Senior  Management  Code  of  Ethics

1.0     PURPOSE

This Code of Ethics is established pursuant to Section 406 of the Sarbanes-Oxley
Act of 2002, which requires that the Company establish a code of ethics to apply
to  the  Company and its subsidiary's senior executive, operations and financial
officers,  including  but not limited to, the Company's Chief Executive Officer,
President,  Chief  Operational  Officer,  Chief  Financial  Officer, Controller,
General  Counsel and the principal executive, operations, and financial officers
of  the  Company's  subsidiaries  ("Senior  Management").

Senior  Management  should  note  that  simply  complying with laws or following
widespread  business  practices  may  not  be enough to comply with this Code of
Ethics.  It  is  therefore  very  important  that the Senior Management read and
understand  this  Code  of  Ethics.

If any member of Senior Management (a "Senior Manager") has a question regarding
this  Code  of  Ethics,  then  such  Senior Manager should contact the Company's
General  Counsel. If any Senior Manager has information, concerns, or suspicions
regarding  any  illegal  or  unethical  conduct, then such Senior Manager should
immediately  contact  the  General  Counsel.

The  purpose  of  this  Code  of  Ethics  is to deter wrongdoing and to promote:

(1)  Honest  and  ethical  conduct,  including the ethical handling of actual or
apparent  conflicts of interest between personal and professional relationships;

(2)  Full, fair, accurate, timely, and understandable disclosure in the periodic
reports  required  to  be  filed  by  the  Company  and  in the Company's public
communications;

(3)  Compliance  with  applicable  governmental  laws  and  regulations;

(4)  The  prompt  internal  reporting of violations of this Code of Ethics to an
appropriate  person  or  persons  identified  in  this  Code  of  Ethics;  and

(5)  Accountability  for  adherence  to  this  Code  of  Ethics.

2.0     SCOPE

This  policy  applies to the Company's Chief Executive Officer, President, Chief
Operational  Officer,  Chief  Financial Officer, Controller, General Counsel and
the  principal  executive,  operations,  and financial officers of the Company's
subsidiaries.

This  policy  is  in  addition  to  all  other  policies  of the Company and its
subsidiaries.

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3.0     DISTRIBUTION

All  Senior  Management  of  the  Company  and  its  subsidiaries.

4.0     CODE  OF  ETHICS

-     Senior Managers must follow the accounting rules and controls set forth by
the  SEC  and  the  Financial  Accounting  Standards  Board.

-     Senior  Managers  must  also  comply  with  the obligations set out in the
Sarbanes-Oxley  Act  of  2002.

-     Senior  Managers  shall,  when  required,  provide  full,  fair, accurate,
timely,  and  understandable disclosure in the periodic reports that the Company
is  required  to  file.  Accordingly,  all  account  books,  budgets,  project
evaluations,  expense accounts and other papers utilized in maintaining business
records  must  accurately  report  the  matters  to  which  they  relate.

-     All  assets  and liabilities of the Company must be carefully and properly
set  forth  in  the  Company's  financial  records.

-     The  Company's  outside  accountants  must  be  given  full  access to all
information  of  the Company necessary for them to properly conduct any audit of
the  Company  or  any  subsidiary  or  division  of  the  Company.

-     Senior  Managers  shall  not  conceal a mistake in the Company's financial
reporting.  All  such mistakes must be fully disclosed and corrected as promptly
as  possible.  Falsification  of  any  Company record is strictly prohibited and
will  result  in  instant  dismissal  and  possibly criminal charges being laid.

-     Senior  Managers  may  not request or be granted a loan or payroll advance
from  the  Company.

-     All  Senior  Managers  must comply with all applicable securities laws and
the  Company's  Insider  Trading  Policy.

-     Senior  Managers  must  strive  to  apply  high  ethical,  moral and legal
principles  in every aspect of their business dealings with other Employees, the
public,  the  business  community,  stockholders,  customers,  suppliers  and
governmental  and  regulatory  authorities.

-     Senior  Managers  must avoid any activities that would involve the Company
in  any  practice  that  is  not  in  compliance  with  this  Code  of  Ethics.

-     The  Company  will  not  excuse  any violation of this Code of Ethics by a
Senior  Manager  even if the violation was specifically requested or directed by
another  Senior  Manager.

-     Only  the Board or the Audit Committee can authorize a waiver of this Code
of  Ethics.

-     Each  member  of  Senior  Management  must  alert  the  Board or the Audit
Committee,  whenever  an  illegal,  dishonest, or unethical act is discovered or
suspected  by  such  Senior Manager.  No Senior Manager will be penalized by the
Company  for  reporting  his  or  her  discovery  of  such acts or for reporting
suspicions  of  such  acts  provided  that  such  member  is  not  a party to or
responsible  (alone  or  with  others)  for  such  acts.

-     Conflicts  of interests are to be avoided by Senior Management. A conflict
of interest exists if a Senior Manager's actions are, or could reasonably appear
to  be,  influenced,  directly  or  indirectly, by personal considerations or by
actual  or  potential  personal  benefit  or gain.  If a conflict of interest is
unavoidable  it  must  be  disclosed  at  the earliest opportunity. Conflicts of
interests  can  arise  with  respect  to  financial  and  business  interests,
investments,  relationships with suppliers, and the offering of prizes, samples,
gifts,  gratuities  or  incentives.

5.0     ADMINISTRATION  OF  CODE  OF  ETHICS

This  Code  of  Ethics  shall  be  administered  as  follows:

1.  Responsibility  for  Administration

The  Audit  Committee  of  the  Company's Board of Directors, or in lieu of such
Committee,  the  Chairman  of  the  Board  (the "Ethics Administrator") shall be
responsible  for  interpreting  and  administering  this  Code  of  Ethics.  In
discharging  its  responsibilities,  the  Ethics  Administrator  may engage such
agents  and  advisors as it shall deem necessary or desirable, including but not
limited  to  attorneys  and  accountants.

2.  Scope  of  this  Code  of  Ethics

The  Ethics  Administrator shall periodically, in light of the experience of the
Company,  review this Code of Ethics. As it deems necessary, the Audit Committee
shall  make  recommendations to the Board to ensure that (i) this Code of Ethics
conforms  to  applicable Law, (ii) this Code of Ethics meets or exceeds industry
standards,  and  (iii) any weaknesses in this Code of Ethics or any other Policy
of  the  Company  that  are revealed through monitoring, auditing, and reporting
systems  are  eliminated  or  corrected.

3.  Waiver  or  Amendment  of  this  Code  of  Ethics

The  Ethics  Administrator may grant a specific, limited waiver of any provision
of  this  Code  of  Ethics  if  the  Ethics  Administrator  determines, based on
information  that  the  Ethics Administrator deems credible and persuasive, that
such  a limited waiver is appropriate under the specific circumstances (and each
fact  situation will be a separate case). If the Ethics Administrator waives any
provision  of  this  Code  of  Ethics,  then the Company shall make an immediate
disclosure  of such waiver in a manner permitted by applicable law. This Code of
Ethics  may  be  amended  only  by  the  Board.

4.  Monitoring  and  Auditing

The information developed by the Company's independent accountants in performing
their  audit  engagement  on  behalf  of  the  Company by the Company's internal
auditors  in  the  performance  of their assigned responsibilities shall be made
available  to  the Ethics Administrator as a means of monitoring compliance with
this  Code  of  Ethics.

5.  Reporting  System

Any suspected violation of this Code of Ethics shall be promptly reported to the
Ethics  Administrator.

6.  Investigation  of  Violations

If  the Company receives information regarding an alleged violation of this Code
of  Ethics,  then  the  Ethics  Administrator  shall:

(1)  evaluate  such  information  as  to  gravity  and  credibility;

(2)  if  necessary,  initiate an informal inquiry or a formal investigation with
respect  thereto:

(3)  if  appropriate, prepare a written report of the results of such inquiry or
investigation,  including  recommendations as to the disposition of such matter;

(4)  if appropriate, make the results of such inquiry or investigation available
to  the  public  (including  disciplinary  action);  and

(5)  if  appropriate,  recommend  changes to this Code of Ethics that the Ethics
Administrator deems necessary or desirable to prevent similar violations of this
Code  of  Ethics.

7.  Disciplinary  Measures

This  Code of Ethics shall be enforced through appropriate disciplinary actions.
The  Ethics  Administrator  shall  determine  whether violations of this Code of
Ethics  have occurred and, if so, recommend to the Company's Board of Directors,
the  disciplinary  actions  to  be  taken  against any Executive Officer who has
violated  this  Code  of  Ethics.  Final decisions regarding disciplinary action
shall  be determined by the Board.  Disciplinary actions may include counseling,
oral or written reprimands, warnings, probations or suspensions (with or without
pay),  demotions,  reductions  in  salary,  terminations  of  employment,  and
restitution.

The  jurisdiction  of the Ethics Administrator shall include, in addition to the
Executive Officer that violated this Code of Ethics, any other Employee involved
in  the wrongdoing such as (i) persons who fail to use reasonable care to detect
a  violation  and (ii) persons who were requested to divulge information about a
suspected  violation  of  this Code of Ethics, but withheld material information
regarding  a  suspected  violation.