EXHIBIT 11.4
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                 EXFO ELECTRO-OPTICAL ENGINEERING INC. ("EXFO")
                       ETHICS AND BUSINESS CONDUCT POLICY


OVERVIEW

As a leading innovator in the T&M industry, EXFO requires the highest standards
of  professional  and ethical  conduct and  integrity  from our  employees  and
directors.  Our  reputation is based on honest and fair practices at all levels
of the organization,  and we expect everyone employed by the Company to conduct
business  with the utmost  integrity.  No employee will be permitted to achieve
results  through  violations of laws or  regulations,  or through  unscrupulous
dealings.

We intend that the Company's  business  practices  will be compatible  with the
economic and social  priorities of each location in which we operate.  Although
customs  vary from  country  to  country  and  standards  of ethics may vary in
different business environments, honesty and integrity must always characterize
our business activity.

This ETHICS AND BUSINESS CONDUCT POLICY reflects our commitment to a culture of
honesty,  integrity and  accountability  and outlines the basic  principles and
policies  with which all  employees  are expected to comply.  This reflects our
dedication to customers, partners,  shareholders and employees by demonstrating
that integrity and fairness are an important  part of our corporate  values and
that all our  actions  are  governed  by an  exacting  sense of duty and by the
professional ethics set forth herein. Please read this Policy carefully.

In addition to following this Policy in all aspects of our business activities,
you are expected to seek  guidance in any case where there is a question  about
compliance with both the letter and spirit of our policies and applicable laws.
This Policy sets forth general  principles  and does not supersede the specific
policies  and  procedures  that  are  covered  in  separate  specific  policies
statements, such as the Securities Trading Policy. References in this Policy to
the Company mean the Company or any of its subsidiaries.

Your cooperation is necessary to the continued  success of our business and the
cultivation and maintenance of our reputation as a good corporate citizen.


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OUR RESPONSIBILITY

As employees,  officers,  and members of the board of directors of EXFO, we are
all expected to conduct  ourselves  ethically  in all aspects of the  Company's
business.  This includes fully complying with all applicable laws, regulations,
and Company policies.

In  order  to  do  so,  each   individual  is   responsible   for   acquainting
himself/herself  with the various  rules and  guidelines  that apply to his/her
assigned  duties.  When in doubt,  it is important to seek  clarification  from
one's supervisor,  from the  Vice-President of Human Resources or the Company's
Legal Counsel.

On a daily basis,  appropriate and ethical business conduct means following the
guidelines  set forth in this  document.  Although  this policy cannot take all
situations  into  account,  the  topics  below  cover the main  areas  that are
susceptible to ambiguity:

      1.    Conflicts of Interest
            1.1      General Policy
            1.2      Outside employment and other activities
            1.3      Investment Activity
      2.    Confidentiality, Disclosure of Information and Insider Trading
      3.    Protection and Proper use of Company assets
      4.    Honesty, Openness
      5.    Corporate Opportunities
      6.    Fair and Lawful Dealings with Partners, Vendors and Suppliers
            6.1      Legitimate Payments to Suppliers and Third Parties
            6.2      Payments to Agents and Consultants
            6.3      Foreign Practices and Their Limitations
            6.4      Antitrust/Competition
            6.5      Compliance with Environmental Laws
      7.    Political Activities and Contributions
      8.    Gifts and Entertainment
      9.    Discrimination and Harassment
      10.   Safety and Health
      11.   Accurate Books and Records


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      12.   Reporting Wrongful Conduct and Ensuring Compliance
      13.   Compliance with Laws, Rules and Regulations
      14.   Use of E-Mail and Internet Services
      15.   Waivers of the Code of Business Conduct and Ethics
      16.   Compliance Procedures

EXFO takes  integrity to heart and  believes  that ethics  concern  everyone as
these  elements  serve the  Company's  overall best  interests.  Therefore,  if
situations  arise in which any of these  principles  are violated,  the Company
must ensure that appropriate action is taken.


1.    CONFLICTS OF INTEREST

      1.1    GENERAL POLICY

      A conflict  of  interest  occurs when an  individual's  private  interest
      interferes, or appears to interfere, in any way with the interests of the
      Company. A conflict situation can arise when an employee takes actions or
      has  interests  that may make it  difficult  to  perform  his or her work
      effectively.  Conflicts of interest also arise when an employee,  officer
      or director, or a member of his or her family, receives improper personal
      benefits as a result of his or her position in the Company.  Loans to, or
      guarantees of  obligations  of, such persons are likely to pose conflicts
      of interest,  as are transactions of any kind between the Company and any
      other  organization  in which you or any  member of your  family  have an
      interest.

      Activities  that could give rise to conflicts of interest are  prohibited
      unless  specifically  approved  in advance by the Vice  President-  Human
      Resources.

      Senior executives and board members should contact in-house legal counsel
      regarding any issues relating to possible conflict of interest.



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      Employees  should  conduct  themselves  in a manner  that avoids even the
      possible  appearance  of conflict  between their  personal  interests and
      those of EXFO.  Apparent  conflicts  of interest  can easily  arise.  Any
      employee who feels that he/she may have a conflict,  actual or potential,
      should  report  all  pertinent  details  to the  Vice-President  of Human
      Resources or Company's Legal Counsel,  who is responsible for determining
      whether a conflict of interest exists.


      1.2    OUTSIDE EMPLOYMENT AND OTHER ACTIVITIES

      Aside from their  full-time  employment,  people  sometimes wish to run a
      business or take on additional  part-time  work.  This practice in itself
      does not present a conflict of interest as long as the outside activities
      do not involve competitors, suppliers, or customers of EXFO. In addition,
      these activities must not interfere with EXFO activities or interests.

      As an overall principle, EXFO employees are expected to avoid any outside
      interests  or  activities  that are  advanced  at the  expense  of EXFO's
      interests,  as such  involvement  may divide loyalty between EXFO and the
      outside  activities,  thus  creating a potential  conflict  of  interest.
      Therefore,  EXFO employees may not operate  (directly or indirectly) side
      businesses that compete with, sell to, or buy from EXFO.

      To  determine  whether you are in a situation  of  potential  conflict of
      interest, use these questions as guidelines:

      o   Do my outside activities interfere with my duties at EXFO?

      o   Am I finding it hard to find time to do my work at EXFO?

      o   Do my  outside  activities  involve  a lot of the same  people  as my
          activities at EXFO?

      o   In my outside activities, do I use skills or tools paid for by EXFO?

      It is not always easy to determine whether a conflict of interest exists,
      so any potential  conflicts of interests must be reported  immediately to
      Vice-President Human Resources or Company's Legal Counsel.


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      1.3    INVESTMENT ACTIVITY

      Any direct or indirect  investment  in a  competitor  creates a potential
      conflict of  interest,  as does any  investment  in a current or would-be
      supplier of goods or services to EXFO.  Employees  should therefore avoid
      any  financial   investments   in   competitors,   suppliers,   partners,
      distributors or customers that would affect an employee's  objectivity in
      promoting EXFO's interest.  However,  passive investment in a competitor,
      supplier, partners, distributors or customer of not more than one percent
      of total outstanding shares of publicly listed companies on a national or
      international  securities exchange, or quote daily by Nasdaq or any other
      exchange,  do not pose a conflicts of interest,  provided,  however,  the
      investment  is  so  large  financially  either  in  absolute  dollars  or
      percentage of the  individual's  total  investments  portfolio or savings
      that it creates the  appearance  of a conflict of interest.  In addition,
      any such  investment  must not  involve  the use of  confidential  inside
      information on such companies  obtained or learned through their position
      at EXFO.

2.    CONFIDENTIALITY, DISCLOSURE OF INFORMATION AND INSIDER TRADING

      Confidential  information includes all non-public information that may be
      of use to competitors, or harmful to EXFO or its customers, if disclosed.
      It also includes  information that suppliers and customers have entrusted
      to  us  or  any  information  obtained  after  executing   non-disclosure
      agreement with third parties.

      There  are  two  main  types  of  confidential   information:   technical
      information and business information.  Examples of confidential technical
      information  include engineering  designs,  software code, pending patent
      applications,   product  plans,  future  product  direction,  development
      process information,  etc. Examples of confidential  business information
      include non-public financial  information,  employee  information,  sales
      forecasts,  customer lists, strategic and operating plans, audit reports,
      etc.  The  disclosure  of any of our  confidential  information  to third
      parties or the untimely  release of other data can  significantly  damage
      EXFO and in some cases violate the law. It is therefore essential that we
      all  respect  the  confidentiality  of  Company  information  in order to
      protect them.  Employees must maintain the confidentiality of information
      entrusted to them by EXFO or that otherwise  comes into their  possession


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      in the course of their  employment,  except when disclosure is authorized
      or legally mandated.  The obligation to preserve proprietary  information
      continues even after you leave the Company

      Each EXFO  employee is bound by  confidentiality  and other  obligations,
      when  applicable,  set forth in the agreement signed when employment with
      EXFO commenced.  The said agreement contains clauses stating  obligations
      related to  exclusivity,  confidentiality,  assignment  of work  product,
      non-competition and  non-solicitation--all of which form an integral part
      of this ETHICS AND BUSINESS CONDUCT POLICY.

      In addition,  all employees must also abide by the terms and  obligations
      set  forth  in  EXFO's  SECURITIES  TRADING  POLICY  AND  ITS  DISCLOSURE
      GUIDELINES,  which also form an integral part of this ETHICS AND BUSINESS
      CONDUCT POLICY;  namely, the section on insider trading.  Insider trading
      is  unethical  and  illegal.  Employees  are  not  allowed  to  trade  in
      securities  of a  Company  while in  possession  of  material  non-public
      information  regarding that Company.  It is also illegal to "tip" or pass
      on inside  information  to any other person who might make an  investment
      decision based on that information or pass the information on further.

3.    PROTECTION AND PROPER USE OF COMPANY ASSETS

      All employees  should endeavor to protect the Company's assets and ensure
      their efficient use. Theft,  carelessness  and waste have a direct impact
      on the Company's profitability. Any suspected incidents of fraud or theft
      should be immediately reported for investigation to one's Supervisor, the
      Vice-President of Human Resources or the Company's Legal Counsel. Company
      assets,  such as  funds,  products  or  computers,  may  only be used for
      legitimate  business  purposes or other purposes  approved by management.
      Company assets may never be used for illegal purposes.

      Examples  of  Company  resources  include  any  material,  equipment  and
      proprietary  information  developed  or  purchased  by  EXFO  as  well as
      employee time and Company funds.


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      With  this  in  mind,   employees   are   expected   to  engage  only  in
      Company-related  activities  during normal  business hours and should not
      use such  time  for  conducting  personal  business.  Similarly,  Company
      property  (such  as   laboratories,   manufacturing   equipment,   tools,
      materials,  supplies,  assets and  facilities)  are to be used solely for
      business purposes and not for personal benefit.

      Our computer  resources  are also  intended for EXFO  business  purposes.
      Although  limited and reasonable  personal use of e-mail and the Internet
      is not  forbidden,  it is important that such use does not interfere with
      our  work  and  that it does not in any way  violate  EXFO  policies  and
      procedures.


      Examples of improper use include the following:

      o   Using the network and systems to conduct private business;

      o   Allowing friends or family members to use Company resources;

      o   Downloading or  transmitting  any type of offensive  material,  chain
          letters, pornography, copyrighted material (e.g., songs, games, movie
          clips, text, and images), etc.


      The   obligation  to  protect   Company   assets   includes   proprietary
      information. Proprietary information includes any information that is not
      generally  known to the public or would be  helpful  to our  competitors.
      Examples of proprietary  information are intellectual property,  business
      and marketing plans and employee information.  The obligation to preserve
      proprietary information continues even after you leave the Company.

4.    HONESTY AND OPENNESS

      As a  fundamental  standard,  EXFO expects each of its  employees to deal
      with  others  honestly  and  openly.   We  are  all  required  to  accept
      responsibility for our actions and to communicate information quickly and
      accurately  to  fellow  employees  and  superiors.   Supervisors  have  a
      responsibility   to  set  examples  of  honesty  and  fairness  in  their
      relationships  with  the  Company's  customers,  suppliers,  competitors,
      subordinates, shareholders and employees.



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5.    CORPORATE OPPORTUNITIES

      Employees,   officers  and  directors  are  prohibited  from  taking  for
      themselves  personally  opportunities  that  arise  through  the  use  of
      corporate  property,  information  or position  and from using  corporate
      property,  information or position for personal gain. Employees, officers
      and directors are also prohibited from competing with the Company.

6.    FAIR AND LAWFUL DEALINGS WITH PARTNERS, VENDORS AND SUPPLIERS

      Each  employee   should  endeavor  to  deal  fairly  with  the  Company's
      customers, suppliers,  competitors and employees. No employee should take
      unfair  advantage  of  anyone  through  illegal  conduct,   manipulation,
      concealment,  abuse  of  privileged  information,   misrepresentation  of
      material facts or any other unfair-dealing practice.

      At EXFO, we ensure that all relationships  with third parties comply with
      Company  policy and  applicable  regulations.  As such, we do not use any
      third  party to  perform  any act  prohibited  by law or our  Ethics  and
      Business Conduct Policy.  More particularly,  we are committed to abiding
      by anti-corruption statutes and applicable competition laws, as follows:

6.1   LEGITIMATE PAYMENTS TO SUPPLIERS AND THIRD PARTIES

      Payments to suppliers and third parties (including  consultants,  agents,
      and  representatives)  are made only for services or products provided to
      the Company.  EXFO  employees  are not  authorized to make or arrange any
      type of  direct  or  indirect  payment  that  may  constitute  a bribe or
      kickback to secure or maintain business (or for any other purpose) to the
      personnel of any government agency, customer, supplier or competitor.

      In order to avoid even the appearance of improper payments, EXFO does not
      make any cash payments  (other than approved cash payrolls and documented
      petty cash disbursements). In addition, no corporate checks are issued to
      the order of "cash",  "bearer"  or  third-party  designees  of the person
      entitled  to  payment.  EXFO does not  authorize/make  cash  payments  to



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      employees of competitors,  suppliers, customers or government agencies as
      such   payments   create   the   potential   for   favoritism   based  on
      other-than-competitive factors.

6.2   PAYMENTS TO AGENTS AND CONSULTANTS

      Commission rates or fees paid to dealers, distributors,  agents, finders,
      representatives  or  consultants  must be  reasonable  in relation to the
      value of the product or work that is  actually  being  performed.  EXFO's
      policy is not pay  commissions  or fees where such  payments  are for the
      purpose of constituting bribes or kickbacks.

6.3   FOREIGN PRACTICES AND THEIR LIMITATIONS

      In certain  circumstances,  there are other types of payments,  sometimes
      "facilitating  payments"  which  are  common  practice  in  some  foreign
      countries,  as they are made openly and are often considered necessary to
      have  minor  government  officials  perform  nondiscretionary  duties and
      administrative  functions that might otherwise delay or fail to undertake
      for which the  Company is clearly  entitled).  These  types of  payments,
      generally  small and in the nature of "tips" are permitted or expected by
      local  custom  and   generally  are  not  treated  as  illegal  by  local
      authorities.  While  the  Company  discourages  such  payments,  they are
      permitted as long as they fall within the limits of the above description
      and are not intended  for  improper use and have been  approved by senior
      management.  Any such facilitating  payment must be properly recorded and
      accounted for and reported  annually so that EXFO may comply with all tax
      and other applicable laws.

6.4   ANTITRUST/COMPETITION

      EXFO's  policy is to comply  fully with all  antitrust,  competition  and
      trade  regulation  laws and use only ethical and proper methods to market
      the Company's  products.  All EXFO  customers  must be treated fairly and
      evenhandedly,  and no  preferential  trade terms or other  treatment  are
      extended to any customer in violation of any law.



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      In  addition,  to avoid even the  appearance  of improper  actions,  EXFO
      absolutely  prohibits  consultations  with competitors  regarding prices,
      customers  or  territories.   Commissions  and  other  payments  must  be
      adequately documented and reported to government authorities as required.
      All employees, consultants, agents or other representatives must strictly
      avoid seeking or receiving any  competitor's  information from any source
      in violation of any law or other restriction.

      At EXFO, integrity also means not making disparaging comments relating to
      our  competitors  and we are all  expected  to deal only in facts.  These
      limitations apply to all phases of EXFO's actual or potential competition
      with third  parties,  including  bid and  proposal  activity,  marketing,
      research and development, and engineering work.

6.5   COMPLIANCE WITH ENVIRONMENTAL LAWS

      The  Company  is  sensitive  to  the  environmental,  health  and  safety
      consequences of its operations. Accordingly, the Company is in compliance
      with all applicable  environmental laws and regulations.  If any employee
      has  any  doubt  as to  the  applicability  or  meaning  of a  particular
      environmental,  health or safety regulation, he or she should discuss the
      matter with a member of the Company's legal department.

7.    POLITICAL ACTIVITIES AND CONTRIBUTIONS

      We respect and  support  the right of our  employees  to  participate  in
      political activities.  However,  these activities should not be conducted
      on  Company  time or involve  the use of any  Company  resources  such as
      telephones,  computers or supplies.  Employees will not be reimbursed for
      personal political contributions.

      We may  occasionally  express our views on local and national issues that
      affect our operations.  In such cases, Company funds and resources may be
      used,  but  only  when  permitted  by  law  and  by  our  strict  Company
      guidelines.  The Company may also make limited contributions to political
      parties or candidates in jurisdictions where it is legal and customary to
      do so.  No  employee  may make or commit to  political  contributions  on
      behalf of the Company without the approval of the legal department.


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8.    GIFTS AND ENTERTAINMENT

      Gifts,  entertainment,  or  charitable  contributions  are common ways of
      building good  relations  between  people.  In business,  however,  it is
      important  that such  gifts do not  exceed  nominal  value,  so as not to
      create favoritism.  If they are excessive, they risk making the recipient
      feel obliged to offer special  consideration  to the Company offering the
      gifts, making this an unethical business practice.

      EXFO's  policy is to avoid even the  appearance  of  favoritism  based on
      business courtesies.  Therefore,  EXFO's employees may not give or accept
      any gift if the value of the gift might  indicate an intent to improperly
      influence the normal  business  relationship  between EXFO and any of its
      suppliers, customers, or competitors.

      Furthermore,  EXFO employees who are directly involved in the purchase of
      goods and  services  should not accept ANY gifts,  with the  exception of
      promotional  items of  nominal  value.  Business  courtesies,  such as an
      occasional lunch or dinner of reasonable  value or refreshments  during a
      business  meeting,  are permissible,  provided they are in furtherance of
      the business relationship and cannot be interpreted as an attempt to gain
      unfair  business  advantage or otherwise  reflect  unfavorably  on either
      business entity.

      EXFO expects  employees to exercise  good  judgment and  moderation  when
      offering business courtesies to customers; these should be offered within
      reasonable  limits and  practices  of the  marketplace.  Special laws and
      regulations  apply  when  dealing  with  government  representatives  and
      foreign  officials  and  any  employee  involved  in  the  government  or
      international  business  markets is required to become  fully  acquainted
      with the relevant restrictions.  Because of the sensitive nature of these
      relationships,  talk with your supervisor and the legal department before
      offering or making any gifts or  hospitality to  governmental  employees.
      All gifts,  entertainment  and  charitable  contributions,  regardless or
      their nature or value,  must be properly recorded on expense report forms
      or other appropriate accounting documents.

      If you are  having  difficulty  determining  whether a  specific  gift or
      entertainment  item  lies  within  the  bounds  of  acceptable   business
      practice, ask yourself these guiding questions:


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      o   It is legal?
      o   Is it clearly business related?
      o   Is it moderate, reasonable, and in good taste?
      o   Would public disclosure embarrass the Company?
      o   Is there any pressure to reciprocate or grant special favors?

      If you are unsure whether you can accept any proposed gratuity,  business
      meal  or  entertainment,  you  should  disclose  the  situation  to  your
      respective  Supervisor,  to the  Vice-President,  Human  Resources or the
      Company's Legal Counsel who will determine its acceptability.

      Strict  rules apply when we do business  with  governmental  agencies and
      officials,  whether in the U.S. or in other  countries,  as  discussed in
      more   detail   below.   Because  of  the   sensitive   nature  of  these
      relationships,  talk with your supervisor and the legal department before
      offering or making any gifts or hospitality to governmental employees.

9.    DISCRIMINATION AND HARASSMENT

      We value the  diversity of our  employees  and are committed to providing
      equal  opportunity  in all aspects of employment.  Abusive,  harassing or
      offensive  conduct is unacceptable,  whether verbal,  physical or visual.
      Examples   include   derogatory   comments  based  on  racial  or  ethnic
      characteristics  and unwelcome sexual advances.  Employees are encouraged
      to speak out when a coworker's conduct makes them  uncomfortable,  and to
      report harassment when it occurs to the Company's Legal Counsel.

10.   SAFETY AND HEALTH

      We are all  responsible  for  maintaining  a safe  workplace by following
      safety and health  rules and  practices.  The  Company  is  committed  to
      keeping its  workplaces  free from hazards.  Please report any accidents,
      injuries,  unsafe  equipment,  practices or conditions  immediately  to a
      supervisor  or other  designated  person.  Threats or acts of violence or
      physical  intimidation are prohibited.


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      In order to protect the safety of all employees, employees must report to
      work free from the  influence of any  substance  that could  prevent them
      from conducting work activities safely and effectively.

11.   ACCURATE BOOKS AND RECORDS

      EXFO's business integrity is reflected in a tangible way in its books and
      records. All employees are strictly responsible for ensuring the accuracy
      and  reliability  of  the  Company's  accounts.   Fictitious,   improper,
      deceptive,  undisclosed or unrecorded  funds,  assets, or liabilities are
      serious  ethical  violations.  With  this in mind,  EXFO has  established
      accounting control standards and procedures.

      EXFO's  policy is that all books and  records  conform to all  applicable
      laws and regulations and to generally accepted accounting principles. All
      transactions must be accurately documented and accounted for in the books
      and  records  of  the  Company.  All  entries  must  contain  appropriate
      descriptions  of the  underlying  transactions  sufficient  to  withstand
      appropriate audit and none of these entries must be false,  inaccurate or
      deceptive.  All  employee  transaction(s)  should  therefore  be properly
      described in  supporting  documentation,  and we expect  employees not to
      participate in any false transaction or documentation (e.g., obtaining or
      creating false invoices or other misleading  documentation;  inventing or
      using fictitious entities,  sales,  purchases,  services,  loans or other
      financial  arrangements  for any purpose).  EXFO does not maintain or use
      any  anonymous  ("numbered")  bank account or other account that does not
      identify ownership by EXFO.

12.   REPORTING WRONGFUL CONDUCT AND ENSURING COMPLIANCE

      Employees  are  expected  to  question  any  practice  or  conduct  which
      conflicts  with, or appears to conflict with,  EXFO's ETHICS AND BUSINESS
      CONDUCT POLICY until such questions are satisfactorily resolved.

      All officers, directors, and employees are required to report information
      concerning  wire  fraud,  mail  fraud,  bank  fraud,   securities  fraud,
      violations  regarding  accounting,  internal accounting controls or audit
      matters  and  violations  of  SEC  rules  or any  regulation  authorities
      following   the  Hotline   procedures   contained   on  EXFO's  WEB  site
      (WWW.EXFO.COM)  or Intranet.  Please refer to the  Statement on Reporting
      Ethical Violations for more details how to report such conduct.


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      Should you be a witness to such violations, it is important to report the
      incident (namely,  to someone who has no involvement in the situation and
      who can  evaluate  the case  objectively)  or through the EXFO's  Hotline
      procedures.

      Possessing  knowledge  of these types of issues and failing to report the
      information  is, in itself,  a violation of this ETHICS AND BUSINESS CODE
      POLICY,  and is  subject  to  disciplinary  action.  If  necessary,  seek
      clarification   or   interpretation   of   these   standards   from   the
      Vice-President of Human Resources or the Company's Legal Counsel.

      Employees who make reports of suspected violations of those standards, or
      regarding  accounting,  internal  accounting controls or audit matters as
      described above, will be protected from  retaliation,  such as discipline
      or  involuntary  termination  of  employment as a result of their report.
      Every  reported  allegation  of illegal  or  unethical  behavior  will be
      thoroughly  investigated by the Lead Independent Director of the Board of
      Directors  of the  Company  and the  Company's  Legal  Counsel  with  the
      cooperation of the  appropriate  management  and the employee  unless the
      submission  was  made  anonymously.   Information  collected  during  the
      investigation  will be shared  with  others  who have a  business-related
      "need to know". Unless the submission is made anonymously,  the result of
      any investigation will be communicated to the reporting employee.

      EXFO  prohibits  retaliatory  action  against any  employee  who, in good
      faith, reports a possible violation.  It is unacceptable to file a report
      knowing it to be false.

13.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      Compliance  with  both the  letter  and  spirit  of all  laws,  rules and
      regulations  applicable to our business is critical to our reputation and
      continued  success.  All employees  must respect and obey the laws of the
      cities,  provinces,  states and  countries  in which we operate and avoid
      even the  appearance  of  impropriety.  Employees who fail to comply with
      this Policy and applicable laws will be subject to disciplinary measures,
      up to and including discharge from the Company.



March 30, 2005                                                          Page 14

<PAGE>

14.   USE OF E-MAIL AND INTERNET SERVICES

      E-Mail  systems and  Internet  services  are provided to help us do work.
      Incidental  and  occasional  personal  use is  permitted,  but  never for
      personal  gain or any  improper  purpose.  You may  not  access,  send or
      download any information  that could be insulting or offensive to another
      person, such as sexually explicit messages,  cartoons,  jokes,  unwelcome
      propositions,  ethnic or racial slurs, or any other message that could be
      viewed as harassment. Also remember that "flooding" our systems with junk
      mail and trivia  hampers the ability of our systems to handle  legitimate
      Company business and is prohibited.

      Your  messages  (including  voice  mail)  and  computer  information  are
      considered  Company  property and you should not have any  expectation of
      privacy.  Unless  prohibited  by law,  the Company  reserves the right to
      access and disclose this information as necessary for business  purposes.
      Use  good  judgment,  and do not  access,  send  messages  or  store  any
      information  that  you  would  not  want  to be seen or  heard  by  other
      individuals.

      Violation of these policies may result in disciplinary  actions up to and
      including discharge from the Company.

15.   WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

      Any waiver of this Policy for  executive  officers or  directors  will be
      made  only by the  Audit  Committee  and will be  promptly  disclosed  as
      required by law or stock exchange regulation.

16.   COMPLIANCE PROCEDURES

      This Policy cannot, and is not intended to, address all of the situations
      you may  encounter.  There will be occasions  where you are confronted by
      circumstances  not covered by this policy or procedure and where you must
      make  a  judgment  as to the  appropriate  course  of  action.  In  those
      circumstances  we encourage you to use your common sense,  and to contact
      your supervisor, manager or a member of human resources for guidance.



March 30, 2005                                                          Page 15

<PAGE>


      If  you  do  not  feel  comfortable   discussing  the  matter  with  your
      supervisor,  manager or human resources,  please call the Company's Legal
      Counsel or refer to the  Statement on Reporting  Ethical  Violations  for
      more details how to contact the  Company's  Lead Director of the Board or
      the Company's  Legal  Counsel.  We strive to ensure that all questions or
      concerns are handled  fairly,  discreetly  and  thoroughly.  You need not
      identify yourself.






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