[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.



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                  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:
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                                    Title:
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