**Exhibit
      14.1**


**WENTWORTH
      VII, INC.**




**CORPORATE
      CODE OF ETHICS AND CONDUCT**





**Approved:
      December 31, 2007**








**TABLE
      OF CONTENTS**




1.
            
            
            General
                Policy
            
            
            22.
            
            
            Compliance
                with the Law
            
            
            33.
            
            
            Stocks
            
            
            34.
            
            
            Confidential
                Information
            
            
            35.
            
            
            Special
                Ethical Obligations For Employees With Public Reporting
                Responsibilities
            
            
            46.
            
            
            Continuing
                Disclosure Obligations and Accuracy of Business Records
            
            
            47.
            
            
            Protection
                and Proper Use of Company Assets
            
            
            58.
            
            
            Corporate
                Opportunities
            
            
            59.
            
            
            Fair
                Dealing
            
            
            510.
            
            
            Conflicts
                of Interest
            
            
            611.
            
            
            Gifts,
                Meals and Entertainment
            
            
            612.
            
            
            Interacting
                with the Government
            
            
            713.
            
            
            Privacy
                and Employee Relations
            
            
            714.
            
            
            Market
                Competition
            
            
            715.
            
            
            Purchasing
            
            
            816.
            
            
            Political
                Contributions
            
            
            817.
            
            
            Exports
                and Imports
            
            
            818.
            
            
            Media/Public
                Relations and Governmental Inquiries
            
            
            919.
            
            
            Response
                to Investigations or Government Inquiries
            
            
            920.
            
            
            Document
                Retention Policy
            
            
            1021.
            
            
            Amendments
                And Waivers
            
            
            10Employee
                Certification and Agreement of Compliance
            
            
            11


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          1 -





**Wentworth
      VII, Inc.**





Corporate
      Code of Ethics and Conduct





**1.**  **General
      Policy**




It
      is the
      policy of Wentworth VII, Inc. (“we”, “us”, “our,” or the “Company”) to conduct
      business in compliance with all applicable laws, rules and regulations. Further,
      it is our policy to conduct business with integrity. We make this commitment
      to
      our customers, to our partners, to our shareholders, to our community, to those
      government agencies that regulate the Company, and to ourselves.




Each
      Company employee, officer and director, as well as agents and contractors
      working on behalf of the Company, must work to comply with the policies set
      forth in this Code of Ethics and Conduct (the “Code”). All employees, officers
      and directors should review this Code and make sure that these policies guide
      their actions. Because of the complex and changing nature of legal requirements,
      each member of the Company must be constantly vigilant to ensure that their
      conduct complies with the Code. If any employee, officer or director becomes
      aware of an issue of legal compliance which is not adequately addressed in
      this
      Code, you should notify your supervisor or the Chief Financial Officer.




The
      Company takes compliance with laws, regulations, rules and the Code seriously.
      Any violation of such will result in disciplinary action. Such action may
      include an oral or written warning, disciplinary probation, suspension,
      reduction in salary, demotion, or dismissal from employment. These disciplinary
      actions also may apply to an employee’s supervisor who directs or approves the
      employee’s improper actions or is aware of those actions, but does not act
      appropriately to correct them or fails to exercise appropriate
      supervision.




If
      a
      question arises as to whether any action complies with the Company policies
      or
      applicable law, an employee, officer or director should present that question
      directly to the Company’s compliance officer (the “Compliance Officer”). The
      Compliance Officer’s telephone number (the “Compliance Line”) is ( 772 )
      231-7544. The Compliance Officer may also be contacted at the following e-mail
      address: kevin.keating@justconnect.net .  Concerns
      about violations of any part of this Code made to the telephone number may
      be
      made anonymously. **** Any
      calls, detailed notes and/or emails will be dealt with confidentially. Simply
      ask your question or give any information you may have. In raising an issue,
      you
      may remain anonymous, although you are encouraged to identify yourself. Should
      you choose to identify yourself, your identity will be kept confidential to
      the
      extent feasible or permissible under the law. All employees, officers and
      directors and agents of the Company have the commitment of the Company and
      of
      the Audit Committee of the Company’s Board of Directors that they will be
      protected from retaliation . However,
      the Company reserves the right to discipline anyone who knowingly makes a false
      accusation, provides false information to the Company or has acted
      improperly. **** Failure
      to report known or suspected wrongdoing of which any member of the Company
      has
      knowledge may, by itself, subject that person to disciplinary
      action.




This
      Code
      highlights important legal principles with which employees, officers and
      directors and agents are expected to be familiar. The fact that this Code does
      not specifically reference other applicable laws (some of which may be covered
      in other the Company policies), does not diminish their importance or
      application.


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          2 -


2.Compliance
      with the Law




The
      Company seeks to comply with all applicable government laws, rules and
      regulations. We need the cooperation of all employees, officers and directors
      to
      do so and to bring lapses or violations to light. While some regulatory schemes
      may not carry criminal penalties, they control the licenses and certifications
      that allow the Company to conduct its business. The Company’s continued ability
      to operate depends upon your help for compliance.




**3.**  **Stocks**




Because
      our stock may become a publicly traded security, certain activities of the
      Company are subject to certain provisions of the federal securities laws. These
      laws govern the dissemination or use of information about the affairs of the
      Company or its subsidiaries or affiliates, and other information which might
      be
      of interest to persons considering the purchase or sale of our stock. Violations
      of the federal securities laws could subject you and the Company to stiff
      criminal and civil penalties. Accordingly, the Company does not sanction and
      will not tolerate any conduct that risks a violation of these laws.




**a.**  **Disclosure
      of Transactions in Company’s Securities**




The
      Securities and Exchange Commission (“SEC”) requires continuing disclosure of
      transactions in the Company’s publicly traded securities by the Company, its
      directors, officers, major shareholders and other affiliated persons. We are
      committed to complying with obligations related this disclosure.




**b.**  **Insider
      Trading**




It
      is
      illegal for any person, either personally or on behalf of others, (i) to buy
      or
      sell securities while in possession of material nonpublic information, or (ii)
      to communicate (to “tip”) material nonpublic information to another person who
      trades in the securities on the basis of the information or who in turn passes
      the information on to someone who trades. All directors, officers, employees
      and
      temporary insiders, such as accountants and lawyers, must comply with these
      “insider trading” restrictions.




**4.**  **Confidential
      Information**




You
      may
      be entrusted with the Company’s confidential business information. You are
      required to safeguard and use such information only for the Company’s purposes.
      Confidential information includes all non-public information that might be
      of
      use to competitors, or harmful to the Company or its customers, if disclosed.
      You are expected to maintain the confidentiality of any and all such information
      entrusted to you by the Company or our customers or partners. Examples of
      confidential business information include, but are not limited to: the Company’s
      trade secrets, business trends, information on clinical trial results, the
      status of regulatory approvals for our product candidates, product development
      programs, detailed sales and cost figures, new product or marketing plans,
      research and development ideas or information, manufacturing or drug discovery
      processes, and information about potential collaborations, joint ventures,
      acquisitions, divestitures and investments. Failure to observe this duty of
      confidentiality may compromise our competitive advantage over competitors and
      may additionally result in a violation of securities, antitrust or employment
      laws. It may also violate agreements providing for the protection of such
      confidential information the Company has entered into with third parties. You
      should not discuss confidential Company information outside the Company, even
      with your own family.




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          3 -




The
      business purpose of the Company is to seek the acquisition of, or merger with,
      an existing company. As a result, confidentiality becomes a particularly
      sensitive matter once negotiations have commenced and/or when the Company enters
      into a letter of intent concerning any target business. The Company’s business
      information and all related and ancillary documents contain information that
      is
      of a confidential nature which therefore must be treated in a confidential
      manner. You may not, directly or indirectly, disclose or permit affiliates
      or
      representatives to disclose any of such information to any other person or
      reproduce such information in whole or in part, without the prior written
      consent of the Company.




At
      any
      time prior to a potential merger transaction, the lack of public trading does
      not in any way effect your obligation and responsibility to maintain all
      information as highly confidential. You may also possess sensitive, privileged
      information about our partners. These parties properly expect that this
      information will be kept confidential. The Company takes very seriously any
      violation of a partner’s confidentiality and will not tolerate such conduct.




**5.**  **Special
      Ethical Obligations for Employees with Public Reporting
      Responsibilities**




We
      are
      also committed to carrying out all continuing disclosure obligations in a full,
      fair, accurate, timely and understandable manner. Depending on their position
      with the Company, employees, officers or directors 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.




Employees,
      officers and directors should promptly report to the Compliance Officer any
      conduct that the individual believes to be a violation of law or business ethics
      or of any provision of the Code, including any transaction or relationship
      that
      reasonably could be expected to give rise to such a conflict. Violations,
      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.




**6.**  **Continuing
      Disclosure Obligations and Accuracy of Business
      Records**




In
      order
      to support all our disclosure obligations, it is our policy to record and report
      our factual information honestly and accurately. Failure to do so is a grave
      offense and will subject an individual to severe discipline by the Company,
      as
      well as possible criminal and civil penalties.




Compliance
      with established accounting procedures, the Company’s system of internal and
      disclosure controls and generally accepted accounting principles are necessary
      at all times. In order to achieve such compliance, the Company’s records, books
      and documents must accurately reflect the transactions and provide a full
      account of the Company’s assets, liabilities, revenues and expenses. Knowingly
      entering inaccurate or fraudulent information into the Company’s accounting
      system is unacceptable and may be illegal. Any individual that has knowledge
      that an entry or process is false and material are expected to consult the
      Compliance Officer. In addition, it is the responsibility of each member of
      the
      Company to give their cooperation to the Company’s authorized internal and
      external auditors.




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          4 -


Every
      individual should also be aware that almost all business records of the Company
      may become subject to public disclosure in the course of litigation or
      governmental investigation. Records are also often obtained by outside parties
      or the media. Employees should therefore attempt to be as clear, concise,
      truthful and accurate as possible when recording any information. They must
      refrain from making legal conclusions or commenting on legal positions taken
      by
      the Company or others. They must also avoid exaggeration, colorful language,
      and
      derogatory characterizations of people and their motives. The Company will
      not
      tolerate any conduct that creates an inaccurate impression of the Company’s
      business operations.




**7.**  **Protection
      and Proper Use of Company Assets**




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.




**a.**  **Computers,
      the Internet and Email**




Everyone
      who works with the Company’s computer-based resources is responsible for their
      appropriate use and protection from theft, damage or loss. Employees should
      take
      care to understand the risks and protect and ensure that the security features
      of the computer-based resources are not compromised. Information created,
      transmitted or accessed on Company networks is Company property and the Company
      reserves the right to monitor or restrict access to it.




Computer
      software used in connection with the Company’s business must be properly
      licensed and used only in accordance with that license. Using unlicensed
      software could constitute copyright infringement. If an employee has any
      questions as to whether his or her use of computer software is licensed, he
      or
      she should consult with the Company’s Information Technology
      Department.




The
      same
      level of care should be taken when using the Company’s e-mail, internet and
      voice mail systems as is used in written documents. For example, confidential
      information about the Company should not be disclosed on electronic bulletin
      boards, in chat rooms or posted on an internet website.




**8.**  **Corporate
      Opportunities**




Employees,
      officers and directors are prohibited from (a) taking for yourself personally
      opportunities that you discover through the use of Company property, information
      or position, (b) using Company property, information or position for personal
      gain, and (c) competing with the Company. An employee, officer or director
      owes
      a duty to the Company to advance its legitimate interests when the opportunity
      to do so arises.




**9.**  **Fair
      Dealing**




Employees,
      officers and directors should endeavor to deal fairly with the Company’s
      customers, partners, suppliers, competitors and employees. You should not take
      unfair advantage of anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts, or any other
      unfair-dealing practices.




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          5 -


**10.**  **Conflicts
      of Interest**




The
      Company employees, officers and directors should avoid all potential conflicts
      of interest or situations that give the appearance of such conflict of interest.
      A conflict of interest occurs when the private interest of a the Company
      employee (or an immediate family or household member or someone with whom you
      have an intimate relationship) interferes, in any way -- or even appears to
      interfere -- with the duties performed by the Company employee or with the
      interests of the Company as a whole. A conflict situation can arise when an
      employee, officer or director takes actions or has interests that may make
      it
      difficult to perform his or her work objectively and effectively. A conflict
      of
      interest may 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 of special concern.




There
      may
      be a conflict of interest between our management and our non-management
      stockholders. **** A
      conflict of interest creates the risk that management may have an incentive
      to
      act adversely to the interests of other investors. A conflict of interest may
      arise between our management's personal pecuniary interest and its fiduciary
      duty to our stockholders. Further, our management's own pecuniary interest
      may
      at some point compromise its fiduciary duty to our stockholders. In addition,
      the Company’s officers and directors are currently involved with other publicly
      held, non-trading companies and conflicts in the pursuit of business
      combinations with such other companies with which they and other members of
      our
      management are, and may be the future be, affiliated with may arise. Our
      officers and directors therefore should use the utmost care to ensure they
      use
      their best efforts to comply with the obligations set forth above.





**11.**  **Gifts,
      Meals and Entertainment**




**a.**  **Entertainment
      and Gifts**




The
      Company recognizes that in some instances, gifts and entertainment can provide
      an entirely appropriate means of furthering a business relationship. However,
      no
      employee, officer or director should accept or provide gifts of more than $100
      in connection with their business dealings. The offer or receipt of any such
      gift over $100 should be reported immediately to the Compliance Officer. Normal
      business courtesies involving no more than ordinary amenities (such as lunch,
      dinner, a spectator event, or a golf game) are permitted, as are token non-cash
      gifts of nominal value. The guiding principle and spirit of this code is that
      no
      gift, favor or entertainment, whether a single event or a pattern of behavior,
      should be accepted or provided if it will obligate, or appear to obligate,
      the
      recipient. If you are uncertain about the propriety of a gift, you should
      contact the Compliance Officer for guidance.




**b.**  **Relationships
      with Government Personnel**




Separate
      and more stringent gift, meals, and entertainment rules apply to dealings with
      government officials. Federal and state anti-kickback laws prohibit the Company
      and its representatives from knowingly and willfully offering, paying,
      requesting, or receiving any money or other benefit, directly or indirectly,
      in
      return for obtaining or rewarding favorable treatment in connection with the
      award of a government contract. Any employee who becomes aware of any such
      conduct should immediately report it to the Compliance Officer.




The
      anti-kickback laws must be considered whenever something of value is given
      or
      received by the Company or its representatives or affiliates that is in any
      way
      connected to work performed for the government. There are many transactions
      that
      may violate the anti-kickback rules. As a result, no one acting on behalf of
      the
      Company may offer or accept gifts, loans, rebates, services, or payment of
      any
      kind to or from government suppliers and vendors without first consulting the
      Compliance Officer.




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          6 -




**c.**  **Business
      Dealings in Foreign Countries**




Federal
      law prohibits U.S. companies, and those acting on their behalf, from bribing
      foreign officials to obtain or retain business. Foreign officials include
      officers and employees of a foreign government or of a foreign governmental
      department or agency. Indirect payments including those to agents or third
      parties with the knowledge that at least a portion of the payment will be given
      to a foreign official for an illegal purpose are prohibited. The Company will
      not tolerate any conduct that violates this law.




**12.**  **Interacting
      with the Government**




We
      are
      committed to being a “good corporate citizen” and the Company values its good
      relations with local, state, federal and foreign governments.




The
      Company’s policy is to deal honestly and fairly with government representatives
      and agents and to comply with valid and reasonable governmental requests and
      processes. Be truthful and straightforward in your dealings with governmental
      representatives and do not direct or encourage another Company employee (or
      someone else) to provide false or misleading information to any government
      agent
      or representative. Do not direct or encourage anyone to destroy records relevant
      to a fact-finding process.




In
      recent
      years certain foreign governments have sought to restrict opportunities for
      local companies to become public trading companies in the United States,
      including through the reverse merger process, which may be a manner in which
      we
      complete a business combination with such a foreign enterprise.





The
      foregoing obligations are important in the face of these additional restrictions
      and our employees, officers and directors are strongly encouraged to work with
      capable representatives to assist in assuring that all transactions with foreign
      companies fully comply with local law.





**13.**  **Privacy
      and Employee Relations******




Even
      though an employee’s non-work-related activities outside of the Company are
      considered personal business, employees should always remember that they are
      a
      representative of the Company. All employees, officers and directors should
      review the Company’s policies regarding diversity, discrimination, workplace
      harassment (including sexual harassment), health and safety and related
      matters .




**14.**  **Market
      Competition**




The
      Company is committed to complying with all state and federal antitrust laws.
      The
      purpose of the antitrust laws is to preserve the competitive free enterprise
      system. The antitrust laws in the United States are founded on the belief that
      the public interest is best served by vigorous competition, free from collusive
      agreements among competitors on price or service terms. The antitrust laws
      help
      preserve the country’s economic, political, and social institutions; the Company
      is firmly committed to the philosophy underlying those laws.


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          7 -




While
      the
      antitrust laws clearly prohibit most agreements to fix prices, divide markets,
      and boycott, they also proscribe conduct that is found to restrain competition
      unreasonably. This can include, depending on the facts and circumstances
      involved, certain attempts to tie or bundle services together, certain
      exclusionary activities, and certain agreements that have the effect of harming
      a competitor or unlawfully raising prices. Any questions that arise in this
      area
      should be addressed to the Compliance Officer.




**15.**  **Purchasing**




Purchasing
      decisions must be made in accordance with applicable Company policy. In
      addition, the prohibitions discussed in Section 11 of this Code, entitled
“Gifts, Meals and Entertainment” apply to purchasing decisions made on behalf of
      the Company. Purchasing decisions must in all instances be made free from any
      conflicts of interest that could affect the outcome. The Company is committed
      to
      a fair and objective procurement system which results in the acquisition of
      quality goods and services for the Company at a fair price.




**16.**  **Political
      Contributions**




The
      Company believes that our democratic form of government benefits from citizens
      who are politically active. For this reason, the Company encourages each of
      its
      employees to participate in civic and political activities in his or her own
      way.




The
      Company’s direct political activities are, however, limited by law. Corporations
      may not make any contributions -- whether direct or indirect -- to candidates
      for federal office. Thus, the Company may not contribute any money or products,
      or lend the use of vehicles, equipment, or facilities, to candidates for federal
      office. Nor may the Company make contributions to political action committees
      that make contributions to candidates for federal office. Neither the Company,
      nor supervisory personnel within the Company, may require any employees to
      make
      any such contribution. Finally, the Company cannot reimburse its employees
      for
      any money they contribute to political candidates or campaigns.




Many
      state laws also limit the extent to which corporations and individuals may
      contribute to political candidates. Any question about the propriety of
      political activity or contribution should be directed to the Compliance
      Officer.




**17.**  **Exports
      and Imports**




There
      are
      many U.S. laws governing international trade and commerce which serve to limit
      the export of certain products to certain countries. The Company is committed
      to
      complying with those laws. Under no circumstances will the Company make sales
      contrary to U.S. export laws. Because these regulations are complicated and
      change periodically, employees and agents seeking to make a sale to a customer
      in a foreign country must first confirm the legal trade status of that country.
      If an employee or agent is uncertain about whether a foreign sale complies
      with
      U.S. export laws, he or she must contact the Compliance Officer for guidance.
      The Company employees and agents should be aware that there are also many U.S.
      laws that govern the import of items into the United States. Among other things,
      these laws control what can be imported into the United States, how the articles
      should be marked, and the amount of duty to be paid. The Company complies with
      all U.S. import laws. If an employee or agent is uncertain about whether a
      transaction involving the importation of items into the United States complies
      with these laws, he or she must contact the Compliance Officer for
      guidance.


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          8 -




**18.**  **Media/Public
      Relations and Governmental Inquiries**




When
      the
      Company provides information to the news media, securities analysts and
      stockholders, it has an obligation to do so accurately and completely. In order
      to ensure that the Company complies with its obligations, employees receiving
      inquiries regarding the Company’s activities, results, plans or position on
      public issues should refer the request to the Company’s Chief Executive Officer,
      Chief Financial Officer, or the designated corporate spokesperson. The Company
      employees may not speak publicly for the Company unless specifically authorized
      by senior management.




Although
      unlikely, a government representative may seek to interview an employee
      regarding the Company’s business activities or an employee’s work at the
      Company. If an employee is contacted by a government agent or representative
      and
      asked to provide information, contact the Compliance Officer at ( 772 )
      231-7544.




Occasionally,
      someone will arrive unexpectedly or a government representative may seek to
      inspect Company property. If this happens, an employee should immediately notify
      his or her manager or supervisor and contact the Compliance Officer at
      ( 772 )
      231-7544.




**19.**  **Response
      to Investigations or Government Inquiries**




Numerous
      state and federal agencies have broad legal authority to investigate the Company
      and review its records. The Company will comply with subpoenas and respond
      to
      governmental investigations as required by law. The Compliance Officer is
      responsible for coordinating the Company’s response to investigations and the
      release of any information.




If
      an
      employee or officer receives an investigative demand, subpoena, or search
      warrant involving the Company, it should be brought immediately to the
      Compliance Officer. No documents should be released or copied without
      authorization from the Compliance Officer or the Company’s legal counsel. If an
      investigator, agent or government auditor comes to the Company’s corporate
      headquarters, the Chief Executive Officer should be contacted immediately.
      In
      the absence of the Chief Executive Officer, contact the Company’s Compliance
      Officer. Ask the investigator to wait until the contacted individual arrives
      before reviewing any documents or conducting any interviews. The Compliance
      Officer, his designee, or the Company’s legal counsel is responsible for
      assisting with any interviews. If the Company’s employees are approached by
      government investigators and agents while they are away from the Company’s
      premises and asked to discuss Company affairs, the employee has the right to
      insist on being interviewed during business hours with a supervisor or counsel
      present. Alternatively, any employee may choose to be interviewed or not to
      be
      interviewed at all. The Company recognizes the choice of how to proceed in
      these
      circumstances is left entirely to the employee. If an employee chooses to speak
      with government personnel, it is essential that the employee be truthful.
      Questions may be directed to the Compliance Officer.




The
      Company employees are not permitted to alter, remove, or destroy documents
      or
      records of the Company except in accordance with regular document retention
      and
      destruction practices.


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          9 -


**20.**  **Document
      Retention Policy**




The
      Company has a document retention policy in place to provide reasonable and
      consistent standards and procedures for the retention and disposal of accounting
      and financial documents and that provide a routine business practice of
      maintaining records for a predetermined period of time.




**21.**  **Amendments
      and Waivers**




This
      Code
      applies to all the Company employees, officers and directors and will be
      distributed to each new employee, officer and director upon commencement of
      his
      or her employment or other relationship with the Company. The Company reserves
      the right to amend, alter or terminate this Code at any time for any reason.
      There shall be no substantive amendment or waiver of any part of the Code
      affecting the directors, senior financial officers, or executive officers,
      except by a vote of the Board of Directors, which will ascertain whether an
      amendment or waiver is appropriate and ensure that the amendment or waiver
      is
      accompanied by appropriate controls designed to protect the Company.




In
      the
      event that any substantive amendment is made or any waiver is granted, the
      waiver will disclosed as required by law or regulations of the NASDAQ National
      Market.




This
      document is not an employment contract between the Company and any of its
      employees, officers or directors.




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          10 -


**EMPLOYEE
      CERTIFICATION AND AGREEMENT OF COMPLIANCE**




I
      certify
      that I have read the Company’s “Corporate Code of Ethics and Conduct” (the
“Code”) and fully understand the obligations set forth in that
      document.





The
      Code
      includes a statement of the Company’s policies, which are designed to ensure
      that the Company and its employees conduct the Company’s business in compliance
      with all federal and state laws governing its operations and the conduct is
      consistent with the highest standards of business and professional ethics.





I
      understand that the Code obligates all employees to carry out their duties
      for
      the Company in accordance with these policies and with applicable laws. I
      further understand that any violation of these policies or applicable laws,
      or
      any deviation from appropriate ethical standards, will subject an employee
      to
      disciplinary action. Indeed, I understand that even a failure to report such
      a
      violation or deviation may, by itself, subject an employee to disciplinary
      action.





I
      am also
      aware that in the event that I have any question about whether an action
      complies with the Company’s policies or applicable law, I should present that
      question to my supervisor or, if appropriate, directly to the Company’s
      Compliance Officer.





With
      these understandings of my obligations, I agree to act in accordance with the
      Company policies set forth in the Code. Having read the Code, I am not currently
      aware of any matter that should be brought to the attention of Compliance
      personnel as a violation or suspected violation of this Code.





Signed:Print
                Name:Date:




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          11 -