EXHIBIT 14.1

                             AGU ENTERTAINMENT CORP.

                                    BUSINESS

                                 CODE OF CONDUCT


ISSUED: APRIL 2004



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I. GENERAL STATEMENT OF BUSINESS PHILOSOPHY

The  commitment to excellence is  fundamental  to the philosophy of our Company.
This  commitment  to  excellence  means  that  employees  share a common  set of
objectives and benefit from the achievement of those objectives.

One essential objective is our conviction to uphold ethical standards in all our
corporate  activities.  These standards apply to all the Company's activities in
every  market  that it  serves.  The  purpose  of this  Code  of  Conduct  is to
strengthen  the Company's  ethical  climate and to provide basic  guidelines for
situations  in which  ethical  issues  arise.  We  strive  to do  business  with
customers and suppliers of sound business  character and  reputation.  We do not
knowingly   support   any  public  or  private   organization   which   espouses
discriminatory  policies or  practices.  We expect all our  employees to perform
their work with honesty,  truthfulness  and  integrity.  It is the policy of the
Company to comply  with all  applicable  laws,  including,  without  limitation,
employment,   discrimination,   health,   safety,   antitrust,   securities  and
environmental  laws. No director,  officer,  executive or manager of the Company
has  authority  to violate  any law or to direct  another  employee or any other
person to violate any law on behalf of the Company.

Each  employee  and  non-employee  director of the Company is, and will be held,
responsible  for the  observance  of this Code of Conduct.  If any  employee has
questions about any section of this Code of Conduct, he or she should direct all
questions to his or her  immediate  supervisor,  Human  Resources,  or the Legal
Department. IF AN EMPLOYEE BECOMES AWARE THAT ANOTHER EMPLOYEE HAS VIOLATED THIS
CODE  OF  CONDUCT,  HE OR SHE IS  OBLIGATED  TO  REPORT  IT IN  ACCORDANCE  WITH
PROCEDURES  SET FORTH BELOW.  No one has the  authority to retaliate  against an
employee  who  reports a possible  violation.  Failure to comply with any of the
provisions  of this  Code of  Conduct  subjects  the  employee  to  disciplinary
measures up to and including termination.

II. POLICIES AND PRACTICES

A. CONFLICTS OF INTEREST

A  conflict  of  interest  may  arise in any  situation  in which an  employee's
loyalties are divided  between  business  interests  that,  to some degree,  are
incompatible  with the interests of the Company.  All such  conflicts  should be
avoided.  The Company demands absolute integrity from all its employees and will
not tolerate any conduct that falls short of that standard.  The Company expects
that no employee  will  knowingly  place  himself or herself in a position  that
would have the  appearance  of being,  or could be  construed to be, in conflict
with the interests of the Company. Some of the more sensitive areas of conflicts
of interest and the Company's related guidelines are as follows:

                      1. ACCEPTING GIFTS AND ENTERTAINMENT

The Company's aim is to deter givers of gifts from seeking or receiving  special
favors from Company  employees.  (For guidelines  concerning the giving of gifts
to, or entertainment  of, customers and others by Company  employees,  employees


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are referred to paragraph  F.,  below)  Accepting  any gift of more than nominal
value or entertainment  that is more than a routine social amenity can appear to
be an attempt to influence  the recipient  into favoring a particular  customer,
vendor,  consultant  or the like.  To avoid the  reality and the  appearance  of
improper   relations  with  current  or  prospective   customers,   vendors  and
consultants,  employees  should observe the following  guidelines  when deciding
whether or not to accept gifts or entertainment:

a. Gifts

Gifts such as  merchandise or products,  as well as personal  services or favors
may not be accepted unless they have a value of less than $50. This dollar limit
is intended to serve as a guideline, and employees are urged to consult with the
Legal Department before accepting any gifts of more than nominal value. Gifts of
any amount may never be  solicited.  A gift of cash or  securities  may never be
accepted.

In some  international  business  transactions,  it is customary  and lawful for
business  leaders in a host  country to give gifts to Company  employees.  These
gifts may be of more than nominal  value and under the  circumstances  returning
the  gifts  or  paying  for  them  may be an  affront  to the  giver.  In such a
situation, the gift must be reported to the employee's supervisor.  In all other
instances  where  gifts  cannot be returned  and  offering to pay for them would
adversely  affect  continuing  business   relationships,   supervisors  must  be
notified.  In some cases,  the gift may be retained by the Company,  at its sole
discretion, and not the individual.

b. Entertainment

Normal business entertainment such as lunch, dinner,  theater, a sporting event,
and the like, is  appropriate  if of a reasonable  nature and in the course of a
meeting or another occasion,  the purpose of which is to hold bona fide business
discussions  or to foster  better  business  relations.  All such  entertainment
should be reported  (in  advance,  if  practical)  by the employee to his or her
supervisor.  No employee may accept tickets or invitations to entertainment when
the prospective host will not be present at the event with the employee.

                              2. OUTSIDE ACTIVITIES

It is the policy of the Company  that no employee is to have a  "free-lance"  or
"moonlighting"  activity that will materially  encroach on the time or attention
which should be devoted to the employee's  duties;  adversely affect the quality
of work performed;  compete with the Company's activities;  imply sponsorship or
support by the Company of the outside  employment or organization;  or adversely
affect the good name of the Company.  All free-lance or moonlighting  activities
require the prior written approval of the employee's  supervisor.  Employees who
free-lance  or moonlight  may not use Company time,  facilities,  resources,  or
supplies for such work.


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                        3. INTERESTS IN OTHER BUSINESSES

Unless approved in advance by an employee's supervisor,  neither an employee nor
his or her  spouse,  domestic  partner,  or any other  member of the  employee's
immediate family may directly or indirectly have a financial  interest  (whether
as an investor,  lender, employee or other service provider) in a competitor, or
in a customer  or  supplier if that  employee  or his or her  subordinates  deal
directly or  indirectly  with that  customer or supplier in the course of his or
her job with the Company.

                   4. USE OF COMPANY PROPERTY AND INFORMATION

All  employees  are  responsible  for the proper use of the  Company's  physical
resources  and  property,  as well as its  proprietary  and  other  confidential
information. Unless otherwise prohibited by an employee's supervisor, reasonable
incidental use of a Company telephone, computer or other equipment is permitted.

a. Company Property and Facilities

Company  property,  facilities  or  physical  resources  may  not  be  used  for
solicitation or distribution  activities  which are not related to an employee's
services  to the  Company,  except  for  charitable  activities  that  have been
approved  in writing in advance by the  Company.  Employees  may not solicit any
other employee during working time, nor may employees  distribute  literature in
work areas at any time. Under no circumstances  may an employee disturb the work
of others to solicit or distribute literature to them during their working time.
Persons not employed by the Company may not solicit  Company  employees  for any
purposes  on  Company  premises.

Any employee  found to be engaging in, or  attempting,  theft of any property of
the Company,  including documents,  equipment,  intellectual property,  personal
property of other employees,  cash or any other items of value will be liable to
immediate summary dismissal and possible criminal  proceedings against them. All
employees have a  responsibility  to report any theft or attempted  theft to the
Company's management.

b. Company Proprietary and Other Confidential Information

The Company operates in many different and extremely competitive markets.  Every
employee  should  be  aware  that in any  competitive  environment,  proprietary
information and trade secrets must be safeguarded in the same way that all other
important Company assets are protected. Information concerning pricing, products
and services that are being developed,  and other such trade secrets,  including
information  pertaining to any prospective  Company  acquisition or divestiture,
must be held in the  strictest  confidence,  and  reasonable  prudence  and care
should  be  exercised  in  dealing  with  such  information  in  order  to avoid
inadvertent inappropriate  disclosure.  This information must not be used in any
way other than as required in performing  employment duties. All files,  records
and reports  acquired or created in the course of employment are the property of
the  Company.  Originals  or copies of such  documents  may be removed  from the
Company's  offices for the sole purpose of performing the  employee's  duties to
the Company and must be returned at any time upon request.  Employees  must also
abide  by  the  provisions  of  the  Company's   Confidential   and  Proprietary
Information  Policy. ALL EMPLOYEES OF THE COMPANY MUST EXECUTE A CONFIDENTIALITY
AGREEMENT AT THE TIME EMPLOYMENT COMMENCES.


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c. Trademarks, Service Marks and Copyrights

Trademarks and service marks - words, slogans,  symbols,  logos or other devices
used to  identify  a  particular  source of goods or  services  - are  important
business  tools  and  valuable  assets  which  require  care  in  their  use and
treatment.  No employee may negotiate or enter into any agreement respecting the
Company's trademarks,  service marks or logos without first consulting the Legal
Department.  The Company also  respects the  trademark  rights of others and any
proposed name of a new product,  financial  instrument or service intended to be
sold or rendered to  customers  must be submitted  to the Legal  Department  for
clearance  prior to its  adoption  and use.  Similarly,  using the  trademark or
service mark of another  company,  even one with whom our Company has a business
relationship,  always requires clearance or approval by our Legal Department, to
ensure that the use of that other Company's mark is proper.

Employees must avoid the unauthorized use of copyrighted materials of others and
should confer with the Legal Department if they have any questions regarding the
permissibility of photocopying,  excerpting, electronically copying or otherwise
using copyrighted materials.  In addition,  simply because material is available
for copying, such as matter downloaded from the Internet,  does not mean that it
is automatically  permissible to copy or recirculate (by, for example,  email or
posting to an intranet  facility).  All copies of work that is  authorized to be
made available for ultimate  distribution  to the public,  including all machine
readable  works such as  computer  software,  must bear the  prescribed  form of
copyright notice.

The Company is legally entitled to all rights in ideas,  inventions and works of
authorship  relating to its business that are made by employees during the scope
of their  employment  with the  Company or using the  resources  of the  Company
("Employee Developments").  As a condition of employment, employees are required
to promptly disclose all Employee Ideas to their supervisor,  and to execute the
necessary  documentation to transfer all Employee Developments to our Company to
evidence their ownership, or to obtain legal protection for them.

                        5. COMPANY POLITICAL INVOLVEMENT

Employees are free to exercise the right to make political  contributions within
legal  limits,  unless such a  contribution  is  otherwise  prohibited  by other
policies of the  Company.  The  Company  will not  reimburse  any  employee  for
political  contributions,  and  employees  should  not  attempt  to  receive  or
facilitate such reimbursements.  Generally, no contribution may be made with the
expectation  of  favorable  government  treatment in return.  In any event,  all
contributions, by whoever made, are subject to a series of complex and sometimes
inconsistent  sets of rules  governing,  among other things,  the amount of, and
manner in which,  contributions  may be made.  Any  questions  about  compliance
should be directed to the Legal Department.  In addition, any political activity
or  contribution  by an employee which might appear to constitute an endorsement
or  contribution  by the  Company  must be  approved  in  advance  by the  Legal
Department.


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B. SECURITIES LAWS

Employees  may not trade in (or even  recommend)  Company  stock based on inside
information.  "Insider  trading" is the  purchase  or sale of a publicly  traded
security  while in  possession  of important  non-public  information  about the
issuer of the  security.  Such  information  includes,  for example,  non-public
information on Company earnings, significant gains or losses of business, or the
hiring,  firing or resignation of a Director or Officer of the Company.  Insider
trading, as well as "tipping", which is communicating such information to anyone
who  might  use  it to  purchase  or  sell  securities,  are  prohibited  by the
securities  laws.  When in doubt,  information  obtained  as an  employee of the
Company  should  be  presumed  to be  important  and not  public.  Officers  and
directors  of the  Company are also  prohibited  from  trading in Company  stock
during any period in which participants in the Company's  retirement plans could
not  engage in a  similar  type of  transaction.  Employees  who have  questions
pertaining to the sale or purchase of a security under  circumstances that might
involve  confidential  information  or securities  laws should  consult with the
Legal  Department.  The Legal Department may refer individuals to their personal
attorneys.

C. ANTITRUST LAWS

The federal government, most state governments,  the European Economic Community
and many foreign governments have enacted antitrust or "competition" laws. These
laws  prohibit  "restraints  of  trade",  which  is  certain  conduct  involving
competitors,  customers  or suppliers in the  marketplace.  Their  purpose is to
ensure  that  markets  for  goods  and  services   operate   competitively   and
efficiently, so that customers enjoy the benefit of open competition among their
suppliers and sellers similarly benefit from competition among their purchasers.
In the United States and some other  jurisdictions,  violations of the antitrust
laws can lead to  substantial  civil  liability  - triple  the  actual  economic
damages to a plaintiff.  Moreover,  violations of the  antitrust  laws are often
treated  as  criminal  acts  that  can  result  in  felony  convictions  of both
corporations and individuals.  Strict  compliance with antitrust and competition
laws around the world is essential.  These laws are very complex.  Some types of
conduct are always  illegal  under the  antitrust  laws of the Untied States and
many other countries. Employees and other representatives of the Company must be
alert to avoid even the appearance of such conduct. These are:

                         1. AGREEMENTS WITH COMPETITORS:

*     to set prices or any other economic terms of the sale, purchase or license
      of goods or services,  to use a common method of setting prices, or to set
      any conditions of sale or purchase;

*     on any terms of a bid or whether or not to bid;

*     to  allocate  or limit  customers,  geographic  territories,  products  or
      services, or not to solicit business from each other in one or more ways;


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*     not to do business with (to "boycott") one or more  customers,  suppliers,
      licensors or licensees; and

*     to limit production  volume or research and  development,  to refrain from
      certain types of selling or marketing of goods or services, or to limit or
      standardize the features of products or services.

 2. AGREEMENTS WITH CUSTOMERS OR LICENSEES ON THE MINIMUM RESALE PRICE OR PRICE
          LEVELS (E.G., DISCOUNTS) OF THE COMPANY'S GOODS OR SERVICES.

Other  activities are not absolutely  illegal,  but will be legal in some market
situations  and  illegal  in  others.  Some of these  types of  conduct  involve
agreements  with  third  parties  such  as  competitors,  customers,  suppliers,
licensees or licensors.  Others  involve  unilateral  actions that may result in
claims that the Company has  monopolized  or attempted  to  monopolize a market.
These types of conduct are described below:

*     "Predatory"  pricing, or pricing below some level of cost, with the effect
      of driving at least some competition from the market;

*     Exclusive dealing  arrangements that require customers or licensees not to
      deal in the goods or services of the Company's competitor;

*     Reciprocal purchase agreements that condition the purchase of a product on
      the seller's agreement to buy products from the other party;

*     "Tying" arrangements, in which a seller conditions its agreement to sell a
      product  or  service  that the buyer  wants on the  buyer's  agreement  to
      purchase a second product that the buyer would prefer not to buy or to buy
      elsewhere on better terms;

*     "Bundling"  or market share  discounts in which the final price depends on
      the customer's  purchase of multiple products or on allocating a specified
      percentage of its total purchases to the Company's products;

*     "Price   discrimination,"  or  selling  to  different  purchasers  of  the
      Company's  products at  different  prices or on other  different  economic
      terms of the purchase,  or offering  different  promotional  allowances or
      services in connection with the customer's resale of the products, without
      complying with the specific exceptions permitted under the law; and

*     Agreements  with  customers or  licensees  on the maximum  resale price or
      price levels of the Company's goods or services.

This Code of Conduct is not intended as a comprehensive  review of the antitrust
laws, and is not a substitute  for expert advice.  If any employee has questions
concerning a specific  situation,  he or she should contact the Legal Department
before taking action.

D. INTERNATIONAL OPERATIONS

Laws and customs vary  throughout  the world,  but all employees must uphold the
integrity of the Company in other  nations as  diligently as they would do so in
the United States. When conducting business in other countries, it is imperative
that employees be sensitive to foreign legal requirements and United States laws
that apply to foreign  operations,  including the Foreign Corrupt Practices Act.


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The Foreign  Corrupt  Practices Act generally makes it unlawful to give anything
of value to foreign  government  officials,  foreign  political  parties,  party
officials,  or candidates  for public  office for the purposes of obtaining,  or
retaining,  business  for  the  Company.  Employees  should  contact  the  Legal
Department if they have any questions concerning a specific situation.

E. RELATIONSHIPS WITH PUBLIC OFFICIALS

Some employees do business with federal, state or local government agencies. All
employees  engaged in business with a governmental  body or agency must know and
abide by the  specific  rules and  regulations  covering  relations  with public
agencies.  Such employees  must also conduct  themselves in a manner that avoids
any dealings which might be perceived as attempts to influence  public officials
in the performance of their official duties.

F. BRIBERY, KICKBACK AND FRAUD

No funds or assets of the Company shall be paid,  loaned or otherwise  disbursed
as bribes,  "kickbacks",  or other payments  designed to influence or compromise
the conduct of the  recipient;  and no employee of the Company  shall accept any
funds or other assets (including those provided as preferential treatment to the
employee for  fulfilling  their  responsibilities),  for  assisting in obtaining
business or for securing special concessions from the Company. Company employees
should  conduct  their  business  affairs  in such a manner  that the  Company's
reputation will not be impugned if the details of their dealings should become a
matter of public  discussion.  Employees must not engage in any activity,  which
degrades the reputation or integrity of the Company.

To illustrate the strict ethical  standard the Company expects every employee to
maintain, the following conduct is expressly prohibited:

1. Payment or receipt of money,  gifts,  loans or other favors which may tend to
influence business decisions or compromise independent judgment;

2. Payment or receipt of rebates or  "kickbacks"  for obtaining  business for or
from the Company;

3. Payment of bribes to government officials to obtain favorable rulings; and

4. Any other activity that would  similarly  degrade the reputation or integrity
of the Company.

Any employee found to be receiving, accepting or condoning a bribe, kickback, or
other  unlawful  payment,  or attempting to initiate  such  activities,  will be
liable to  termination  and possible  criminal  proceedings  against  them.  Any
employee  found to be  attempting  fraud or  engaging in fraud will be liable to
termination and possible criminal proceedings against them. All employees have a


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responsibility to report any actual or attempted  bribery,  kickback or fraud to
the Company.

G. SANCTIONS AND TRADE EMBARGOES

The United  States  government  uses economic  sanctions and trade  embargoes to
further various foreign policy and national security objectives.  Employees must
abide by all economic  sanctions or trade  embargoes  that the United States has
adopted,  whether they apply to foreign  countries,  political  organizations or
particular  foreign  individuals  and  entities.  Inquires  regarding  whether a
transaction on behalf of the Company complies with applicable sanction and trade
embargo programs should be referred to the Legal Department.

H. BOOKS AND RECORDS

All employees with supervisory duties should establish and implement appropriate
internal  accounting  controls over all areas of their  responsibility to ensure
the  safeguarding of the assets of the Company and the accuracy of its financial
records  and  reports.  The Company has  adopted  controls  in  accordance  with
internal needs and the  requirements of applicable laws and  regulations.  These
established  accounting  practices and procedures must be followed to assure the
complete and accurate  recording of all  transactions.  All staff,  within their
areas of responsibility, are expected to adhere to these procedures, as directed
by appropriate  Company  officers.  Any accounting  adjustments  that materially
depart  from GAAP must be approved by the audit  committee  and  reported to the
Company's  independent  auditors.  In addition,  all material  off-balance-sheet
transactions,  arrangements and obligations,  contingent or otherwise, and other
relationships of the Company with unconsolidated  entities or other persons that
may have material current or future effects on the financial condition,  changes
in financial condition, results of operations,  liquidity, capital expenditures,
capital  resources or  significant  components  of revenues or expenses  must be
disclosed to the audit  committee and the  Company's  independent  auditors.  No
employee or  non-employee  director  may  interfere  with or seek to  improperly
influence,  directly or  indirectly,  the  auditing of the  Company's  financial
records.  Violation of these provisions shall result in disciplinary  action, up
to and including  termination,  and may also subject the violator to substantial
civil and criminal liability.

IF AN EMPLOYEE BECOMES AWARE OF ANY IMPROPER  TRANSACTION OR ACCOUNTING PRACTICE
CONCERNING  THE  RESOURCES  OF THE COMPANY,  HE OR SHE SHOULD  REPORT THE MATTER
IMMEDIATELY  TO HIS OR HER  SUPERVISOR  OR TO A MEMBER OF THE  AUDIT  COMMITTEE.
EMPLOYEES  MAY ALSO  FILE A  CONFIDENTIAL,  ANONYMOUS  COMPLAINT  WITH THE LEGAL
DEPARTMENT  IF  THEY  HAVE  INFORMATION  REGARDING  QUESTIONABLE  ACCOUNTING  OR
AUDITING  MATTERS.  THERE WILL BE NO RETALIATION  AGAINST EMPLOYEES WHO DISCLOSE
QUESTIONABLE ACCOUNTING OR AUDITING MATTERS.

I. EMPLOYMENT POLICIES

The  Company  is  committed  to  fostering  a  work  environment  in  which  all
individuals  are treated  with respect and dignity.  Each  individual  should be
permitted to work in a business-like  atmosphere that promotes equal  employment


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opportunities  and prohibits  discriminatory  practices,  including  harassment.
Therefore,  the Company  expects  that all  relationships  among  persons in the
workplace  will be  business-like  and  free of  unlawful  bias,  prejudice  and
harassment.  It is the Company's policy to ensure equal  employment  opportunity
without  discrimination  or  harassment  on the basis of race,  color,  national
origin,  religion,  sex, age, disability,  or any other status protected by law.
The Company's  Non-Discrimination Policy and Anti-Harassment Policy is contained
in the  employee  handbook.  It is the  Company's  policy  to  comply  with  all
applicable   wage   and  hour   laws   and   other   statutes   regulating   the
employer-employee  relationship and the workplace environment. To the extent the
Company deals with labor  unions,  it is illegal under federal and state law for
the Company or any of its  employees or agents to pay to or receive  anything of
value from any labor  organization.  No Company  employee may interfere  with or
retaliate  against another  employee who seeks to invoke his or her rights under
the laws  governing  labor  and  employee  relations.  If any  employee  has any
questions  about the laws or  Company  policies  governing  labor  and  employee
relations matters,  he or she should consult the divisional intranet or employee
handbook or contact the Human Resources Department or the Legal Department.
The Company is committed to providing a safe  workplace  for all  employees.  In
addition,  several laws and regulations impose  responsibility on the Company to
safeguard against safety and health hazards. For that reason, and to protect the
safety of themselves and others,  employees and other persons who are present at
Company facilities are required to follow carefully all safety  instructions and
procedures that the Company  adopts.  Questions about possible health and safety
hazards at any Company facility should be directed immediately to the employee's
supervisor.

J. COMPUTER, E-MAIL AND INTERNET POLICIES

Every  employee  is  responsible  for  using  the  Company's   computer  system,
including,  without  limitation,  its  electronic  mail (E-mail)  system and the
Internet (collectively,  the "Computer System"), properly and in accordance with
Company  policies.  The  Company's  Computer  System  Policy is contained in the
employee handbook. Any questions about these policies should be addressed to the
employee's  immediate  supervisor or the Legal  Department.  Employees should be
aware of, among other matters, the following:

                   1. THE COMPUTER SYSTEM IS COMPANY PROPERTY

The computers  that employees are provided or have access to for work and the E-
mail system are the  property of the Company and have been  provided  for use in
conducting Company business. All communications and information  transmitted by,
received from,  created or stored in its Computer System  (whether  through word
processing programs,  E-Mail, the Internet or otherwise) are Company records and
property of the Company.

                          2. NO EXPECTATION OF PRIVACY

The  Company  has the right,  but not the duty,  for any reason and  without the
permission  of any  employee,  to  monitor  any  and all of the  aspects  of its
Computer System, including, without limitation,  reviewing documents created and


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stored on its  Computer  System,  deleting  any  matter  stored  in its  system,
monitoring sites visited by employees on the Internet,  monitoring chat and news
groups,  reviewing  material  downloaded or uploaded by users from the Internet,
and reviewing  E-Mail sent and received by users.  Employees  should not have an
expectation  of privacy in anything they create,  store,  send or receive on the
Computer System.

      3. PROFESSIONAL USE OF COMPUTER SYSTEM REQUIRED; OTHER POLICIES APPLY

Employees  are  reminded to be courteous to other users of the system and always
to conduct  themselves in a professional  manner. The Company's policies against
discrimination and harassment (sexual or otherwise) apply fully to the Company's
Computer  System,  and any violation of those policies is grounds for discipline
up to and including discharge.

           4. OFFENSIVE AND INAPPROPRIATE MATERIAL; ILLEGAL ACTIVITIES

Company policies prohibit using the Company's Computer System to send or receive
messages or files that are illegal,  sexually  explicit,  abusive,  offensive or
profane.

                                5. SOLICITATIONS

The  Company's  Computer  System may not be used to  solicit  for  religious  or
political  causes,  commercial  enterprises,  outside  organizations,  or  other
activities not related to an employee's services to the Company.

                          6. COPYRIGHTS AND TRADEMARKS

The  Company's  Computer  System  may not be used to send  (upload)  or  receive
(download)   copyrighted   materials,   trade  secrets,   proprietary  financial
information, or similar materials.

K. DOCUMENT RETENTION

The space  available  for the  storage of Company  documents,  both on paper and
electronic,  is  limited  and  expensive.   Therefore,  periodic  discarding  of
documents is necessary.  On the other hand,  there are legal  requirements  that
certain records be retained for specific  periods of time.  Before  disposing of
documents,  employees  should  consult the  Company  Records  Retention  Policy.
Employees  who are unsure  about the need to keep  particular  documents  should
consult  with  their  supervisor,  so  that a  judgment  can be  made  as to the
likelihood that the documents will be needed.

Whenever  it becomes  apparent  that  documents  of any type will be required in
connection  with a lawsuit or government  investigation,  all possibly  relevant
documents should be preserved,  and ordinary disposal or alteration of documents
pertaining  to the  subjects  of  the  litigation  or  investigation  should  be
immediately  suspended.  If an employee is uncertain whether documents under his
or her control  should be  preserved  because  they might relate to a lawsuit or
investigation, he or she should contact the Legal Department.

L. FORMER GOVERNMENT EMPLOYEES

Many laws  restrict the hiring as an employee or retaining as a consultant  of a
government employee other than secretarial,  clerical, or other low salary grade
employees.  These restrictions also cover informal  arrangements for prospective
employment under certain  circumstances.  Therefore,  written  clearance must be


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<PAGE>


obtained from the Legal Department  before discussing  proposed  employment with
any  current  government  employee  and before  hiring or  retaining  any former
government employee who left the government within the past two years.

III. COMPLIANCE WITH THE CODE OF CONDUCT

All  employees  have a  responsibility  to  understand  and  follow  the Code of
Conduct.  In addition,  all  employees  are expected to perform  their work with
honesty and  integrity  in any areas not  specifically  addressed by the Code of
Conduct.  A  violation  of this  Code  of  Conduct  may  result  in  appropriate
disciplinary action including the possible  termination from employment with the
Company, without additional warning.

The Company strongly  encourages  dialogue among employees and their supervisors
to make everyone aware of situations that give rise to ethical  questions and to
articulate  acceptable  ways of handling  those  situations.  In addition,  each
officer and  supervisory  employee of the Company has an  obligation to annually
certify  that he or she has read and  reviewed  this Code of Conduct with his or
her  subordinates,  and every employee must certify that he or she has read this
Code of Conduct and to the best of his or her  knowledge is in  compliance  with
all its provisions.

The Code of Conduct  reflects  general  principles to guide  employees in making
ethical  decisions  and cannot and is not  intended  to address  every  specific
situation.  As such,  nothing in this Code of Conduct prohibits or restricts the
Company  from  taking  any  disciplinary  action on any  matters  pertaining  to
employee conduct,  whether or not they are expressly discussed in this document.
The Code of Conduct is not intended to create any expressed or implied  contract
with any  employee  or third  party.  In  particular,  nothing in this  document
creates any  employment  contract  between the Company and any of its employees.
The Board of Directors of our Company has the exclusive  responsibility  for the
final interpretation of the Code of Conduct. The Code of Conduct may be revised,
changed or amended at any time by the Board of Directors of our Company.

IV. REPORTING SUSPECTED NON-COMPLIANCE

A. GENERAL POLICY:

As part of its commitment to ethical and legal conduct,  the Company expects its
employees  to bring to the  attention  of the  Legal  Department,  or any of the
people he or she designates, information about suspected violations of this Code
of  Conduct  or of law by any  Company  employee  or agent.  Employees  who have
information about suspected improper accounting or auditing matters should bring
it to the attention of their supervisors and/or a member of the audit committee,
or submit an anonymous  complaint.  Employees  are required to come forward with
any  such  information,  without  regard  to the  identity  or  position  of the
suspected  offender.  The Company will treat the  information  in a confidential
manner (consistent with appropriate  evaluation and investigation) and will seek
to ensure  that no acts of  retribution  or  retaliation  will be taken  against
anyone for making a report.  Because  failure to report  criminal  activity  can
itself be  understood  to condone the crime,  we  emphasize  the  importance  of
reporting.  Failure to report knowledge of wrongdoing may result in disciplinary
action against those who fail to report.


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<PAGE>


B. COMPLAINT PROCEDURE

Notification of Complaint - Information  about known or suspected  violations by
any  employee  or agent  should be  reported  promptly.  Whenever  practical  an
employee should do so in writing.
Investigation  - Reports  of  violations  will be  investigated  under the Legal
Department's supervision, as he or she finds appropriate. Employees are expected
to cooperate in the investigation of reported violations.
Confidentiality  - The Legal  Department  will not, to the extent  practical and
appropriate  under the  circumstances  to protect  the  privacy  of the  persons
involved,  disclose the identity of anyone who reports a suspected  violation or
who participates in the investigation.  Employees should be aware that the Legal
Department,  and those  assisting  him or her are  obligated  to act in the best
interests of the Company, and do not act as personal  representatives or lawyers
for employees.  Protection Against Retaliation - Retaliation in any form against
an individual who reports a violation of this Code of Conduct or of law, even if
the  report is  mistaken,  or who  assists  in the  investigation  of a reported
violation,  is itself a serious  violation of this policy.  Acts of  retaliation
should be reported immediately and will be disciplined appropriately.
* * *

Please indicate that you have received, read and will abide by this statement of
policy by signing your name and dating the attached acknowledgment and returning
it promptly to your supervisor.

                                 ACKNOWLEDGMENT

I certify that I have  received and read and that I will abide by the  Company's
Code of Conduct distributed to me on _________ ____, 2002.

--------------------------------
(signature)

--------------------------------
(print your name)

Date: ___________________________



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