Exhibit
10.19





											
	 		company
policy		number 0001
	 		    
    

LEGAL
AND ETHICAL CONDUCT		    
eff. date 19 Jan 2005
replaces     30 Sept 2003
 page            1 of
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PURPOSE

At CPI, the Chief
Executive Officer and senior executives are responsible for setting
standards of business ethics and overseeing compliance with these
standards. It is the individual responsibility of each employee,
consultant and agent of CPI and its subsidiaries to comply with these
standards. This Code is not the exclusive source of guidance and
information about CPI’s expectations, but it serves as the basis
for other company policies and guidelines as defined in the Company
Policy Manual.

APPLICATION AND
COMPLIANCE

CPI's Code of Legal and Ethical Conduct
is applicable to all employees, consultants and agents of CPI and its
subsidiaries. The terms ‘‘CPI’’ and the
‘‘Company’’ include CPI and each of its
functions, Divisions, operations, and/or subsidiaries. Managers at all
levels are expected to foster the highest standard of ethical conduct
and to ensure adherence to company policies and practices and to teach
by example the exercise of sound and mature judgment in all business
relationships. They are also responsible for maintaining a workplace
environment which encourages and supports frank and open communication
among employees and with management. Questions as to the requirements
of this policy or specific applicable statutes or regulations should be
raised with your team leader, supervisor, manager, Division President
or Corporate Officer. Any request by an employee (other than a senior
executive) for a waiver of any provision of this Code must be in
writing and addressed to the employee’s Division President or a
Corporate Officer. Any request by a senior executive (CEO, CFO or COO)
for a waiver of any provision of this Code must be in writing and
addressed to CPI's Board of
Directors.

Responsibility for compliance with this policy
rests with each employee. The unqualified recognition on the part of
all employees of this responsibility is fundamental to CPI's
compliance program. Conduct not complying with both the letter and the
spirit of the requirements set forth in this Code of Legal and Ethical
Conduct and other company policies may be grounds for disciplinary
action, which in serious cases may include dismissal.

REPORTING
VIOLATIONS

If an employee observes possible illegal or
unethical behavior or other behavior that is in violation of this Code,
it should be reported promptly to any member of management. If
necessary, an employee will be provided with access to CPI’s
outside legal counsel. It is CPI’s policy that the employee will
not suffer adverse action for honestly raising an ethical or legal
concern. Reporting on an anonymous basis is available by calling the
CPI Open Line at (650) 846-3200 from an outside line.

GENERAL
POLICY

CPI’s founding tenet and continuing policy
is to comply fully with all laws governing its operations, and to honor
the highest legal and ethical standards in the conduct of its business.
This Code means not only observing the law, but also conducting
CPI's business in a manner that identifies CPI as an ethical and
law-abiding enterprise, alert to all the responsibilities of good
corporate citizenship. The spirit of this Code requires CPI employees
to maintain the highest degree of integrity with shareholders,
employees, customers, suppliers, local communities, governments at all
levels, and the general public. Each section of this Code covers areas
in which employees have responsibilities to CPI:












											
	    
    
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POLICY		number
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	• 	Rules
for Business Courtesies


		
	• 	Conflicts of
Interest


		
	• 	Recording and Reporting
Information


		
	• 	Marketing Guidelines


		
	• 	Insider Trading


RULES FOR BUSINESS
COURTESIES

The conduct of CPI’s employees and
consultants in their business relationships with others involves
important responsibilities. Friendly relations with organizations with
which CPI does business are desirable. Such relationships, however,
must be guided by high standards of personal conduct and integrity.
Favoritism, preferential treatment, and unethical business practices
must be avoided. Employees and consultants must also avoid any conduct
that might be misinterpreted by others or that might provide any basis
for questioning propriety.

These rules relating to the
acceptance or granting of business courtesies, social amenities, gifts,
or favors are applicable to all employees and consultants in their
relationships with employees and representatives (and their families)
of organizations with which CPI has a business relationship. An
organization with which CPI ‘‘has a business
relationship’’ includes organizations with which CPI
competes or does business, and ones which actively seek to do business
with CPI. Expenses incurred not meeting the criteria of this company
policy are not reimbursable by the Company.

No employee
may, directly or indirectly, accept from or provide to any employee or
representative of any organization with which CPI has a business
relationship any gift or favor other than an ordinary business courtesy
or social amenity. Any such courtesy or amenity must not be in
violation of any statute or regulation, must not create the appearance
of impropriety or improper influence, must only be offered or accepted
in the ordinary course of business, and must not be frequent, lavish,
or extravagant. No employee may solicit any gift or
favor.

This policy is also applicable to relationships
relating to U.S. Government business. However, you must, in addition,
comply with the special rules in CPI's Government Business Policy
Manual for relationships with employees and representatives of (1) the
U.S. Government, (2) U.S. Government prime contractors and higher tier
subcontractors, and (3) vendors and subcontractors of CPI under U.S.
Government contracts and subcontracts. These rules are based upon
strict statutes and regulations. Business courtesies not complying with
these rules may be viewed as unlawful by U.S. Government authorities,
and may result in penalties and/or cancellation or termination for
default of any related U.S. Government contracts.

States
have similar statutes which are applicable to state and local
government agencies and departments, and their contractors. Many
federal, state and local government agencies and departments have
adopted standards of conduct with respect to business courtesies. You
must comply with these statutes and standards of conduct as well.

Particular care must be exercised where it might appear
either that CPI expects something in return, or that an attempt is
being made to secure an unfair advantage. This includes situations
where the recipient is faced with a pending significant decision
affecting the Company, or where the recipient has the ability to
directly influence a pending significant decision affecting the
Company.












											
	    
    
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CONFLICTS OF
INTEREST

CPI expects its employees to devote their best
efforts and attention to the conduct of its business affairs and the
performance of their jobs. Employees are expected to use good judgment,
to adhere to the highest legal and ethical standards, and to avoid
situations that present an actual or potential conflict between the
employee's personal interests and CPI's interests. A
conflict of interest exists when the employee's loyalties or
activities are or could be divided between CPI's interests and
those of him, her or another business entity. Both the fact and the
appearance of a conflict of interest should be
avoided.

Any employee who is involved in a transaction,
activity or relationship that constitutes or could reasonably
constitute a conflict of interest must disclose the matter to his or
her manager. Certain situations, as detailed below, require that
approval of the activity be obtained upon entering employment with CPI,
or prior to engaging in the activity if the employee is already
employed with CPI.

Failure to adhere to the provisions of
this policy will result in disciplinary action up to and including
termination of employment. When in doubt as to whether a conflict of
interest exists or might occur regarding a particular transaction,
activity or relationship, the employee should disclose the details to
his or her manager, Human Resources Manager, or Division President. Any
CPI manager receiving such details concerning a potential conflict of
interest shall disclose these details to the Division Human Resources
manager and the Division President or to a CPI Corporate Officer. Final
approval authority in this matter rests with the Division President or
a CPI Corporate Officer, who may elect to consult with outside counsel
in complex situations.

The following provisions describe
particular conflict of interest situations for which approval by a CPI
Division President or Corporate Officer is required. This is intended
to be a representative listing only and is neither all-inclusive nor
descriptive of all possible conflict of interest situations requiring
CPI's approval.

		
	1. 	Other Employment or
Associations


No employee can accept other
employment or consult with another business enterprise that competes
with CPI or engages in the sale or purchase of products or services
with CPI. Any employee who desires to engage in any outside employment
(including self-employment) or consulting must disclose the facts of
this work to his or her team leader, supervisor, manager, and Human
Resources Manager for approval in advance. It is CPI's policy to
withhold permission for consulting or other employment
if:

			
		a. 	Additional effort or a work
schedule is involved with the other employment or consulting that would
interfere with or reduce the productivity of the employee's work
at CPI in any way.


			
		b. 	The other
employment is with a competitor or potential competitor of CPI, or with
a person or company that could, in any way, be construed as being
interested in obtaining or capable of using trade secrets or any
information that is proprietary to
CPI.


			
		c. 	The other employment or
consulting involves the selling or leasing of products or services or
of any interest in property or assets of any kind to
CPI.


			
		d. 	The employee's
association with CPI plays any part in the other
activity.


No employee may accept or retain a
directorship of any commercial business enterprise regardless of its
business relationship with CPI without the prior notification and
approval of CPI’s senior management or, where deemed
appropriate, CPI’s Board of Directors.












											
	    
    
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	2. 	Financial
Interests


Potential conflicts of interest can
develop if employees or members of their immediate families have
significant financial interests in organizations with which CPI has a
business relationship.

Certain financial interests
present such a potential for conflict of interest that they may not be
acquired or retained by employees. Other financial interests may be
permissible after review by the Company's
management.

To avoid actual or potential conflicts of
interest, employees are required to report and obtain prior approval
from the employee’s Division President or Corporate Officer for
the following financial
interests:

			
		a. 	Ownership or
acquisition of the right to acquire more than 1% of any class of
securities of any publicly-held company with which CPI has a material
business relationship.


			
		b. 	Any
interest in an organization with which CPI has a business relationship
whose securities or other indications of ownership including, for
example, partnership or proprietor shares, are not publicly held,
whether or not the organization is
incorporated.


			
		c. 	Any interest in any
organization, whether or not publicly held, formed or to be formed by
employees who left CPI less than 12 months before the date of
acquisition of the financial
interest.


			
		d. 	Any interest in any
transaction to which CPI is a party or which it is planned or proposed
that CPI shall become a party.


			
		e. 	Any
financial interest in a non-publicly held organization that is in
competition with CPI.


The required reports must be made
to the employee's Division President or Corporate Officer, as
applicable. New employees will be requested to make a report of any of
the specified interests prior to the date of employment. Reportable
interests that the employee plans to acquire should be reported far
enough in advance to allow adequate time for review.

		
	3. 	Personal Relationships


Any
employee who has a close relationship with someone else (a family
member or close personal friend) who has a significant financial or
employment relationship with a competitor, customer or supplier of CPI
must disclose this information in writing to the employee's Human
Resources manager. In such event, CPI may take such action as it deems
appropriate to avoid an actual or potential conflict of interest
including, without limitation, reassignment or transfer of the
employee.

No employee may be hired, promoted,
transferred or maintained in a position where such aspect of
employee's employment may be directly or indirectly influenced by
a relative or another employee with whom such employee has a close
personal relationship. All supervisor-subordinate relationships must be
free of any favoritism or special treatment and must avoid any actual
or apparent conflict of interest.

RECORDING AND REPORTING
INFORMATION

Employees must record and report all
information accurately and honestly. This includes, for example, time
records, marketing orders, engineering or test results and financial
reports.












											
	    
    
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One report that
many employees use is the expense report. Employees are entitled to
reimbursement for reasonable expenses incurred including expenditures
for business courtesies, social amenities, gifts, and favors meeting
the Rules for Business Courtesies section of this policy. All expense
reports must be accurate, fully supported, and include only expenses
allowable under CPI policies.. Expenditures not reimbursable under
government contracts (such as entertainment and alcoholic beverages)
must be specifically identified.

Under various laws, such
as Securities and Exchange Commission Rules, tax laws or the Foreign
Corrupt Practices Act, CPI is required to maintain books and records
reflecting the Company’s transactions. It is essential that
these books and records are accurate. Employees must ensure that they
do not make false or misleading statements in financial reports,
environmental monitoring reports and other documents submitted to or
maintained for government agencies. CPI’s employees (including
senior management) involved in the preparation of CPI’s public
filings should ensure that these filings contain full, fair, accurate
and understandable disclosure and that they reflect on a timely basis
all material information required to be included in such
filings.

An employee may not commit CPI to undertake any
performance, payment or obligation unless authorized under the
appropriate delegation of authority policies. No employee may engage in
the use of sideletters or ‘‘off-the-books’’
arrangements. An employee must not enter into transactions with
customers, suppliers or other business partners that facilitate
improper revenue recognition, expense treatment or accounting
improprieties.

To ensure the accuracy and integrity of
CPI’s books and records, employees must comply with Generally
Accepted Accounting Principles (GAAP) and are required to follow those
finance policies and procedures as set forth in the CPI
Controller’s Manual.

CPI’s Division
Managers, Controllers, and accounting and finance managers are
responsible for ensuring all financial reports, analyses and other
information for external disclosure is accurate, complete and reported
per GAAP and company policies and procedures.

Dishonest
and inaccurate reporting is strictly prohibited and can lead to civil
or even criminal liability for the employee and/or
CPI.

PROPIETARY INFORMATION OF OTHERS

It is
CPI’s policy to respect the proprietary rights and trade secret
information of others. Employees, consultants, agents and
representatives must ensure that they do not solicit, obtain or receive
any information regarding others in illegal or improper ways.
Proprietary and confidential information belonging to third parties
which has not been disclosed without restriction may be obtained and/or
used only by permission of the owner. Where an employee is uncertain of
the application of these rules, he/she should discuss the situation
with their manager, and, if appropriate, with outside legal
counsel.


Fair
Competition


CPI's policy is to provide the best
possible products and services, and to sell them on their merits while
avoiding deprecation or criticism of competitors, their products or
services. Although truthful description of a competitor's product
or service shortcomings is normally acceptable, if such a description
is not accurate the competitor may have cause to initiate a legal claim
against CPI. An employee must not mislead others with respect to any
specific shortcoming by only providing a part of the relevant
information. CPI employees should stress the advantages of CPI products
and services rather than criticize competitors, their products or their
services. It is acceptable to compare published current
specifications.












											
	    
    
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Antitrust
Constraints


All employees must comply with the
requirements of Company Policy 0999
‘‘Antitrust’’. Since a violation of
antitrust laws can result in serious legal difficulties, CPI marketing,
sales and management personnel must be familiar with the requirements
of this company policy. In general, the antitrust laws forbid
agreements or understandings of any kind, formal or informal, with
competitors or others to fix or control prices, to allocate products,
markets or territories, to boycott certain customers or suppliers, or
to refrain from or limit the manufacture, sale or production of any
product.

In business dealings with outside organizations,
remember that a supplier or customer may also be a competitor. Normal
sales to, purchasing from, and subcontracts with, competitors are to be
expected and are not illegal. Contacts at association meetings,
seminars, etc., are proper and need not be avoided, provided that the
subject matter discussed is appropriate. However, it is unacceptable
and unlawful to discuss or collaborate on such things as prices, plans,
production, or sales territories with competitors. Employees and others
representing CPI must be sensitive at all times to even an appearance
of such activities.

INSIDER TRADING

CPI’s
policy prohibits directors, officers and employees from trading on, or
improperly disclosing or using ‘‘inside’’
information. Inside information is information known to them through
their relationship with or concerning CPI but not known to the
investing public. This policy is intended to protect the reputation of
CPI and its personnel and to help guard them from legal liability.

ANYONE IN DOUBT ABOUT THE APPLICATION OF THIS POLICY MUST
SEEK GUIDANCE BEFORE PROCEEDING.

1.    The Basic
Rule: No Trading on Inside Information


Although CPI
does not currently have any publicly traded common stock, it does have
publicly traded debt (Senior Subordinated Notes) and publicly traded
Senior Preferred Stock. Directors, officers and employees shall not
trade in any of these outstanding issues while in possession of
material, non-public information relating to CPI.

These
constraints also apply (l) to family members and others living in the
same household, and (2) to accounts that are controlled or subject to
the influence of any CPI director, officer or employee, his or her
family members, or others in his or her
household.

Non-public information is
‘‘material’’ if it could reasonably be
expected to affect the price of a company's stocks, bonds or
other securities. Some common examples are material changes in
estimates of future company earnings; a proposed merger, acquisition,
or joint venture; sale of significant assets; changes in senior
management; significant new products or discoveries; impending
liquidity problems; stock offerings or repurchases by the company;
substantial increases or decreases in dividends; significant expansion
or curtailment of operations; or the gain or loss of a substantial
customer or supplier. This list is not intended to be
exhaustive.

2.    Disclosure of Non-Public
Information Is Prohibited


CPI personnel are
prohibited from disclosing to anyone inside or outside the Company any
confidential, non-public information, including technical, proprietary,
or business-sensitive information obtained at or through CPI, except on
a need-to-know basis and where there is no reason to believe that the
information will be misused or improperly
disclosed.

This prohibition applies to all confidential,
non-public technical, proprietary or business-sensitive information,
whether or not it is ‘‘material.’’












											
	    
    
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3.    Blackout
Periods Regarding CPI Securities


All Directors,
Officers, Division Presidents, and other employees who have access to
or assist in compiling company financial data, shall refrain from
trading in CPI securities for four periods each year. Each period
begins with the last business day of each fiscal quarter and ends two
(2) business days after CPI makes public its quarterly operational
results. In addition, other ‘‘blackout
periods’’ may be imposed depending on particular
circumstances.

Specific exceptions may be made when the
applicant does not possess material, non-public information, personal
circumstances warrant the exception, and the exception would not
otherwise contravene the law or the purpose of this policy. Any request
for an exception shall be directed to the Chief Financial
Officer.

4.    Trading After Public
Announcements


Personnel privy to material
information concerning CPI which is the subject of a public
announcement shall refrain from trading in CPI securities for a period
of two (2) business days after the information is made public so as to
allow time for the investing public to receive and absorb
it.












											
	    
    
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CERTIFICATION OF
COMPLIANCE WITH POLICY ON LEGAL
 AND ETHICAL
CONDUCT

It is CPI’s policy that all exempt
employees, plus all management, supervisors, sales, marketing,
procurement and service employees whose positions bring them in
frequent contact with customers or suppliers (‘‘Employees
Requiring Certification’’), comply with company policy
and government business guidance documents. Certain policies and
practices require legal and ethical standards, which are of overriding
importance in the conduct of the company's
business.

To communicate and ensure the application of
these ethical and legal standards, all Employees Requiring
Certification must certify that they have read and are familiar with
these key policies. They must also certify that they understand these
policies contain mandatory legal and ethical standards and practices to
be followed in conducting the company's
business.

Each Corporate Officer, Division President,
Controller, Division Marketing Manager, International and Domestic
Field Sales Manager and others designated by the Chief Executive
Officer (CEO) must provide:

		
	• 	Company Form
1906 annually.


		
	• 	Division certification
forms will be kept in a separate file in the Division's Human
Resources Office. In the case of Corporate Officers, certification
forms will be kept in a separate file in the Corporate Headquarters
Office.


All Employees Requiring Certification must
provide:

		
	• 	Company Form 1909 annually.
Individuals newly hired or promoted to exempt positions must provide
this certification within ten (10) working days of their start
date.


		
	• 	These certification forms are
retained in the employee's personnel file in the appropriate
Human Resources Office


Managers and supervisors must
review Company Policies and expectations on business conduct with newly
hired or promoted Employees Requiring Certification during the initial
orientation or evaluation time period, and periodically, as work
assignments or job duties change.