EXHIBIT 11
                                                                 ----------

                     INSTRUMENTATION LABORATORY S.p.A.

                               CODE OF ETHICS
                               --------------

Statement of Principle

     Our policy is to  maintain  the highest  standards  of  integrity  and
ethical  conduct.  This  Code  of  Ethics  is  intended  to  provide  basic
principles  to guide  your  conduct.  Although  it  covers a wide  range of
business practices,  and identifies a number of corporate policies, it does
not cover  every issue that may arise in the  conduct of our  business.  We
expect  all  of our  senior  financial  officers,  executive  officers  and
directors to conduct  themselves  with honesty and  integrity,  in a manner
which will  enhance the  reputation  of our Company and will avoid even the
appearance of improper personal, professional or business conduct.

     This Code of Ethics  applies  to our chief  executive  officer,  chief
financial officer,  controller (or principal  accounting  officer),  or any
other  person  performing  similar  functions  within our Company  (jointly
"senior financial officers"). Section 5 of this Code of Ethics "Prohibition
on Personal  Loans to  Directors  and  Executive  Officers"  applies to any
director or executive  director of the Company  irrespective  whether these
persons  are  senior  financial  officers  or not.  We  expect  our  senior
financial  officers  to comply  with this  Code,  except in cases  where an
applicable law conflicts with the Code. We intend to enforce the provisions
of this Code  vigorously  and  violators  will be subject  to  disciplinary
action.

     If you have  questions  about the  provisions  of this Code,  apparent
conflicts  between  this Code and  applicable  law, or your  conduct or the
conduct  of others,  in a  particular  circumstance,  please  contact  your
supervisor or the if necessary the board of directors.

Conduct
-------

1.   Compliance with Laws, Rules and Regulations
     -------------------------------------------

     Proper conduct begins with  compliance  with  applicable  domestic and
foreign laws,  rules and  regulations,  both their specific  provisions and
their  intended  purpose.  Although  we operate in the  context of business
customs and market practices in particular global markets, senior financial
officers must always  respect and obey  applicable  laws.  Although  senior
financial  officers  are not  expected  to know all of the details of these
laws,  it is important to be aware of the  applicable  laws so that you can
determine  when  to seek  advice  from  supervisors  or  other  appropriate
personnel.

2.   Conflicts of Interest
     ---------------------

     Each senior financial officer owes a duty of loyalty to the Company. A
"conflict  of  interest"  occurs  when  an  individual's  private  interest
interferes  in any way - or even appears to interfere - with the  interests
of the Company as a whole.

     A conflict  situation can arise when a senior financial  officer takes
actions or has  interests  that may make it difficult to perform his or her
work for the Company  objectively  and  effectively.  Conflicts of interest
also may arise when a senior financial  officer,  or a member of his or her
family,  receives  improper  personal  benefits  as a result  of his or her
position in the Company.

     Senior financial  officers who purchase  products and services for the
Company must deal with suppliers in a respectable,  professional  and legal
manner. As a general rule, senior financial officers should not directly or
indirectly  accept gifts or incentives  (other than those of nominal value,
such as a free calendar) from suppliers.

     It is not  possible  to list all  situations  in which a  conflict  of
interest  may exist or may appear to exist.  We must rely on the  integrity
and good judgment of our senior financial  officers in avoiding  situations
that may create a conflict of interest.

3.   Confidentiality
     ---------------

     Senior  financial  officers  must  maintain  the   confidentiality  of
non-public proprietary  information entrusted to them by the Company or its
customers or other parties with whom we do business, except when disclosure
is  authorized  or  legally   mandated.   This  principle  applies  to  all
communications,  including, for example,  Internet "chat rooms," even where
the  communication  is anonymous.  There are two general types of propriety
information:  (1)  the  Company's  operating  information,  such  as  trade
secrets,  business and marketing plans, production  technologies,  contract
terms,  customer  lists and databases;  and (ii) the Company's  unpublished
financial  results,  such as earnings or sales data, or material  corporate
events  that may  impact  such  results.  Information  about the  Company's
customers and other parties should be assumed to be confidential.

4.   Insider Trading
     ---------------

     Senior  financial  officers who have access to non-public  information
regarding the Company or any other entity are not permitted to use or share
that information for purposes of trading  securities of the Company or such
other entity or for any other  purpose  except the conduct of our business.
All non-public information should be considered  confidential  information.
To use non-public  information for personal  financial  benefit or to "tip"
others  who  might  make  an  investment  decision  on the  basis  of  this
information is both unethical and illegal.

5.   Prohibition on Personal Loans to Directors and Executive Officers
     -----------------------------------------------------------------

     The Company may not,  directly or  indirectly,  including  through any
subsidiary, extend or maintain credit, arrange for the extension of credit,
or renew an  extension  of credit,  in the form of a  personal  loan to any
director or executive officer.

6.   Fair Dealing
     ------------

     We are  committed  to  business  success by  maintaining  the  highest
standards of ethics and responsibility.  We must always conduct all aspects
of our business with integrity,  honesty and fairness.  We must respect and
protect  any  confidential  or  proprietary  information  shared with us by
customers,  suppliers  or others.  No senior  financial  officer  acting on
behalf of the  Company  should  take  unfair  advantage  of others  through
dishonest,  unethical or illegal  practices,  including false or misleading
statements.

     We encourage appropriate business  entertainment and gifts as a way to
generate  good will and  improve  working  relationships.  However,  senior
financial officers and their families should not offer, give or accept cash
gifts, gifts that are excessive, or gifts that violate any law or appear to
be a bribe or pay-off.

7.   Accounting Practices and Record-Keeping
     ---------------------------------------

     No code of conduct can review the  extensive  accounting  requirements
which the Company must fulfill.  To meet these  obligations,  however,  the
Company must rely on the truthfulness of its employees and senior financial
officers in accounting and financial practices. All of the Company's books,
records, accounts and financial statements must be maintained in reasonable
detail,  must  appropriately  reflect the Company's  transactions  and must
conform  both  to  applicable  legal   requirements,   generally   accepted
accounting principles and to the Company's system of internal controls. All
transactions should be posted promptly.  A senior financial officer may not
participate in any  misstatement  of the Company's  accounts.  There are no
circumstances    which   justify   the   maintenance   of   unrecorded   or
"off-the-books"  funds or assets,  unless  required  by  applicable  law or
regulation.

     Timely  and  accurate   recording  and  reporting  of  information  is
essential for the conduct of the  Company's  business.  Business  expenses,
hours worked,  payments made and similar  matters  should be documented and
recorded timely and accurately.

     Business  records  and  communications,   such  as  e-mails,  internal
reports,  memos and similar items,  often become public.  E-mails should be
given the same  forethought  as any written  memoranda.  You should  assume
e-mails will be saved and that they may be  forwarded to others.  We should
avoid references that could be misunderstood or  misinterpreted in light of
subsequent  events. You should retain or destroy records only in accordance
with the Company's established record retention policies.

8.   Full, Fair, Accurate, Timely and Understandable Disclosures
     -----------------------------------------------------------

     The  senior  financial  officers  must make  sure  that the  Company's
periodic  reports filed with the SEC contain  disclosures,  which are full,
fair, accurate,  timely and understandable.  These rules of disclosure also
apply to other public communications made by the Company.

     The  periodic  report  must not  contain  any  untrue  statement  of a
material fact or omit to state a material  fact  necessary in order to make
the statements made in the report.  The senior  financial  officers further
have to make  sure  that the  financial  statements,  and  other  financial
information  contained  in  the  periodic  report,  fairly  present  in all
material respects the financial  condition and results of operations of the
Company as of, and for the period presented in the report.

9.   Relationship with the Company's Auditors
     ----------------------------------------

     The senior financial officers must not take any action to fraudulently
influence,  coerce,  manipulate,  or mislead any  independent  or certified
accountant  engaged  in  the  performance  of an  audit  of  the  financial
statements  of the  Company  for the purpose of  rendering  such  financial
statements materially misleading.

10.  Payments to Government Personnel
     --------------------------------

     The senior financial  officers are strictly  prohibited from offering,
promising or giving money,  gifts,  loans,  rewards,  favors or anything of
value to any governmental official,  employee,  agent or other intermediary
of the  government  (either in or outside of the United States) in order to
influence  their judgment in conducting  government  duties or to obtain or
retain business.  You also are strictly  prohibited from making payments of
any kind to agents  or  intermediaries  if you know or have  reason to know
that they will pay all or part of such payments to accomplish  what you are
prohibited  from doing  directly.  Such  payments not only violate  Company
policy but also may be a criminal offense.

11.  Reporting Any Illegal or Unethical Behavior
     -------------------------------------------

     We  encourage  our senior  financial  officers to talk to the board of
directors  about illegal or unethical  behavior which they observe or learn
of, or if they are in doubt about the best course of action in a particular
situation. The Company will not allow retaliation for reports of misconduct
made in good  faith.  We also  expect  our  senior  financial  officers  to
cooperate in any internal investigations of misconduct.

12.  Disciplinary Sanctions
     ----------------------

     The  Company  and its senior  financial  officers  are  determined  to
operate according to the highest possible  standards of business ethics and
conduct.  Our Code of Ethics is  important  to this Company and needs to be
taken seriously by the senior  financial  officers.  Failure to comply with
the Company's  Code of Ethics will result in  disciplinary  action that may
include: a warning;  a reprimand noted in the employee's  personnel record;
probation;  temporary  suspension;  discharge from the Company's  services;
reimbursement  of  losses  or  damages  resulting  from the  violation;  or
referral  for criminal  prosecution  or civil  action.  As with all matters
involving  discipline,  principles of fairness and dignity will be applied.
Any senior financial  officers charged with a violation of the Code will be
afforded an  opportunity  to explain his or her action before  disciplinary
action is taken.

13.  Procedures
     ----------

     All of us must work to ensure  appropriate  compliance  with this Code
and prompt and  consistent  action  against  violations.  As this Code sets
forth certain  general  guidelines,  and does not deal with every  specific
situation  that may arise,  we  encourage  you to ask  questions  or report
matters that you feel require attention.

     Remember,   you  may  report  ethical   violations   without  fear  of
retaliation, and if necessary, your identity will be kept secret.