**Exhibit 14**

 

**ERGO SCIENCE CORPORATIONCODE OF BUSINESS CONDUCT AND ETHICS****Adopted onFebruary 24, 2004**

 

**Purpose**

 

Ergo ScienceCorporation (together with its subsidiaries, the “**Company**”) strives to apply highethical, moral and legal principles in every aspect of business conduct.  This Code of Business Conduct and Ethics(this “**Code**”)describes the Company’s principles and policies regarding the standards ofconduct to be followed by Company employees, independent contractors, agents(collectively, “**Employees**”) anddirectors when acting on the Company’s behalf. In order to maintain the Company’s ethical standards, Employees anddirectors must be committed to using their good sense and best judgment toadhere to the principles and policies contained in this Code at all times.

 

**General Policy**

 

The Companyrequires its Employees and directors to strictly observe all laws, rules andregulations applicable to the Company or the conduct of its business,regardless of where the Company conducts its business.  If a law conflicts with this Code, the lawmust be followed; however, if a local custom or policy conflicts with thisCode, this Code must be followed.  EachEmployee has the personal responsibility to adhere to these standards and applythem in good faith and with reasonable business judgment.  Any Employee who does not adhere to thesestandards is acting outside the scope of his or her employment, agency orindependent contractor relationship.

 

In addition tocomplying with applicable laws and regulations, all Employees should observehigh standards of business and personal ethics when performing assigned dutiesand should perform all assigned duties to the best of their ability.  This requires using honesty and integritywhen dealing with other Employees, the public, the business community,stockholders, customers, suppliers and governmental and regulatoryauthorities.  Employees and directorsmust act in good faith, responsibly, with due care, competence and diligence, withoutmisrepresenting material facts to others or allowing their business judgment onbehalf of the Company to be subordinated to other interests.  Employees and directors should also promotehonest and ethical behavior by others in the work environment.

 

It is impossiblefor this Code to contain specific instructions to fit all situations that mayarise.  The examples of prohibitedconduct contained in this Code are not all-inclusive.  The Company reserves the right to determine if any conduct isunethical or dishonest and prohibited by this Code, whether or not the conductis specifically identified.

 

It is theresponsibility of all Employees and directors to review this Code and to reportany violation or apparent violation in accordance with the section of thisCode entitled “*Reporting Violations of thisCode*.”  Any violation of thisCode that also constitutes a violation of applicable law may result in civil orcriminal prosecution by the Company or an appropriate

 

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governmental authority.  Violationsof this Code may also result in disciplinary action including termination ofthe agency or independent contractor relationship or discharge from employmentwithout severance, separation or similar benefits.  Similar disciplinary measures may apply to any Employee whodirects or approves prohibited activities or has knowledge of them and does notmove promptly to correct or report them.

 

It is a violationof this Code for any Employee or director to retaliate, directly or indirectly,against any other Employee or director who reports a violation in good faith,or to encourage other Employees or directors to so retaliate.

 

**Waivers**

 

Only the Board ofDirectors (the “**Boardof Directors****”)**may grant a waiver of this Code. Persons seeking a waiver should be prepared to disclose all pertinentfacts and circumstances, respond to inquiries for additional information,explain why the waiver is necessary, appropriate, or in the best interest ofthe Company and be willing to comply with any procedures that may be requiredto protect the Company in connection with such a waiver.  If a waiver of this Code is granted for thechief executive officer, principal financial officer, principal accountingofficer, controller, treasurer, any person performing similar functions or anyother person designated by the Company as a “senior financial officer” forpurposes of this Code (the “**Senior Financial Officers**”) or any other executive officeror director, any required public disclosure shall be made promptly inaccordance with applicable legal requirements and stock exchange requirements.

 

**Compliance with Laws, Rules and Regulations**

 

Obeying the lawboth in letter and in spirit is a pillar upon which the Company’s ethicalstandards are built.  Although Employeesand directors of the Company are not expected to know every law that isapplicable to the Company’s business, it is important that Employees anddirectors know enough to ask questions and seek advice from supervisors,managers, lawyers or other appropriate personnel if they have any doubtregarding the legality of any action taken, or not taken, on behalf of theCompany.

 

Trading insecurities of the Company on the basis of material, non-public information isunethical and illegal.  It is alsoillegal to communicate (or “tip”) material, nonpublic information to others whomay trade in securities on the basis of that information.  These illegal activities are commonlyreferred to as “insider trading.” Material information is all information that a reasonable investor wouldconsider important in deciding whether to buy, sell or hold securities.  Examples of types of material informationinclude, but are not limited to:

 

•                                          financialresults for the quarter or the year;

 

•                                          financialforecasts and budgets;

 

•                                          possiblemergers, acquisitions, joint ventures and other purchases and sales ofcompanies and investments in companies;

 

•                                          changesin relationships with significant customers;

 

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•                                          thegain or loss of important contracts;

 

•                                          majorfinancing developments;

 

•                                          seniorpersonnel changes;

 

•                                          majorlitigation developments; and

 

•                                          changesin dividend policies or the declaration of a stock split or the offering orrepurchase of securities;

 

All Employees anddirectors must comply with the Company’s Policy on Insider Trading, whichdiscusses these matters in more detail.

 

Employees anddirectors who **have been notified thatthey** are subject to the Company’s Policy Regarding SpecialTrading Procedures and the Company’s Policy on Compliance with Short-SwingTrading and Reporting Laws must comply with those policies.

 

**Confidentiality**

 

Employees anddirectors shall maintain the confidentiality of information entrusted to themby the Company or its customers and others with whom it does business, exceptwhen an appropriate officer of the Company authorizes disclosure or disclosureis legally mandated.  The obligation topreserve confidential information continues even after employment, agency,independent contractor relationship or a directorship with the Companyends.  Confidential information includesall non-public information that if disclosed might be of use to competitors orharmful to the Company or its customers, and all non-public information that islearned about the Company’s past, present and prospective suppliers, customersand Employees that is not available generally to the public.  Other examples of confidential informationinclude but are not limited to:

 

•                                          allinformation, documents, and computer databases that are obtained or producedduring employment with the Company;

 

•                                          businessstrategies, operations and programs;

 

•                                          listsof customers, clients or prospects;

 

•                                          listsof employees and any records or information regarding employees;

 

•                                          informationregarding litigation in which the Company is involved;

 

•                                          allrecords and files, including computer-generated and/or stored files anddatabases;

 

•                                          tradesecrets;

 

•                                          projectionsof future earnings or losses;

 

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•                                          newsof a pending or proposed merger, acquisition or tender offer;

 

•                                          newsof a significant sale of assets or the disposition of a subsidiary;

 

•                                          changesin dividend policies or the declaration of a stock split or the offering orrepurchase of securities;

 

•                                          changesin senior management;

 

•                                          significantnew products or discoveries;

 

•                                          impendingbankruptcy or financial liquidity problems; and

 

•                                          thegain or loss of a substantial customer, supplier or contract.

 

**Conflicts of Interest**

 

A conflict ofinterest occurs when an individual’s private interests conflict in any way withthe interests of the Company as a whole. This situation can arise when an Employee or director takes an action orhas an interest that may make it difficult, both objectively and effectively,to perform his or her work on behalf of the Company.  Conflicts of interest also arise when an Employee or director, ora member of his or her family or household, receives improper personal benefitsas a result of his or her position in the Company.

 

Employees and directorsmust avoid conflicts between personal interests and the interests of theCompany, or even the appearance of such conflicts.  The appearance of a conflict of interest can often be asdetrimental as a conflict itself. Employees and directors should exercise sound judgment before committingto any activity or participating in any transaction that could potentiallycreate such a conflict of interest.  AnyEmployee or director who becomes aware of a conflict or potential conflictshould bring it to the attention of the appropriate personnel in accordancewith the procedures described in the section of this Code entitled “*Reporting Violations of this Code*.”

 

An important wayto deal with potential conflicts of interest is through advance disclosure tothe Board of Directors or a committee of the Board of Directors.  Prior disclosure does not suggest potentialwrongdoing, but it helps eliminate embarrassing misunderstandings, whileallowing someone not involved in the potential conflict situation to determineobjectively whether the Company’s interests are affected.  An Employee or director should always err onthe side of disclosure when uncertain about whether or not certaincircumstances require disclosure.

 

Because relatedparty transactions create a conflict of interest and the potential for abuse ofa related party’s position within the Company, no Employee or director maydirectly or indirectly enter into any transaction or other business arrangementwith the Company unless the Company and the relevant Employee or directorfollow all applicable approval procedures and other requirements adopted fromtime to time by the Board of Directors.

 

It is almostalways a conflict of interest for an Employee to work simultaneously for acompetitor, customer or supplier.  NoEmployee is permitted to work as a consultant or director

 

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of any competitor without the approval of the Board of Directors.  Employees should also avoid any direct orindirect business connection with the Company’s customers, suppliers orcompetitors, except on the Company’s behalf. No Employee may act on behalf of the Company in any transactioninvolving the Employee, or persons or organizations with which such Employee,or a member of his or her family or household, has any direct or indirectpecuniary interest.  It is a****conflict of interest for an Employee ordirector or his or her immediate family members to own an interest in thebusiness of a supplier, or be a creditor of a supplier, unless the interest isrepresented by a publicly traded security and the Employee or his or herimmediate family member owns no more than 1% of any class of outstandingsecurities of the supplier.

 

Below areimportant factors to consider in order to avoid conflict of interestsituations:

 

•                  *Perception*:  Could the activity or transaction be perceived as a conflict ofinterest or a potential conflict by others, including Employees, directors,customers, vendors, competitors, regulators or the public?  If all the facts of the activity ortransaction were made public, would you or the Company be embarrassed?

 

•                  *Intent*: Is the activity or transaction being offered in an attempt to influenceyour judgment?

 

•                  *Impact*: Will the Company be disadvantaged if you participate in the activity ortransaction?

 

•                  *Objectivity*:  Will participation in the activity or transaction in any wayaffect your ability to be objective with regard to any decision concerning acustomer, Employee or vendor?

 

•                  *Time Consideration*:  Will the time required for the activity ortransaction interfere with your ability to effectively carry out yourresponsibilities at the Company?

 

**Corporate Opportunities**

 

Employees anddirectors of the Company generally owe a duty to the Company to advance itslegitimate interest when the opportunity to do so arises.  Employees and directors are prohibited fromtaking for themselves personally opportunities that are discovered through theuse of corporate property, information, or position, whether the opportunity istaken during their relationship with the Company or after the relationshipterminates (for example, an Employee may not take an opportunity for himself orherself or a future employer if the Employee learned of the opportunity whilewith the Company).  Unless approved bythe Board of Directors, employees are also expected to spend all of theirbusiness time and their entire business focus in pursuit of the Company’sinterests and the creation of stockholder value and may not use Companyproperty, information or position **to further the Employee’s direct or indirect pecuniary interests, forother personal gain** or to compete with the Company.

 

**Gifts**

 

The purpose of businessentertainment and gifts in a commercial setting is to create goodwill and soundworking relationships, not to gain advantage with or give advantage to

 

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customers or suppliers (or any specificindividual employed by customers or suppliers).  No gift or entertainment should ever be offered, given, providedor accepted by any Employee, director or family member of an Employee ordirector unless it: (i) is not a cash gift, (ii) is consistent withcustomary business practices, (iii) is not excessive in value,(iv) cannot be construed as a bribe or payoff and (v) does notviolate any laws or regulations.

 

No Employee ordirector may (i) use a Company supplier, consultant or subcontractor to work onhis or her personal business, or those of related persons, or (ii) pay, offerto pay, or give anything of value to another Employee or director as aninducement or compensation for work-related services.  No bribes, kickbacks or other similar unlawful or improperremuneration will be given by any Employee or director to any person or entityor will be accepted by any Employee or director from any person or entity toobtain or retain business, or for any other reason whatsoever.  No Employee or director will make anyunlawful preferential extension of credit to any other Employee or director, orto any current or prospective customer or any officer, director or principalstockholder of any current or prospective customer.

 

If you receive anoffer of a gift or entertainment that is not explicitly prohibited, you shouldalso consider the following factors prior to making your decision to accept thegift or entertainment:

 

•                  *Reciprocity*:  Are you in a position where you could provide a reciprocal giftor entertainment at the Company’s expense? Is there an expectation that you will reciprocate?  You should consider not only the nature ofthe gift or entertainment being offered, but also the organizational stature ofthe person making the offer.

 

•                  *Pattern*: Is the nature of the gift or entertainment being offered typical for thesize and status of the customer or vendor relationship?  The type of gift or entertainment beingoffered should be customary and appropriate with regard to your jobresponsibilities.

 

**Protection and Proper Use of Company Assets**

 

All Employeesshould protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a directimpact on the financial soundness, integrity and profitability of theCompany.  Company assets may not be usedfor any unlawful or improper purpose. Company assets and equipment should only be used for Company business,although incidental personal use of assets may be permitted in limitedcircumstances contemplated by policies the Company may adopt from time to time.

 

All information,documents, and computer databases that are obtained or produced during anEmployee’s employment with the Company are the property of the Company and maynot be removed from the Company’s premises without authorization.  This information may not be used for theEmployee’s personal benefit or the benefit of any person other than the Companyduring or after an Employee’s employment with the Company.  **Misuse of Company furnishings, equipment, technology (includinginappropriate internet usage), supplies or other assets, or removal of suchassets from Company facilities, is prohibited.**

 

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These policiesapply equally to property created, obtained or copied by or for the benefit ofthe Company (such as customer lists, files, reference materials, reports,computer software, data processing systems, databases and the like).  Neither originals nor copies may be used forpurposes other than Company business. These assets and the tangible contributions an Employee makes to theirdevelopment and implementation, whether directly or indirectly, while employedwithin the Company are the Company’s property, remain Company property even ifthe Employee leaves employment within the Company, and cannot be taken, copiedor destroyed by the Employee following or in contemplation of employmenttermination.

 

**Company Records**

 

All Company books,records, accounts, funds and assets must be maintained to reflect fairly andaccurately the underlying transactions and disposition of Company business inreasonable detail.  Falsifying ordestroying Company books or records**, other than in accordance with any policy the Company may implement fromtime to time regarding document retention,******is a violation of this Code.  Examples of Company books and recordsinclude financial records, records regarding the approval of businesstransactions, applications, resources, medical reports or claims, productionrecords and logs, time and attendance records, expense accounts, purchasingdocuments, shipping and receiving records and any other books or records.

 

The Company hasestablished internal accounting and operating controls to ensure that itsaccounting records and operational procedures are complete, accurate andmaintained in reasonable detail. Employees are expected to maintain and adhere to these controls andpolicies so that all underlying transactions, both within the Company and withthird parties, are properly documented, recorded and reported.  No accounting entries will be recorded thatintentionally conceal, disguise or misrepresent the true nature of anytransaction involving the Company.

 

In this respect,the following guidelines must be followed:

 

•                                          noundisclosed or unrecorded funds or assets should be established for anypurpose;

 

•                                          nofalse or fictitious invoices should be paid or created;

 

•                                          nofalse or artificial entries should be made or misleading reports issued; and

 

•                                          assets,liabilities and contingent liabilities of the Company shall be recognized andreported on the Company’s financial statements (or notes thereto) or in theCompany’s publicly filed documents, all in accordance with the Company’sstandard practices and generally accepted accounting principles (“**GAAP**”).

 

If an Employeebelieves that the Company’s books and records are not being maintained inaccordance with these requirements, the Employee should report the matter inaccordance with the section of this Code entitled “*Reporting Violations of this Code*.”

 

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**Matters Relating to Financial Reporting**

 

Senior FinancialOfficers shall strive to provide full, fair, accurate, timely andunderstandable disclosure in reports and documents that the Company files with,or submits to, the United States Securities and Exchange Commission and inother public communications that the Company makes.

 

**Employee Relations/Non-Discrimination**

 

Each Employee anddirector is expected to follow these important principles:

 

•                                          Respecteach Employee, worker and representative of the Company and its customers,suppliers and contractors as an individual, showing courtesy and considerationand fostering personal dignity.  Membersof the management team will use good judgment and exercise appropriate use oftheir influence and authority in their interactions with other Employees,customers, suppliers, contractors and other stakeholders of the Company.

 

•                                          Refrainfrom misuse of his or her position with the Company, including by pressuringsubordinate Employees for personal purposes.

 

•                                          Committo equal treatment of all Employees, workers, customers, suppliers and contractorsof the Company without regard to race, color, sex, religion, age, nationalorigin, citizenship status, military service or reserve or veteran status,disability or any other factors prohibited by law.

 

•                                          Providea workplace free of harassment of any kind, including on the basis of race,color, sex, religion, age, national origin, citizenship status, militaryservice or reserve or veteran status, sexual orientation, disability or anyother factors prohibited by law.  TheCompany will not tolerate (i) any unwelcomed sexual advances, actions orcomments or (ii) any other verbal or physical conduct in the workplace thatdisrupts or interferes with work performance or which creates an intimidating,hostile or otherwise offensive environment.

 

•                                          Provideand maintain a safe, healthy and orderly workplace that is free of  (1) violent behavior or threats ofviolent behavior, (2) the possession of weapons of any type on theCompany’s premises, (3) the use, distribution, sale or possession of anycontrolled substance except for approved medical purposes and (4) anyotherwise illegal drug.

 

•                                          Assureuniformly fair compensation and benefit practices that will attract, reward andretain quality Employees.

 

**Governmental Affairs and Political Contributions**

 

The Company’sofficial policy concerning all governmental, political and public matters inwhich the Company has an interest will be decided and announced by, orimplemented with

 

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prior approval from, the Board of Directors.  No alteration of or deviation from such official policy will bemade without the prior approval of the Board of Directors.

 

Under nocircumstances shall any activity be authorized or undertaken by an Employee ordirectors that violates the provisions of the Foreign Corrupt Practices Act,federal and state election laws, bribery laws or other applicable domestic orforeign laws.  Generally, the U.S.Foreign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business. It is strictly prohibited to make illegal payments to governmentofficials of any country.

 

In addition, theU.S. government has a number of laws and regulations regarding business giftsor gratuities that may be accepted by U.S. government personnel.  The promise, offer or delivery to anofficial or employee of the U.S. government of a gift, favor or other gratuity inviolation of these rules would not only violate Company policy, but could alsobe a criminal offense.  Most state andlocal governments, as well as foreign governments, have similar rulesrestricting or prohibiting gifts or gratuities to public officials.

 

Federal and moststate and local laws prohibit or restrict corporations from makingcontributions directly or indirectly through the use of their corporate funds,services, property or other resources on behalf of any political party,campaign, candidate for public elective office or political committee.  To establish restrictions with regard tocorporate participation in the political system as imposed by law, thefollowing guidelines will be followed:

 

•                                          Nofunds, assets, or services of the Company will be used for politicalcontributions, directly or indirectly, unless allowed by applicable law andapproved in advance by the Board of Directors.

 

•                                          Companycontributions to support or oppose public referenda or similar ballot issuesare only permitted with advance approval of the Board of Directors and willonly be made to the extent allowed by applicable law.

 

•                                          Employees,if eligible under applicable law, may make political contributions throughlegally established Company sponsored and approved political supportfunds.  Any such personal contributionis not a deductible expense for federal or most other applicable income taxpurposes and is not eligible for reimbursement by the Company as a businessexpense.

 

If Employees engage inpolitical activities during work hours, their work time could be considered theequivalent of a contribution by the Company. Therefore, Employees may not engage in political activities on theCompany’s premises or during working hours. Additionally, an Employee’s contributions to a political candidate orparty must not be made, or appear to be made, with (or reimbursed by) theCompany’s funds.  The intent of thispolicy is not to discourage Employees from participating in politicalactivities on their own time.  Employeesand directors may elect to make personal political contributions as prescribedand permitted by applicable Federal, state and local laws, as well as the lawsof any applicable foreign

 

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jurisdictions.  Employees and directors may also make personal contributions topolitical action committees where permitted by Federal, state and local laws.

 

**Environmental Policy**

 

The Company iscommitted to conducting its business in compliance with all applicableenvironmental laws and regulations in a manner that has the highest regard forthe environment and the safety and well being of Employees and the generalpublic.  Therefore, the Company expectsall Employees to do their utmost to abide by the letter and spirit of allenvironmental laws and regulations.

 

**Use of Company Name**

 

It isinappropriate for an Employee or director to use official Company stationery orother official documentation or to use the name of the Company for any personalor non-official purpose since such use implies endorsement by the Company.  Employees may not use the Company nameoutside of customary business practices except as approved by the Board ofDirectors.

 

**Publicity and Communication**

 

Employees mustexercise due care when considering the release of information of a sensitive ormaterial nature about the Company. Sufficient measures must be taken to ensure the accuracy of informationthat is authorized for release to outside parties.  Consequently, responses, public discussion and contact with thenews media about the Company’s business may only be made through the Company’sauthorized officers or their representatives.

 

Failure to observethis policy can spread misinformation and potentially cause tremendous harm tothe Company.

 

**Ethics Officer**

 

**The Company may designate an officer or director as its “EthicsOfficer.”  The Ethics Officer may beconsulted regarding any matter related to this Code, including whether acontemplated set of circumstances gives rise to a conflict of interest or whethera violation of this Code has occurred. Different individuals may be designated the Ethics Officer from time totime.**

 

**Reporting Violations of this Code**

 

The Companyproactively promotes legal and ethical behavior.  Under federal law, the Company can be held criminally liable ifone of its Employees or directors commits certain crimes.  Accordingly, any Employee or director whohas knowledge or information about Company-related conduct by another Employeeor director of the Company that he or she believes to be a crime, a materialviolation of law or regulation, a dishonest act, a breach of trust or otherconduct in violation of this Code or that might seriously affect the Company’sreputation (whether or not the Company is victimized) must promptly report therelevant facts to the appropriate persons in accordance with the reportingprocedures described below.  Toencourage

 

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Employees and directors to report such violations, the Company will notallow retaliation for any such reports made in good faith by Employees ordirectors.  Any such reports will bekept anonymous and confidential at the reporting person’s request, except wheredisclosure is required to investigate the matter or by legal process orapplicable laws, rules or regulations. Employees and directors are expected to cooperate in providing facts andinformation requested by senior managers or other authorized officers or theBoard of Directors, and with respect to internal investigations of misconductby the Company or the Board of Directors, to the fullest extent permitted bylaw.  Persons making a report knowing itis false or willfully disregarding its truth or accuracy, or engaging in anyother bad faith use of the reporting system, are in violation of this Code.

 

The reportingperson should make full disclosure of all pertinent facts and circumstances,taking care to distinguish between matters that are certain and matters thatare suspicions, worries or speculation, and also taking care to avoid prematureconclusions or alarmist statements since the situation may involvecircumstances unknown to the reporting person.

 

Any allegedviolation of this Code should be promptly reported to a member of the AuditCommittee of the Board of Directors. The members of the Audit Committee include J. Warren Huff who can bereached at 214-800-8700 and Nadim Nsouli who can be reached at011-44-778-845-4599.

 

**How Can You Determine if a Violation of this Code has Occurred?**

 

It may bedifficult to determine if a violation of this Code has occurred.  You mayalso encounter a situation in which it is difficult to determine how to proceedwhile also complying with this Code. Since not every situation that will arise can be anticipated, it isimportant to have a way to approach a new question or problem.  When considering these situations, Employeesand directors should:

 

•                                          *Make sure to have allthe facts.*  In order to reach the right solutions, allrelevant information must be known.

 

•                                          *Ask specificallyabout the action being contemplated (including any action you are being askedto take) and whether it seems unethical or improper.*  Thiswill enable Employees and directors to focus on the specific question, and thealternatives he or she has. If something seems unethical or improper, itprobably is.

 

•                                          *Understand thatperson’s individual responsibility and role.*  In most situations, there isshared responsibility.  Are othercolleagues informed?  It may help to getothers involved and discuss theproblem.

 

•                                          *For Employees,discuss the problem with a supervisor.*  This is the basic guidance forall situations.  In many cases,supervisors will be more knowledgeable about the question, and will appreciate being brought into the decision-making process.  Employees should remember that it is theresponsibility of supervisors to help solve problems and ensure that theCompany complies with this Code.

 

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•                                          *Always ask first, actlater:*  When unsure of what to do in any situation, Employees should seekguidance and ask questions before the action in question is taken.

 

**Violations**

 

Each person isaccountable for his or her compliance with this Code.  Disciplinary measures that may be imposed for violating this Codeinclude, but are not necessarily limited to, counseling, oral or writtenreprimands, warnings, probation or suspension without pay, demotions,reductions in salary, termination of employment and/or restitution.  These disciplinary measures could extend tothe violator and others involved in the wrongdoing, such as persons who fail touse reasonable care to detect a violation, persons who if requested to divulgeinformation withhold material information regarding a violation, andsupervisors who approve the violations or attempt to retaliate against Employeesfor reporting violations or violators. Each case will be judged by the Board ofDirectors or the Audit Committee of the Board of Directors on its own merits,considering the duties of the person and the significance of the circumstancesinvolved.  Employees should understandthat it is a violation of this Code to intimidate or impose any form ofretribution on any employee or agent who utilizes the Company’s reportingsystem in good faith to report suspected violations of this Code.

 

Any Employee ordirector to whom this Code has been provided may be required, from time totime, to sign a written affirmation stating that the person (1) hasreceived and read this Code and understands its contents, (2) has notviolated this Code, and (3) has no knowledge of any violation of this Codethat has not been communicated previously in accordance with the reportingprocedures contained in this Code.  Evenif an Employee or director has not been asked to provide such a writtenaffirmation, they are still subject to all of the provisions set forth in thisCode.

 

**Administration/Amendment**

 

The Board ofDirectors, in its sole and absolute discretion, will resolve any questionsregarding the interpretation of the matters described in this Code as theyrelate to any Employee, and any such decision by the Board of Directors will bebinding.  Only the Board of Directors ora properly authorized committee thereof may make any amendment to thisCode.  If this Code is amended, anyrequired public disclosure of such amendment will be made in accordance withapplicable legal requirements and stock exchange requirements.

 

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