Exhibit 14

                       CODE OF BUSINESS CONDUCT AND ETHICS

1.       Complying with Law & Application

All employees, officers and directors of the Company should respect and comply
with all of the laws, rules and regulations of the U.S. and other countries, and
the states, counties, cities and other jurisdictions, in which the Company
conducts its business or the laws, rules and regulations of which are applicable
to the Company.

This Code of Business Conduct and Ethics applies to the Company chief executive
officer, chief financial officer, principal accounting officer or controller, or
employees of whatever designation performing similar functions, and those other
employees whose actions may come within the provisions or application of this
code.

2.       Conflicts Of Interest

All employees, officers and directors of the Company should be scrupulous in
avoiding a conflict of interest with regard to the Company's interests. A
"conflict of interest" exists whenever an individual's private interests
interfere or conflict in any way (or even appear to interfere or conflict) with
the interests of the Company. A conflict situation can arise when an employer,
officer or director takes actions or has interests that may make it difficult to
perform his or her Company work objectively and effectively. Conflicts of
interest may also arise when an employee, officer, or director, or members of
his or her family, receives improper personal benefits as a result of his or her
position in the Company, whether received from the Company or a third party.
Loans to, or guarantees of obligations of, employees, officers and directors and
their respective family members may create conflicts of interest.

Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors or committees of the Board.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management or the Company's Law
Department.

3.       Corporate opportunity

Employees, officers and directors are prohibited from (a) taking for themselves
personal opportunities that properly belong to the Company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and (c) competing
with the Company.

Employees, officers and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.

4.       Confidentiality

Employees, officers and directors of the Company must maintain the
confidentiality of confidential information entrusted to them by the Company or
its suppliers or customers, except when disclosure is authorized by the Law
Department or required by laws, regulations or legal proceedings. Whenever
feasible, employees, officers and directors should consult company counsel if
they believe they have a legal obligation to disclose confidential information.
Confidential information includes all non-public information that might be of
use to competitors of the Company, or harmful to the Company or its customers if
disclosed.


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5.       Fair Dealing

Each employee, officer and director should endeavor to deal fairly with the
Company's customers, suppliers, competitors, officers and employees. None should
take unfair advantage of anyone through manipulation, concealment abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing practice.

6.       Protection And Proper Use Of Company Assets

All employees, officers and directors should protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. All Company assets should be used for legitimate
business purposes.

7.       Accounting Complaints

The Company's policy is to comply with all applicable financial reporting and
accounting regulations applicable to the Company. If any employee, officer or
director of the Company has concerns or complaints regarding questionable
accounting or auditing matters of the Company, then he or she is encouraged to
submit those concerns or complaints (anonymously, confidentially or otherwise)
to the Audit Committee of the Board of Directors (which will, subject to its
duties arising under applicable law, regulations and legal proceedings), treat
such submissions confidentially. Such submissions may be directed to the
attention of the Audit Committee, or any director who is a member of the Audit
Committee, at the principal executive offices of the Company.

8.       Reporting Any Illegal Or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and, when in doubt, about
the best course of action in a particular situation. Employees, officers and
directors who are concerned that violations of this Code or that other illegal
or unethical conduct by employees officers or directors of the Company have
occurred or may occur should counsel.

9.       No Retaliation

The Company will not permit retaliation of any kind by or on behalf of the
Company and its employees, officers and directors against good faith reports or
complaints of violations of this Code or other illegal or unethical conduct.

10.      Public Company Reporting

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, an employee, officer or director may be called
upon to provide necessary information to assure that the Company's public
reports are complete, fair and understandable, The Company expects employee
officers and directors to take this responsibility very seriously and to provide
Prompt accurate answers to inquiries related to the Company's public disclosure
requirements.

11.      Amendment, Modification And Waiver'

This Code may be amended, modified or waived by the Board of Directors.


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