATIONS   FOR   EMPLOYEES   WITH   FINANCIAL    REPORTING
RESPONSIBILITIES

         As a public  company,  it is of critical  importance that the Company's
filings  with the  Securities  and Exchange  Commission  be accurate and timely.
Depending on their  position  with the Company,  employees 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.

         The Finance  Department  bears a special  responsibility  for promoting
integrity  throughout the organization,  with  responsibilities  to stakeholders
both inside and  outside of the  Company.  The Chief  Executive  Officer,  Chief
Financial Officer and Finance  Department  personnel have a special role both to
adhere to these  principles  themselves and also to ensure that a culture exists
throughout the company as a whole that ensures the fair and timely  reporting of
the Company's financial results and condition.

         Because of this special role, the Chief  Executive  Officer,  the Chief
Financial Officer and all members of the Company's Finance  Department are bound
by the following  Financial Officer Code of Ethics, and by accepting the Code of
Ethical  Conduct,  each  agrees  that he or she  will:

         o        Act with honesty and  integrity,  avoiding  actual or apparent
                  conflicts   of   interest   in   personal   and   professional
                  relationships;

         o        Provide  information  that is accurate,  complete,  objective,
                  relevant,  timely and  understandable  to ensure  full,  fair,
                  accurate, timely, and understandable disclosure in reports and
                  documents   that  the  Company  files  with,  or  submits  to,
                  government agencies and in other public communications;

         o        Comply  with  rules  and   regulations   of  federal,   state,
                  provincial  and  local  governments,   and  other  appropriate
                  private and public regulatory agencies;

         o        Act in good faith, responsibly,  with due care, competence and
                  diligence,  without misrepresenting material facts or allowing
                  one's independent judgment to be subordinated;

         o        Respect the  confidentiality  of  information  acquired in the
                  course of one's  work  except  when  authorized  or  otherwise
                  legally  obligated  to  disclose.   Confidential   information
                  acquired  in the  course  of one's  work  will not be used for
                  personal advantage;

         o        Share knowledge and maintain skills  important and relevant to
                  stakeholder's needs;


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         o        Proactively promote and be an example of ethical behavior as a
                  responsible  partner among peers, in the work  environment and
                  the community;

         o        Achieve  responsible  use of and  control  over all assets and
                  resources employed or entrusted;

         o        Promptly  report to the Chief  Financial  Officer  and/or  the
                  Chairman  of  the  Audit   Committee   any  conduct  that  the
                  individual  believes  to be a  violation  of law  or  business
                  ethics or of any  provision  of the Code of  Ethical  Conduct,
                  including any  transaction  or  relationship  that  reasonably
                  could be expected to give rise to such a conflict.

         Violations of this Financial Officer Code of Ethics, 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.  If you believe that a violation of the Financial Officer Code of
Ethics has occurred, please contact the Company's General Counsel, Charles Kite,
at ckite@nationalcoal.com. You may also contact the Audit Committee of the Board
of Directors at:

         o        [auditcommittee]@nationalcoal.com, or
         o        if you are concerned about maintaining anonymity, you may send
                  correspondence  to the following outside private mail box on a
                  confidential  and  anonymous  basis  at  Stubbs,   Alderton  &
                  Markiles, LLP, 15821 Ventura Boulevard,  Suite 525, Encino, CA
                  91436, Attn: John J. McIlvery,  Esq. It is against the Company
                  policy  to  retaliate  against  any  employee  for good  faith
                  reporting of violations of this Code.

LAWS, REGULATIONS AND GOVERNMENT RELATED ACTIVITIES

         Violation  of  governing  laws and  regulations,  whether in the United
States or abroad, is both unethical and subjects the Company to significant risk
in the form of fines, penalties and damaged reputation. It is expected that each
employee will comply with applicable laws,  regulations and corporate  policies.
Specific areas with which employees are expected to comply include:

         o        Anti-Trust
         o        Insider Trading
         o        Foreign Corrupt Practices Act
         o        Government Business
         o        Political Contributions
         o        Using Third-Party Copyrighted Material
         o        Export, Re-export and Transfer Policy
         o        Customs Compliance for International Shipping


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ANTI-TRUST

         The  economy of the  United  States,  and of most  nations in which the
Company does  business,  is based on the principle that  competition  and profit
will produce high-quality goods at fair prices. To ensure that this principle is
played out in the  marketplace,  most  countries have laws  prohibiting  certain
business practices that could inhibit effective competition.  The antitrust laws
are broad and far-reaching.  They touch upon and affect virtually all aspects of
the Company's operations.  The Company supports these laws not only because they
are the law,  but also  because we believe in the free  market and the idea that
healthy  competition  is essential to our long-term  success.  The Company fully
embraces all antitrust laws and avoids conduct that may even give the appearance
of being questionable  under those laws. Whether termed antitrust,  competition,
or free trade laws, the rules are designed to keep the marketplace  thriving and
competitive.  In all cases where  there is question or doubt about a  particular
activity or practice,  employees  should contact the Company's  General  Counsel
before proceeding.

INSIDER TRADING

         If an employee has  material,  non-public  information  relating to the
Company,  it is the Company's  policy that neither the employee,  nor any person
related to the employee,  may buy or sell securities of the Company or engage in
any other action to take advantage of, or pass on to others,  that  information.
This  policy also  applies to trading in the  securities  of any other  company,
including our customers or suppliers,  if employees  have  material,  non-public
information  about that  company  which the  employee  obtained in the course of
their employment by the Company.

         Transactions  that may be  necessary  or  justifiable  for  independent
reasons,  including emergency  expenditures and transactions  planned before the
employee  learned  the  material  information,  are  not  exceptions.  Even  the
appearance of an improper  transaction  must be avoided to prevent any potential
risk to the Company or the individual trader. Violations of insider trading laws
may be  punishable  by fines  and/or  imprisonment.

         Besides the  obligation  to refrain from trading while in possession of
material,  non-public information,  employees are also prohibited from "tipping"
others.  The concept of unlawful  tipping  includes  passing on  information  to
friends or family members under  circumstances  that suggest that employees were
trying to help them make a profit or avoid a loss.  Besides  being  considered a
form of  insider  trading,  of  course,  tipping  is also a  serious  breach  of
corporate confidentiality. For this reason, employees should be careful to avoid
discussing sensitive information in any place (for instance, at lunch, on public
transportation, in elevators) where others may hear such information.


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         In all cases,  Company  employees should refer to the Company's Insider
Trading Policy for further information.

FOREIGN  CORRUPT  PRACTICES ACT

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

         o        Influencing  any  act,  or  failure  to act,  in the  official
                  capacity of that foreign official or party; or

         o        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.

         Payments,  offers,  promises or authorizations to pay any other person,
U.S. or foreign,  are likewise  prohibited  if any portion of that money or gift
will be offered,  given or promised to a foreign  official or foreign  political
party or candidate for any of the illegal purposes outlined above.

         All the  Company  employees,  whether  located in the United  States or
abroad,  are  responsible  for FCPA compliance and the procedures to ensure FCPA
compliance.  All  managers  and  supervisory  personnel  are expected to monitor
continued  compliance with the FCPA to ensure compliance with the highest moral,
ethical and professional standards of the company.

         Any action in  violation  of the FCPA is  prohibited.  All the  Company
employees  who  become  aware of  apparent  FCPA  violations  should  notify the
Company's  General Counsel  immediately.  Any question or uncertainty  regarding
compliance  with this policy should be brought to the attention of the Company's
General Counsel.

POLITICAL CONTRIBUTIONS

         No Company assets - including  employees' work time, use of the Company
premises,  use of  Company  equipment,  or  direct  monetary  payments  - may be
contributed to any political candidate, political actions committees (also known
as,  "PACS"),  party,  or ballot measure  without the permission of the Board of
Directors.  Of course,  the Company  employees may  participate in any political
activities of their choice on an individual  basis,  with their own money and on
their own time.

USING THIRD-PARTY COPYRIGHTED MATERIAL


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         Company  employees may sometimes  need to use  third-party  copyrighted
material to perform their jobs.  Before such  third-party  material may be used,
appropriate  authorization from the copyright holder must be obtained.  The need
for  such  permission  may  exist  whether  or not  the end  product  containing
third-party  material is for personal use or for the Company's internal or other
use. It is against  Company  policy and it may be unlawful  for any  employee to
copy, reproduce,  scan, digitize,  broadcast,  or modify third-party copyrighted
material  when  preparing  Company  products or  promotional  materials,  unless
written  permission  from the copyright  holder has been  obtained  prior to the
proposed use.  Improper use could  subject both the Company and the  individuals
involved to possible civil and criminal actions for copyright  infringement.  It
is against Company policy for employees to use the Company's  facilities for the
purpose of making or distributing unauthorized copies of third-party copyrighted
materials for personal use or for use by others.

PROPRIETARY INFORMATION

         Proprietary  information is defined as information  that was developed,
created,  or discovered by the company,  or that became known by or was conveyed
to the company, that has commercial value in the company's business. It includes
but is not limited to software programs and subroutines, source and object code,
trade secrets,  copyrights,  ideas,  techniques,  know-how,  inventions (whether
patentable or not),  and any other  information of any type relating to designs,
configurations,  toolings,  schematics,  master works,  algorithms,  flowcharts,
circuits,  works of authorship,  formulae,  mechanisms,  research,  manufacture,
assembly,  installation,  marketing,  pricing, customers,  salaries and terms of
compensation of Company employees,  and costs or other financial data concerning
any of the foregoing or the Company and its operations generally.

         The  Company's  business  and  business  relationships  center  on  the
confidential  and proprietary  information of the Company and of those with whom
we do business - customers,  vendors,  and others. Each employee has the duty to
respect and  protect the  confidentiality  of all such  information.  The use of
confidential  and  proprietary  information  - whether the  Company's or a third
party's  - is  usually  covered  by a  written  agreement.  In  addition  to the
obligations  imposed by that  agreement,  all  employees  should comply with the
following requirements:

         o        Confidential information should be received and disclosed only
                  under the auspices of a written agreement

         o        Confidential  information  should be  disclosed  only to those
                  Company  employees who need to access it to perform their jobs
                  for the Company

         o        Confidential  information  of a third party should not be used
                  or copied by any Company  employee  except as permitted by the
                  third-party  owner (this permission is usually  specified in a
                  written agreement)


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         o        Unsolicited  third-party  confidential  information  should be
                  refused or, if inadvertently  received by a Company  employee,
                  returned  unopened  to the third party or  transferred  to the
                  Company's General Counsel for appropriate disposition.

         Employees  must  refrain  from  using  any   confidential   information
belonging to any former employers, and such information must never be brought to
the Company or provided to other Company employees.


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