Exhibit 14
                                                                  Code of Ethics


                                 CODE OF ETHICS

Preface

The chief executive officer, chief financial officer, comptroller, chief
accounting officer or persons performing similar functions (collectively,
"Senior Financial Officers") hold an important and elevated role in corporate
governance. Senior Financial Officers fulfill this responsibility by prescribing
and enforcing the policies and procedures employed in the operation of the
enterprise's financial organization, and by demonstrating the following:

I.        Honest and Ethical Conduct

          Senior Financial Officers will exhibit and promote the highest
standards of honest and ethical conduct through the establishment and operation
of policies and procedures that:

     o    Encourage and reward professional integrity in all aspects of the
          financial organization, by eliminating inhibitions and barriers to
          responsible behavior, such as coercion, fear of reprisal, or
          alienation from the financial organization or the enterprise itself.

     o    Prohibit and eliminate the appearance or occurrence of conflicts
          between what is in the best interest of the enterprise and what could
          result in material personal gain for a member of the financial
          organization, including Senior Financial Officers.

     o    Provide a mechanism for members of the finance organization to inform
          senior management of deviations in practice from policies and
          procedures governing honest and ethical behavior.

     o    Demonstrate their personal support for such policies and procedures
          through periodic communication reinforcing these ethical standards
          throughout the finance organization.

II.       Financial Records and Periodic Reports

          Senior Financial Officers will establish and manage the enterprise
transaction and reporting systems and procedures to ensure that:

     o    Business transactions are properly authorized and completely and
          accurately recorded on the Company's books and records in accordance
          with Generally Accepted Accounting Principles (GAAP) and established
          company financial policy.

     o    The retention or proper disposal of Company records shall be in
          accordance with established enterprise financial policies and
          applicable legal and regulatory requirements.

     o    Periodic financial communications and reports will be delivered in a
          manner that facilitates the highest degree of clarity of content and
          meaning so that readers and users will quickly and accurately
          determine their significance and consequence.

III.      Compliance with Applicable Laws, Rules and Regulations

          Senior Financial Officers will establish and maintain mechanisms to:

     o    Educate members of the finance organization about any federal, state
          or local statute, regulation or administrative procedure that affects
          the operation of the finance organization and the enterprise
          generally.

     o    Monitor the compliance of the finance organization with any applicable
          federal, state or local statute, regulation or administrative rule

     o    Identify, report and correct in a swift and certain manner, any
          detected deviations from applicable federal, state or local statute or
          regulation.


<PAGE>


                  WRITTEN ASSENT TO BE BOUND BY CODE OF ETHICS


          The undersigned hereby agrees to be bound by and to strictly adhere to
all of the terms of the attached code of ethics.


                                          Sincerely,



                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------