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                                                                      Exhibit 14


                             APOGEE TECHNOLOGY, INC.

                      CORPORATE CODE OF CONDUCT AND ETHICS


                                    FOREWORD

         This Corporate Code of Conduct and Ethics, referred to as the "Code,"
is intended to provide our associates, as defined below, with a clear
understanding of the principles of business conduct and ethics that are expected
of them. The standards set forth in the Code apply to us all. Every associate of
the company must acknowledge his or her review of and agreement to comply with
the Code as a condition of his or her relationship with the company. The term
"associate" means every full and part-time employee of the company, its sales
offices and its subsidiaries, all members of the company's senior management,
including the company's Chief Executive Officer, Chief Financial Officer and
Chief Operating Officer, and every member of the company's Board of Directors,
even if such member is not employed by the company.

         Many of the standards outlined on the following pages will be familiar,
for they reflect the fundamental values of fairness and integrity that are a
part of our daily lives. Applying these standards to our business lives is an
extension of the values by which we are known as individuals and by which we
want to be known as a company.

         It is our responsibility to conduct ourselves in an ethical business
manner and also to ensure that others do the same. If any one of us violates
these standards, he or she can expect a disciplinary response, up to and
including termination of any employment or other relationship with the company,
and possibly other legal action. If any breach of the Code is known to you, you
are obligated to report violations to the Corporate Compliance Officer or any
member of the Compliance Committee, described in more detail below. By doing so,
we ensure that the good faith efforts of all of us to comply with the Code are
not undermined.

         The ultimate responsibility for maintaining our Code rests with each of
us. As individuals of personal integrity, we can do no less than to behave in a
way that will continue to bring credit to ourselves and our company.

         While it is impossible for this Code to describe every situation that
may arise, the standards explained in this Code are guidelines that should
govern our conduct at all times. If you are confronted with situations not
covered by this Code, or have questions regarding the matters that are addressed
in the Code, you are urged to consult with the Corporate Compliance Officer or a
member of the Compliance Committee.

         The provisions of the Code regarding the actions the company will take
are guidelines which the company intends to follow. There may be circumstances,
however, that in the company's judgment require different measures or actions
and in such cases it may act accordingly while still attempting to fulfill the
principles underlying this Code.



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                                Table of Contents

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                                                                                          Page
<S>                                                                                       <C>
 I.     IMPLEMENTATION OF THE CODE..........................................................3
 II.    GENERAL REQUIREMENTS................................................................4
 III.   CONFLICTS OF INTEREST...............................................................4
 IV.    PROTECTION AND PROPER USE OF COMPANY ASSETS.........................................5
   A.           Proper Use of Company Property..............................................5
   B.           Confidential Information....................................................6
   C.           Accurate Records and Reporting..............................................6
   D.           Document Retention..........................................................7
   E.           Corporate Advances..........................................................7
 V.     FAIR DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND ASSOCIATES.................7
   A.           Giving Gifts................................................................7
   B.           Receiving Gifts.............................................................8
   C.           Unfair Competition..........................................................8
   D.           Antitrust Concerns..........................................................8
   E.           Unfair Practices in International Business.................................10
 VI.    GOVERNMENT RELATIONS...............................................................10
   A.           Government Procurement.....................................................10
   B.           Payments to Officials......................................................11
   C.           Political Contributions....................................................11
 VII.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS........................................11
   A.           Insider Trading Policy.....................................................11
   B.           Equal Employment Opportunity...............................................11
   C.           Sexual Harassment Policy...................................................12
   D.           Health, Safety & Environment Laws..........................................12
 VIII.  REPORTING VIOLATIONS UNDER THE CODE: NON-RETALIATION POLICY........................12
 IX.    QUESTIONS UNDER THE CODE AND WAIVER PROCEDURES.....................................13
 X.     FREQUENTLY ASKED QUESTIONS AND ANSWERS.............................................13

 APPENDIX

 ASSOCIATE'S AGREEMENT TO COMPLY...........................................................15
</TABLE>


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I.   IMPLEMENTATION OF THE CODE

     The following questions and answers address the company's implementation of
the Code. The company has attempted to design procedures that ensure maximum
confidentiality and, most importantly, freedom from the fear of retaliation for
complying with and reporting violations under the Code.

Q:   WHO IS RESPONSIBLE FOR ADMINISTERING, UPDATING AND ENFORCING THE CODE?

A:   The company's Board of Directors has appointed a Corporate Compliance
Officer and a Compliance Committee to administer, update and enforce the Code.
Ultimately, the Board of Directors of the company must ensure that the Corporate
Compliance Officer and the Compliance Committee fulfill their responsibilities.

     The Corporate Compliance Officer has overall responsibility for overseeing
the implementation of the Code. Specific responsibilities of the position are
to:

     o    Develop the Code based on legal requirements, regulations and ethical
          considerations that are raised in the company's operations;

     o    Ensure that the Code is distributed to all associates and that all
          associates acknowledge the principles of the Code;

     o    Implement a training program around the Code;

     o    Audit and assess compliance success with the Code;

     o    Serve as a point person for reporting violations and asking questions
          under the Code; and

     o    Revise and update the Code to respond to detected violations and
          changes in the law.

     The Compliance Committee is comprised of the CORPORATE COMPLIANCE OFFICER,
A REPRESENTATIVE FROM THE HUMAN RESOURCES DEPARTMENT AND A REPRESENTATIVE FROM
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. The primary responsibilities of
the Compliance Committee are to:

     o    Assist the Corporate Compliance Officer in developing and updating the
          Code;

     o    Develop internal procedures to monitor and audit compliance with the
          Code;

     o    Serve as point persons for reporting violations and asking questions
          under the Code;

     o    Set up a mechanism for anonymous reporting of suspected violations of
          the Code by associates and refer, when appropriate, such reports to
          the Audit Committee;

     o    Conduct internal investigations, with the assistance of counsel, of
          suspected compliance violations;

     o    Evaluate disciplinary action for associates who violate the Code;

     o    In the case of more severe violations of the Code, make
          recommendations regarding disciplinary action to the Board of
          Directors or a committee thereof; and

     o    Evaluate the effectiveness of the Code and improve the Code.

     The Compliance Committee will provide a summary of all matters considered
under the Code to the Board of Directors or a committee thereof at each regular
meeting thereof, or sooner if warranted by the severity of the matter. All
proceedings and the identity of the person reporting will be kept confidential
to the extent required by applicable law.

Q:   HOW CAN I CONTACT THE CORPORATE COMPLIANCE OFFICER AND THE COMPLIANCE
COMMITTEE?

A:   The names and phone numbers of the Corporate Compliance Officer and each
member of the Compliance Committee are listed below. Any one of these
individuals can assist you in answering questions or reporting violations or
suspected violations under the Code.


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<TABLE>
<S>                                                          <C>

------------------------------------------------------------------------------------------------
HERBERT M. STEIN, PRESIDENT, TREASURER, CHIEF EXECUTIVE      781/551-9450
OFFICER AND CHAIRMAN OF THE BOARD
Corporate Compliance Officer
------------------------------------------------------------------------------------------------
ANNETTE JAYNES, CONTROLLER                                   781/551-9450
Compliance Committee Member
------------------------------------------------------------------------------------------------
ALAN W. TUCK, DIRECTOR                                       781/551-9450
Compliance Committee Member
------------------------------------------------------------------------------------------------
</TABLE>


II.  GENERAL REQUIREMENTS

     To be honest, fair, and accountable in all business dealings and
obligations, and to ensure:

     o    the ethical handling of conflicts of interest between personal and
          professional relationships;

     o    full, fair, accurate, timely and understandable disclosure in the
          reports required to be filed by the company with the Securities and
          Exchange Commission and in other public communications made by the
          company; and

     o    compliance with applicable governmental laws, rules and regulations.


III. CONFLICTS OF INTEREST

     Associates should avoid any situation that may involve, or even appear to
involve, a conflict between their personal interests and the interests of the
company. In dealings with current or potential customers, suppliers,
contractors, and competitors, each associate should act in the best interests of
the company to the exclusion of personal advantage. For purposes of this
section, a "significant" amount or interest shall be deemed to be any amount in
excess of $5,000. Associates are prohibited from any of the following activities
which could represent an actual or perceived conflict of interest:

     o    No associate or immediate family member of an associate shall have a
          significant financial interest in, or obligation to, any outside
          enterprise which does or seeks to do business with the company or
          which is an actual or potential competitor of the company, without
          prior approval of the Compliance Committee, or in the case of
          executive officers or members of the Board of Directors, the full
          Board of Directors or a committee thereof.

     o    No associate shall conduct a significant amount of business on the
          company's behalf with an outside enterprise which does or seeks to do
          business with the company if an immediate family member of the
          associate is a principal or officer of such enterprise, or an employee
          of such enterprise who will play a significant role in the business
          done or to be done between the company and such enterprise, without
          prior approval of the Compliance Committee, or in the case of
          executive officers or members of the Board of Directors, the full
          Board of Directors or a committee thereof.

     o    No executive officer or employee, or an immediate family member of an
          executive officer or an employee, shall serve as a director, officer
          or in any other management or consulting capacity of any actual
          competitor of the company.


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     o    No director, or an immediate family member of a director, shall serve
          as a director, officer or in any other management or consulting
          capacity of any actual competitor of the company, without the prior
          approval of the full Board of Directors or a committee thereof.

     o    No associate shall use any company property or information or his or
          her position at the company for his or her personal gain.

     o    No associate shall engage in activities that are directly competitive
          with those in which the company is engaged.

     o    No associate shall divert a business opportunity from the company to
          such individual's own benefit. If an associate becomes aware of an
          opportunity to acquire or profit from a business opportunity or
          investment in which the company is or may become involved or in which
          the company may have an existing interest, the associate should
          disclose the relevant facts to the Corporate Compliance Officer or a
          member of the Compliance Committee. The associate may proceed to take
          advantage of such opportunity only if the company is unwilling or
          unable to take advantage of such opportunity as notified in writing by
          the Compliance Committee.

     o    No associate or immediate family member of an associate shall receive
          any loan or advance from the company, or be the beneficiary of a
          guarantee by the company of a loan or advance from a third party,
          except for customary advances or corporate credit in the ordinary
          course of business or approved by the Compliance Committee. Please see
          Section IV.E. below, "Corporate Advances", for more information on
          permitted corporate advances.

     In addition, the Audit Committee of the Board of Directors will review and
approve all related-party transactions, as required by the Securities and
Exchange Commission, The American Stock Exchange or any other regulatory body to
which the company is subject.

     Each associate should make prompt and full disclosure in writing to the
Corporate Compliance Officer or a member of the Compliance Committee of any
situation that may involve a conflict of interest. Failure to disclose any
actual or perceived conflict of interest is a violation of the Code.

IV.  PROTECTION AND PROPER USE OF COMPANY ASSETS AND ASSETS ENTRUSTED TO IT

     Proper protection and use of company assets and assets entrusted to it by
others, including proprietary information, is a fundamental responsibility of
each associate of the company. Associates must comply with security programs to
safeguard such assets against unauthorized use or removal, as well as against
loss by criminal act or breach of trust. The provisions hereof relating to
protection of the Company's property also apply to property of others entrusted
to it (including proprietary and confidential information).

     A. PROPER USE OF COMPANY PROPERTY

     The removal from the company's facilities of the company's property is
prohibited, unless authorized by the company. This applies to furnishings,
equipment, and supplies, as well as property created or obtained by the company
for its exclusive use - such as client lists, files, personnel information,
reference materials and reports, computer software, data processing programs and
data bases. Neither originals nor copies of these materials may be removed from
the company's premises or used for purposes other than the company's business
without prior written authorization from the Compliance Committee. The company's
products and services are its property; contributions made by any associate to
their development and implementation are the company's property and remain the
company's property even if the individual's employment or directorship
terminates.


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     Each associate has an obligation to use the time for which he or she
receives compensation from the company productively. Work hours should be
devoted to activities directly related to the company's business.

     B. CONFIDENTIAL INFORMATION

     The company provides its associates with confidential information relating
to the company and its business with the understanding that such information is
to be held in confidence and not communicated to anyone who is not authorized to
see it, except as may be required by law. The types of information that each
associate must safeguard include (but are not limited to) the company's plans
and business strategy, unannounced products and/or contracts, sales data,
significant projects, customer and supplier lists, patents, patent applications,
trade secrets, trademarks, manufacturing techniques and sensitive financial
information, whether in electronic or conventional format. These are costly,
valuable resources developed for the exclusive benefit of the company. No
associate shall disclose the company's confidential information to an
unauthorized third party or use the company's confidential information for his
or her own personal benefit.

     C. ACCURATE RECORDS AND REPORTING

     Under law, the company is required to keep books, records and accounts that
accurately and fairly reflect all transactions, dispositions of assets and other
events that are the subject of specific regulatory record keeping requirements,
including generally accepted accounting principles and other applicable rules,
regulations and criteria for preparing financial statements and for preparing
periodic reports filed with the Securities and Exchange Commission. All company
reports, accounting records, sales reports, expense accounts, invoices, purchase
orders, and other documents must accurately and clearly represent the relevant
facts and the true nature of transactions. Reports and other documents should
state all material facts of a transaction and not omit any information that
would be relevant in interpreting such report or document. Under no circumstance
may there be any unrecorded liability or fund of the company, regardless of the
purposes for which the liability or fund may have been intended, or any improper
or inaccurate entry knowingly made on the books or records of the company. No
payment on behalf of the company may be approved or made with the intention,
understanding or awareness that any part of the payment is to be used for any
purpose other than that described by the documentation supporting the payment.
In addition, intentional accounting misclassifications (e.g., expense versus
capital) and improper acceleration or deferral of expenses or revenues are
unacceptable reporting practices that are expressly prohibited.

     The company has developed and maintains a system of internal controls to
provide reasonable assurance that transactions are executed in accordance with
management's authorization, are properly recorded and posted, and are in
compliance with regulatory requirements. The system of internal controls within
the company includes policies and procedures, budgetary controls, supervisory
review and monitoring, and various other checks and balances, and safeguards
such as password protection to access certain computer systems.

     The company has also developed and maintains a set of disclosure controls
and procedures to ensure that all of the information required to be disclosed by
the company in the reports that it files or submits under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the Securities and Exchange Commission's rules and forms.

     Associates are expected to be familiar with, and to adhere strictly to,
these internal controls and disclosure controls and procedures.

     Responsibility for compliance with these internal controls and disclosure
controls and procedures rests not solely with the company's accounting
personnel, but with all associates involved in approving transactions, supplying
documentation for transactions, and recording, processing, summarizing and
reporting of transactions and other information required by periodic reports
filed with the Securities and Exchange Commission. Because the integrity of the
company's external reports to shareholders and the Securities and


                                       6
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Exchange Commission depends on the integrity of the company's internal reports
and record-keeping, all associates must adhere to the highest standards of care
with respect to our internal records and reporting. The company is committed to
full, fair, accurate, timely, and understandable disclosure in the periodic
reports required to be filed by it with the Securities and Exchange Commission,
and it expects each associate to work diligently towards that goal.

     Any associate who believes the company's books and records are not in
accord with these requirements should immediately report the matter to the
Corporate Compliance Officer or a member of the Compliance Committee. The
company has adopted explicit non-retaliation policies with respect to these
matters, as described in Section VIII below.

     D. DOCUMENT RETENTION

     Numerous federal and state statutes require the proper retention of many
categories of records and documents that are commonly maintained by companies.
In consideration of those legal requirements and the company's business needs,
all associates must maintain records in accordance with the company's policy.

     In addition, any record, in paper or electronic format, relevant to a
threatened, anticipated or actual internal or external inquiry, investigation,
matter or lawsuit may not be discarded, concealed, falsified, altered, or
otherwise made unavailable, once an associate has become aware of the existence
of such threatened, anticipated or actual internal or external inquiry,
investigation, matter or lawsuit.

     When in doubt regarding retention of any record, an associate must not
discard or alter the record in question and should seek guidance from the
Corporate Compliance Officer or a member of the Compliance Committee. Associates
should also direct all questions regarding our document retention policy and
related procedures to the Corporate Compliance Officer or a member of the
Compliance Committee.

     E. CORPORATE ADVANCES

     Under law, the company may not loan money to associates except in limited
circumstances. It shall be a violation of the Code for any associate to advance
company funds to any other associate or to himself or herself except for usual
and customary business advances for legitimate corporate purposes which are
approved by a supervisor or pursuant to a corporate credit card for usual and
customary, legitimate business purposes. It is the company's policy that any
advance to an associate over $5,000 be approved in advance by the Compliance
Committee.

     Company credit cards are to be used only for authorized, legitimate
business purposes. An associate will be responsible for any unauthorized charges
to a company credit card.

V.   FAIR DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND ASSOCIATES

     The company does not seek to gain any advantage through the improper use of
favors or other inducements. Good judgment and moderation must be exercised to
avoid misinterpretation and adverse effect on the reputation of the company or
its associates. Offering, giving, soliciting or receiving any form of bribe to
or from an employee of a customer or supplier to influence that employee's
conduct is strictly prohibited.

     A. GIVING GIFTS

     Cash or cash-equivalent gifts must not be given by an associate to any
person or enterprise. Gifts, favors and entertainment may be given to
non-governmental employees if what is given:

     o    is consistent with customary business practice;


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     o    is not excessive in value and cannot be construed as a bribe or
          pay-off;

     o    is not in violation of applicable law or ethical standards; and

     o    will not embarrass the company or the associate if publicly disclosed.

     See also subsection E below for considerations relating to gifts to foreign
officials and Section VI. B below for considerations relating to gifts to
government employees.

     B. RECEIVING GIFTS

     Gifts, favors, entertainment or other inducements may not be accepted by
associates or members of their immediate families from any person or
organization that does or seeks to do business with, or is a competitor of, the
company, except as common courtesies usually associated with customary business
practices. If the gift is of more than token value, the Compliance Committee
must approve its acceptance.

     An especially strict standard applies when suppliers are involved. If a
gift unduly influences or makes an associate feel obligated to "pay back" the
other party with business, receipt of the gift is unacceptable.

     It is never acceptable to accept a gift in cash or cash equivalent even
gifts of token value must be declined and returned to the sender.

     C. UNFAIR COMPETITION

     Although the free enterprise system is based upon competition, rules have
been imposed stating what can and what cannot be done in a competitive
environment. The following practices can lead to liability for "unfair
competition" and should be avoided. They are violations of the Code.

     DISPARAGEMENT OF COMPETITORS. It is not illegal to point out weaknesses in
a competitor's service, product or operation; however, associates may not spread
false rumors about competitors or make misrepresentations about their
businesses. For example, an associate may not pass on anecdotal or unverified
stories about a competitor's products or services as the absolute truth (e.g.,
the statement that "our competitors' diagnostic testing procedures have poor
quality control").

     DISRUPTING A COMPETITOR'S BUSINESS. This includes bribing a competitor's
employees, posing as prospective customers or using deceptive practices such as
enticing away employees in order to obtain secrets or destroy a competitor's
organization. For example, it is not a valid form of "market research" to visit
a competitor's place of business posing as a customer.

     MISREPRESENTATIONS OF PRICE AND PRODUCT. Lies or misrepresentations about
the nature, quality or character of the company's services and products are both
illegal and contrary to company policy. An associate may only describe our
services and products based on their documented specifications, not based on
anecdote or his or her belief that our specifications are too conservative.

     D. ANTITRUST CONCERNS

     Federal and state antitrust laws are intended to preserve the free
enterprise system by ensuring that competition is the primary regulator of the
economy. Every corporate decision that involves customers, competitors, and
business planning with respect to output, sales and pricing raises antitrust
issues. Compliance with the antitrust laws is in the public interest, in the
interest of the business community at large, and in our company's interest.

     Failing to recognize antitrust risk is costly. Antitrust litigation can be
very expensive and time-consuming. Moreover, violations of the antitrust laws
can, among other things, subject you and the company to the imposition of
injunctions, treble damages, and heavy fines. Criminal penalties may also be
imposed, and individual employees


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can receive heavy fines or even be imprisoned. For this reason, antitrust
compliance should be taken seriously at all levels within the company.

     A primary focus of antitrust laws is on dealings between competitors. In
all interactions with actual or potential competitors all associates must follow
these rules:

     o    Never agree with a competitor or a group of competitors to charge the
          same prices or to use the same pricing methods, to allocate services,
          customers, private or governmental payor contracts or territories
          among yourselves, to boycott or refuse to do business with a provider,
          vendor, payor or any other third party, or to refrain from the sale or
          marketing of, or limit the supply of, particular products or services.

     o    Never discuss past, present, or future prices, pricing policies,
          bundling, discounts or allowances, royalties, terms or conditions of
          sale, costs, choice of customers, territorial markets, production
          quotas, allocation of customers or territories, or bidding on a job
          with a competitor.

     o    Be careful of your conduct. An "agreement" that violates the antitrust
          laws may be not only a written or oral agreement, but also a
          "gentlemen's agreement" or a tacit understanding. Such an "agreement"
          need not be in writing. It can be inferred from conduct, discussions
          or communications of any sort with a representative of a competitor.

     o    Make every output-related decision (pricing, volume, etc.)
          independently, in light of costs and market conditions and competitive
          prices.

     o    Carefully monitor trade association activity. These forums frequently
          create an opportunity for competitors to engage in antitrust
          violations.

     Another focus of antitrust law is how a company deals with customers,
suppliers, contractors and other third parties. The following practices could
raise issues, and associates should always consult with the Corporate Compliance
Officer or the Compliance Committee before doing any of the following:

     o    Refuse to sell to any customers or prospective customer;

     o    Enter into any new distribution or supply agreement which differs in
          any respect from those previously approved;

     o    Condition a sale on the customer's purchasing another product or
          service, or on not purchasing the product of a competitor;

     o    Agree with a customer on a minimum or maximum resale price of our
          products;

     o    Impose restrictions on the geographic area to which our customers may
          resell our products;

     o    Require a supplier to purchase products from the company as a
          condition of purchasing products from that supplier;

     o    Enter into an exclusive dealing arrangement with a supplier or
          customer; or

     o    Offer different prices, terms, services or allowances to different
          customers who compete or whose customers compete in the distribution
          of commodities.


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     If our company has a dominant or potentially dominant position with respect
to a particular product or market, especially rigorous standards of conduct must
be followed. In these circumstances, all associates should:

     o    Consult with the Corporate Compliance Officer or the Compliance
          Committee before selling at unreasonably low prices or engaging in any
          bundling practices; and

     o    Keep the Corporate Compliance Officer or the Compliance Committee
          fully informed of competitive strategies and conditions in any areas
          where the company may have a significant market position.

     Finally, always immediately inform the Corporate Compliance Officer or the
Compliance Committee if local, state or federal law enforcement officials
request information from the company concerning its operations.

     E. UNFAIR PRACTICES IN INTERNATIONAL BUSINESS

     Under the Foreign Corrupt Practices Act ("FCPA"), associates of the company
are prohibited from making certain gifts to foreign officials. "Foreign
officials" include not only persons acting in an official capacity on behalf of
a foreign government, agency, department or instrumentality, but also
representatives of international organizations, foreign political parties and
candidates for foreign public office. The gift is "corrupt" under the FCPA if it
is made for the purpose of:

     o    Influencing any act or decision of a foreign official in his official
          capacity;

     o    Inducing a foreign official to do or omit to do any act in violation
          of his lawful duty;

     o    Inducing a foreign official to use his position to affect any decision
          of the government; or

     o    Inducing a foreign official to secure any "improper advantage."

     A gift is still "corrupt" even when paid through an intermediary. Any
associate who has any questions whatsoever as to whether a particular gift might
be "corrupt" under the FCPA, please contact the Corporate Compliance Officer or
any member of the Compliance Committee.

VI.  GOVERNMENT RELATIONS

     Associates must adhere to the highest standards of ethical conduct in all
relationships with government employees and must not improperly attempt to
influence the actions of any public official.

     A. GOVERNMENT PROCUREMENT

     The U.S. Government and many state and local governments have adopted
comprehensive laws and regulations governing their purchases of products from
private contractors. These laws and regulations are intended to assure that
governmental entities receive pricing, terms, and conditions equivalent to those
granted to the company's most favored commercial customers and that there is
full and open competition in contracting.

     When selling products or services to government procurement agencies, the
company is accountable for complying with all applicable procurement laws,
regulations, and requirements. Certifications to, and


                                       10
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contracts with, government agencies are to be signed by a company associate
authorized by the Board of Directors to sign such documents, based upon
knowledge that all requirements have been fully satisfied.

     B. PAYMENTS TO OFFICIALS

     Payments or gifts shall not be made directly or indirectly to any
government official or associate if the gift or payment is illegal under the
laws of the country having jurisdiction over the transaction, or if it is for
the purpose of influencing or inducing the recipient to do, or omit to do, any
act in violation of his or her lawful duty. Under no circumstances should gifts
be given to employees of the United States Government.

     C. POLITICAL CONTRIBUTIONS

     Company funds, property or services may not be contributed to any political
party or committee, or to any candidate for or holder of any office of any
government. This policy does not preclude, where lawful, company expenditures to
support or oppose public referendum or separate ballot issues, or, where lawful
and when reviewed and approved in advance by the Compliance Committee, the
formation and operation of a political action committee.

VII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     A. INSIDER TRADING POLICY

     The company expressly forbids any associate from trading on material
non-public information or communicating material non-public information to
others in violation of the law. This conduct is frequently referred to as
"insider trading." This policy applies to every associate of the company and
extends to activities both within and outside their duties to the company,
including trading for a personal account.

     The concept of who is an "insider" is broad. It includes officers,
directors and employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a special confidential relationship in the
conduct of a company's affairs and as a result is given access to information
solely for the company's purpose. A temporary insider can include, among others,
a company's investment advisors, agents, attorneys, accountants and lending
institutions, as well as the employees of such organizations. An associate may
also become a temporary insider of ANOTHER COMPANY with which our company has a
contractual relationship, to which it has made a loan, to which it provides
advice or for which it performs other services.

     Trading on inside information is not a basis for liability unless the
information is material. This is information that a reasonable investor would
consider important in making his or her investment decisions, or information
that is likely to have a significant effect on the price of a company's
securities.

     Information is non-public until it has been effectively communicated to the
marketplace. Tangible evidence of such dissemination is the best indication that
the information is public. For example, information found in a report filed with
the Securities and Exchange Commission or appearing in a national newspaper
would be considered public.

     Each associate should be familiar with and abide by the company's Insider
Trading Policy. A copy of this policy is given to all new associates of the
company and is available from the Human Resources Department, the Corporate
Compliance Officer or any member of the Compliance Committee.

     B. EQUAL EMPLOYMENT OPPORTUNITY

     The company makes employment-related decisions without regard to a person's
race, color, religious creed, age, sex, sexual orientation, marital status,
national origin, ancestry, present or past history of mental disorder, mental
retardation, learning disability or physical disability, including, but not
limited to, blindness and genetic


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predisposition, or any other factor unrelated to a person's ability to perform
the person's job. "Employment decisions" generally mean decisions relating to
hiring, recruiting, training, promotions and compensation, but the term may
encompass other employment actions as well.

     The company encourages its associates to bring any problem, complaint or
concern regarding any alleged employment discrimination to the attention of the
Human Resources Department. Associates who have concerns regarding conduct they
believe is discriminatory should also feel free to make any such reports to the
Corporate Compliance Officer or a member of the Compliance Committee.

     C. SEXUAL HARASSMENT POLICY

     The company is committed to maintaining a collegial work environment in
which all individuals are treated with respect and dignity and which is free of
sexual harassment. In keeping with this commitment, the company will not
tolerate sexual harassment of associates by anyone, including any supervisor,
co-worker, vendor, client or customer, whether in the workplace, at assignments
outside the workplace, at company-sponsored social functions or elsewhere.

     Each associate should be familiar with and abide by the company's Sexual
Harassment Policy. A copy of this policy is included in the company's handbook
and is given to all associates of the company. A copy of this handbook is
available from the Human Resources Department, the Corporate Compliance Officer
or any member of the Compliance Committee.

     D. HEALTH, SAFETY & ENVIRONMENT LAWS

     Health, safety, and environmental responsibilities are fundamental to the
company's values. Associates are responsible for ensuring that the company
complies with all provisions of the health, safety, and environmental laws of
the United States and of other countries where the company does business.

     The penalties that can be imposed against the company and its associates
for failure to comply with health, safety, and environmental laws can be
substantial, and include imprisonment and fines.

VIII. REPORTING VIOLATIONS UNDER THE CODE: NON-RETALIATION POLICY

     Any associate of the company having any information or knowledge regarding
the existence of any violation or suspected violation of the Code has a duty to
report the violation or suspected violation to the Corporate Compliance Officer
or any other member of the Compliance Committee. Failure to report suspected or
actual violations is itself a violation of the Code and may subject the
associate to disciplinary action, up to and including termination of employment
or legal action. The Company will keep reports confidential to the fullest
extent required by applicable law.

     Any associate who reports a suspected violation under the Code by the
company, or its agents acting on behalf of the company, to the Corporate
Compliance Officer or any other member of the Compliance Committee, may not be
fired, demoted, reprimanded or otherwise harmed for, or because of, the
reporting of the suspected violation, regardless of whether the suspected
violation involves the associate, the associate's supervisor or senior
management of the company.

     In addition, any associate who reports a suspected violation under the Code
which the associate reasonably believes constitutes a violation of a federal
statute by the company, or its agents acting on behalf of the company, to a
federal regulatory or law enforcement agency, may not be reprimanded,
discharged, demoted, suspended, threatened, harassed or in any manner
discriminated against in the terms and conditions of the associate's employment
for, or because of, the reporting of the suspected violation, regardless of
whether the suspected violation involves the associate, the associate's
supervisor or senior management of the company.


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IX.  QUESTIONS UNDER THE CODE AND WAIVER PROCEDURES

     Associates are encouraged to consult with the Corporate Compliance Officer
and Compliance Committee about any uncertainty or questions they may have under
the Code.

     If any situation should arise where a course of action would likely result
in a violation of the Code but for which the associate thinks that a valid
reason for the course of action exists, the associate should contact the
Corporate Compliance Officer or a member of the Compliance Committee to obtain a
waiver prior to the time the action is taken. No waivers will be granted after
the fact for actions already taken. Except as noted below, the Compliance
Committee will review all the facts surrounding the proposed course of action
and will determine whether a waiver from any policy in the Code should be
granted.

     WAIVER PROCEDURES FOR EXECUTIVE OFFICERS AND DIRECTORS. Waiver requests by
an executive officer or member of the Board of Directors shall be referred by
the Compliance Committee, with its recommendation, to the Board of Directors or
a committee thereof for consideration. If either (i) a majority of the
independent directors on the Board of Directors, or (ii) a committee comprised
solely of independent directors agrees that the waiver should be granted, it
will be granted. The company will disclose the nature and reasons for the waiver
on a Form 8-K to be filed promptly with the Securities and Exchange Commission
or otherwise as required by the Securities and Exchange Commission or The
American Stock Exchange. If the Board denies the request for a waiver, the
waiver will not be granted and the associate may not pursue the intended course
of action.

     IT IS THE COMPANY'S POLICY ONLY TO GRANT WAIVERS FROM THE CODE IN LIMITED
AND COMPELLING CIRCUMSTANCES.

X.   FREQUENTLY ASKED QUESTIONS AND ANSWERS

     The following questions and answers address each associate's obligation to
comply with the Code. The company has attempted to design procedures that ensure
maximum confidentiality and, most importantly, freedom from the fear of
retaliation for complying with and reporting violations under the Code.

Q:   DO I HAVE A DUTY TO REPORT VIOLATIONS UNDER THE CODE?

A:   Yes, participation in the Code and its compliance program is mandatory. You
must immediately report any suspected or actual violation of the Code to the
Corporate Compliance Officer or a member of the Compliance Committee. The
Company will keep reports confidential to the fullest extent required by
applicable law. Failure to report suspected or actual violations is itself a
violation of the Code and may subject you to disciplinary action, up to and
including termination of employment or legal action.

Q:   I'M AFRAID OF BEING FIRED FOR RAISING QUESTIONS OR REPORTING VIOLATIONS
UNDER THE CODE. WILL I BE RISKING MY JOB IF I DO?

A:   The Code contains a clear non-retaliation policy which is located in
Section VIII of the Code, meaning that if you in good faith report a violation
of the Code by the company, or its agents acting on behalf of the company, to
the Corporate Compliance Officer or another member of the Compliance Committee,
the Company will undertake to protect you from being fired, demoted, reprimanded
or otherwise harmed for reporting the violation, even if the violation involves
you, your supervisor, or senior management of the company. The Company will keep
confidential any report you make to the Corporate Compliance Officer or another
member of the Compliance Committee to the extent required by applicable law.

     In addition, if you report a suspected violation under the Code which you
reasonably believe constitutes a violation of a federal statute by the company,
or its agents acting on behalf of the company, to a federal regulatory or law
enforcement agency, you may not be reprimanded, discharged, demoted, suspended,
threatened, harassed or in any manner discriminated against in the terms and
conditions of your employment for reporting the suspected


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violation, regardless of whether the suspected violation involves you, your
supervisor or senior management of the company.

Q:   HOW ARE SUSPECTED VIOLATIONS INVESTIGATED UNDER THE CODE?

A:   When a suspected violation is reported to the Corporate Compliance
Officer or a member of the Compliance Committee, the Corporate Compliance
Officer will gather information about the allegation by interviewing the
associate reporting the suspected violation, the associate who is accused of the
violation and/or any co-workers or associates of the accused associates to
determine if a factual basis for the allegation exists. The reporting
associate's immediate supervisor will not be involved in the investigation if
the reported violation involved that supervisor. The Company will keep the
identity of the reporting associate confidential to the fullest extent required
by applicable law.

     If the report is not substantiated, the reporting associate will be
informed and at that time will be asked for any additional information not
previously communicated. If there is no additional information, the Corporate
Compliance Officer will close the matter as unsubstantiated.

     If the allegation is substantiated, the Compliance Committee will make a
judgment as to the degree of severity of the violation and the appropriate
disciplinary response. In more severe cases, the Compliance Committee will make
a recommendation to the Board of Directors of the company for its approval. The
Board's decision as to disciplinary and corrective action will be final. In the
case of less severe violations, the Corporate Compliance Officer may refer the
violation to the Human Resources Department for appropriate disciplinary action.

     The Compliance Committee shall provide a summary of all matters considered
under the Code to the Board of Directors or a committee thereof at each regular
meeting thereof, or sooner if warranted by the severity of the matter.

Q:   DO I HAVE TO PARTICIPATE IN ANY INVESTIGATION UNDER THE CODE?

A:   Your full cooperation with any pending investigation under the Code is a
condition of your continued relationship with the company. The refusal to
cooperate fully with any investigation is a violation of the Code and grounds
for discipline, up to and including termination.

Q:   WHAT ARE THE CONSEQUENCES OF VIOLATING THE CODE?

A:   As explained above, associates who violate the Code may be subject to
discipline, up to and including termination of employment. Associates who
violate the Code may simultaneously violate federal, state, local or foreign
laws, regulations or policies. Such associates may be subject to prosecution,
imprisonment and fines, and may be required to make reimbursement to the
company, the government or any other person for losses resulting from the
violation. They may be subject to punitive or treble damages depending on the
severity of the violation and applicable law.

Q:   WHAT IF I HAVE QUESTIONS UNDER THE CODE OR WANT TO OBTAIN A WAIVER UNDER
ANY PROVISION OF THE CODE?

A:   The Corporate Compliance Officer and any member of the Compliance
Committee can help answer questions you may have under the Code. Particularly
difficult questions will be answered with input from the Compliance Committee as
a whole. In addition, Section IX of the Code provides information on how you may
obtain a waiver from the Code; waivers will be granted only in very limited
circumstances. You should never pursue a course of action that is unclear under
the Code without first consulting the Corporate Compliance Officer or the
Compliance Committee, and if necessary, obtaining a waiver from the Code.


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APPENDIX

                         ASSOCIATE'S AGREEMENT TO COMPLY

     I have read the Apogee Technology, Inc. Corporate Code of Conduct and
Ethics (the "Code"). I have obtained an interpretation of any provision about
which I had a question. I agree to abide by the provisions of the Code. Based on
my review, I acknowledge that

     _____  To the best of my knowledge, I am not in violation of, or aware of
            any violation by others of, any provision contained in the Code;

            OR

     _____  I have made a full disclosure on the reverse side of this
            acknowledgement of the facts regarding any possible violation of the
            provisions set forth in the Code.

     In addition, I understand that I am required to report any suspected or
actual violation of the Code. I understand that I am required to cooperate fully
with the company in connection with the investigation of any suspected
violation. I understand that my failure to comply with the Code or its
procedures may result in disciplinary action, up to and including termination.


By:                                                Date:
         ------------------------------------           ---------------------
         Name (Please print):
         Department/Location:



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