<PAGE>

                                                                      Exhibit 14



                       CODE OF BUSINESS CONDUCT AND ETHICS
       (AS APPROVED BY THE BOARD OF DIRECTORS ON __________________, 2005)


THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE
OFFICER, PRESIDENT AND CHIEF FINANCIAL OFFICER), AND EMPLOYEE OF AETHLON
MEDICAL, INC., (THE "COMPANY").

To further the Company's fundamental principles of honesty, loyalty, fairness
and forthrightness, the Board of Directors of the Company (the "BOARD:") has
established and adopted this Code of Business Conduct and Ethics (this "CODE").
This Code strives to deter wrongdoing and promote the following six objectives:

o        honest and ethical conduct;

o        avoidance of conflicts of interest;

o        full, fair, accurate, timely and transparent disclosure;

o        compliance with applicable government and self-regulatory organization
         laws, rules and regulations;

o        prompt internal reporting of Code violations; and

o        accountability for compliance with the Code.

Below, we discuss situations that require application of our fundamental
principles and promotion of our objectives. If you believe there is a conflict
between this Code and a specific procedure, please consult the Company's Board
of Directors for guidance.

Each of our directors, officers and employees is expected to:

o        understand the requirements of your position, including Company
         expectations and governmental rules and regulations that apply to your
         position;

o        comply with this Code and all applicable laws, rules and regulations;

o        report any violation of this Code of which you become aware; and

o        be accountable for complying with this Code.


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TABLE OF CONTENTS
================================================================================
ETHICS ADMINISTRATOR..........................................................3
ACCOUNTING POLICIES...........................................................3
AMENDMENTS AND MODIFICATIONS OF THIS CODE.....................................3
ANTI-BOYCOTT AND U.S. SANCTIONS LAWS..........................................3
ANTITRUST AND FAIR COMPETITION LAWS...........................................4
BRIBERY........................................................................5
COMPLIANCE WITH LAWS, RULES AND REGULATIONS...................................5
COMPUTER AND INFORMATION SYSTEMS..............................................5
CONFIDENTIAL INFORMATION BELONGING TO OTHERS..................................5
CONFIDENTIAL AND PROPRIETARY INFORMATION......................................6
CONFLICTS OF INTEREST.........................................................7
CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS..............8
DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE...................................8
DISCLOSURE POLICIES AND CONTROLS..............................................8
ENVIRONMENT, HEALTH AND SAFETY................................................9
FILING OF GOVERNMENT REPORTS..................................................9
FOREIGN CORRUPT PRACTICES ACT.................................................9
INSIDER TRADING OR TIPPING...................................................10
INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS....................11
INVESTOR RELATIONS AND PUBLIC AFFAIRS........................................11
POLITICAL CONTRIBUTIONS......................................................11
PROHIBITED SUBSTANCES........................................................12
RECORD RETENTION.............................................................12
REPORTING VIOLATIONS OF THIS CODE............................................12
WAIVERS.......................................................................13
CONCLUSION....................................................................13

                                       -2-


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ETHICS ADMINISTRATOR
================================================================================
All matters concerning this Code shall be heard by the Board of Directors.
ACCOUNTING POLICIES
================================================================================
The Company will make and keep books, records and accounts, which in reasonable
detail accurately and fairly present the Company's transactions. All directors,
officers, employees and other persons are prohibited from directly or indirectly
falsifying or causing to be false or misleading any financial or accounting
book, record or account. You and others are expressly prohibited from directly
or indirectly manipulating an audit, and from destroying or tampering with any
record, document or tangible object with the intent to obstruct a pending or
contemplated audit, review or federal investigation. The commission of, or
participation in, one of these prohibited activities or other illegal conduct
will subject you to federal penalties, as well as to punishment, up to and
including termination of employment.
No director, officer or employee of the Company may directly or indirectly make
or cause to be made a materially false or misleading statement, or omit to
state, or cause another person to omit to state, any material fact necessary to
make statements made not misleading, in connection with the audit of financial
statements by independent accountants, the preparation of any required reports
whether by independent or internal accountants, or any other work which involves
or relates to the filing of a document with the Securities and Exchange
Commission ("SEC").

AMENDMENTS AND MODIFICATIONS OF THIS CODE
================================================================================
There shall be no amendment or modification to this Code except upon approval by
the Board of Directors.

In case of any amendment or modification of this Code that applies to an officer
or director of the Company, the amendment or modification shall be posted on the
Company's website within two days of the board vote or shall be otherwise
disclosed as required by applicable law or the rules of any stock exchange or
market on which the Company's securities are listed for trading. Notice posted
on the website shall remain there for a period of twelve months and shall be
retained in the Company's files as required by law.

ANTI-BOYCOTT AND U.S. SANCTIONS LAWS
================================================================================
The Company must comply with anti-boycott laws of the United States, which
prohibit it from participating in, and require us to report to the authorities
any request to participate in, a boycott of a country or businesses within a
country. If you receive such a request, report it to your immediate superior,
our CEO, or to the chairman of the Board of Directors. We will also not engage
in business with any government, entity, organization or individual where doing
so is prohibited by applicable laws.

                                       -3-


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ANTITRUST AND FAIR COMPETITION LAWS
================================================================================
The purpose of antitrust laws of the United States and most other countries is
to provide a level playing field to economic competitors and to promote fair
competition. No director, officer or employee, under any circumstances or in any
context, may enter into any understanding or agreement, whether express or
implied, formal or informal, written or oral, with an actual or potential
competitor, which would illegally limit or restrict in any way either party's
actions, including the offers of either party to any third party. This
prohibition includes any action relating to prices, costs, profits, products,
services, terms or conditions of sale, market share or customer or supplier
classification or selection.

It is our policy to comply with all U.S. antitrust laws. This policy is not to
be compromised or qualified by anyone acting for or on behalf of our Company.
You must understand and comply with the antitrust laws as they may bear upon
your activities and decisions. Anti-competitive behavior in violation of
antitrust laws can result in criminal penalties, both for you and for the
Company. Accordingly, any question regarding compliance with antitrust laws or
your responsibilities under this policy should be directed to our CEO or the
chairman of the Board of Directors, who may then direct you to our legal
counsel. Any director, officer or employee found to have knowingly participated
in violating the antitrust laws will be subject to disciplinary action, up to
and including termination of employment.

Below are some scenarios that are prohibited and scenarios that could be
prohibited for antitrust reasons. These scenarios are not an exhaustive list of
all prohibited and possibly prohibited antitrust conduct.

    o    Proposals or agreements or understanding, express or implied, formal or
         informal, written or oral, with any competitor regarding any aspect of
         competition between the Company and the competitor for sales to third
         parties;

    o    Proposals or agreements or understandings with customers which restrict
         the price or other terms at which the customer may resell or lease any
         product to a third party; or

    o    Proposals or agreements or understandings with suppliers which restrict
         the price or other terms at which the Company may resell or lease any
         product or service to a third party.

The following business arrangements could raise anti-competition or antitrust
law issues. Before entering into them, you must consult with our CEO or the
chairman of the Board of Directors, who may then direct you to our legal
counsel:

    o    Exclusive arrangements for the purchase or sale of products or
         services;

    o    Bundling of goods and services; or

    o    Agreements to add an employee of the Company to another entity's board
         of Directors.

                                       -4-


<PAGE>




BRIBERY
================================================================================
You are strictly forbidden from offering, promising or giving money, gifts,
loans, rewards, favors or anything of value to any governmental official,
employee, agent or other intermediary (either inside or outside the United
States) which is prohibited by law. Those paying a bribe may subject the Company
and themselves to civil and criminal penalties. When dealing with government
customers or officials, no improper payments will be tolerated. If you receive
any offer of money or gifts that is intended to influence a business decision,
it should be reported to your supervisor our CEO or the chairman of the Board of
Directors immediately.

The Company prohibits improper payments in all of its activities, whether these
activities are with governments or in the private sector.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS
================================================================================
The Company's goal and intention is to comply with the laws, rules and
regulations by which we are governed. In fact, we strive to comply not only with
requirements of the law but also with recognized compliance practices. All
illegal activities or illegal conduct are prohibited whether or not they are
specifically set forth in this Code.

Where law does not govern a situation or where the law is unclear or
conflicting, you should discuss the situation with your supervisor, our CEO or
the chairman of the Board of Directors, who may then direct you to our legal
counsel. Business should always be conducted in a fair and forthright manner.
Directors, officers and employees are expected to act according to high ethical
standards.

COMPUTER AND INFORMATION SYSTEMS
================================================================================
For business purposes, officers and employees are provided telephones and
computer workstations and software, including network access to computing
systems such as the Internet and e-mail, to improve personal productivity and to
efficiently manage proprietary information in a secure and reliable manner. You
must obtain the permission from your supervisor or our CEO to install any
software on any Company computer or connect any personal laptop to the Company
network. As with other equipment and assets of the Company, we are each
responsible for the appropriate use of these assets. Except for limited personal
use of the Company's telephones and computer/e-mail, such equipment may be used
only for business purposes. Officers and employees should not expect a right to
privacy of their e-mail or Internet use. All e-mails or Internet use on Company
equipment is subject to monitoring by the Company.

CONFIDENTIAL INFORMATION BELONGING TO OTHERS
================================================================================
You must respect the confidentiality of information, including, but not limited
to, trade secrets and other information given in confidence by others, just as
we protect our own confidential information. This includes, but is not limited
to partners, suppliers, contractors, competitors or customers. However, certain
restrictions about the information of others may place an unfair burden on the
Company's future business. For that reason, directors, officers and employees
should coordinate with your supervisor or the CEO to ensure appropriate

                                       -5-


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agreements are in place prior to receiving any confidential third-party
information. In addition, any confidential information that you may possess from
an outside source, such as a previous employer, must not, so long as such
information remains confidential, be disclosed to or used by the Company.
Unsolicited confidential information submitted to the Company should be refused,
returned to the sender where possible and deleted, if received via the Internet.

CONFIDENTIAL AND PROPRIETARY INFORMATION
================================================================================
It is the Company's policy to ensure that all operations, activities and
business affairs of the Company and our business associates are kept
confidential to the greatest extent possible. Confidential information includes
all non-public information that might be of use to competitors, or that might be
harmful to the Company or its customers if disclosed. Confidential and
proprietary information about the Company or its business associates belongs to
the Company, must be treated with strictest confidence and is not to be
disclosed or discussed with others.

Unless otherwise agreed to in writing, confidential and proprietary information
includes any and all information from which the Company may derive an economic
benefit, including, but not limited to, methods, inventions, improvements or
discoveries, whether or not patentable or copyrightable, and any other
information of a similar nature disclosed to the directors, officers or
employees of the Company or otherwise made known to the Company as a consequence
of or through employment or association with the Company (including information
originated by the director, officer or employee). This can include, but is not
limited to, information regarding the Company's business, products, processes,
and services. It also can include information relating to research, development,
inventions, trade secrets, intellectual property of any type or description,
data, business plans, marketing strategies, engineering, contract negotiations,
contents of the Company intranet and business methods or practices.
The following are examples of information that is not considered confidential:
    o    information that is in the public domain to the extent it is readily
         available;
    o    information that becomes generally known to the public other than by
         disclosure by the Company or a director, officer or employee; or
    o    information you receive from a party that is under no legal obligation
         of confidentiality with the Company with respect to such information.
We have exclusive property rights to all confidential and proprietary
information regarding the Company or our business associates. The unauthorized
disclosure of this information could destroy its value to the Company and give
others an unfair advantage. You are responsible for safeguarding Company
information and complying with established security controls and procedures All
documents, records, notebooks, notes, memoranda and similar repositories of
information containing information of a secret, proprietary, confidential or
generally undisclosed nature relating to the Company or our operations and
activities, including any copies thereof, unless otherwise agreed to in writing,
belong to the Company and shall be held by you in trust solely for the benefit
of the Company. Confidential or proprietary information must be delivered to the
Company by you on the termination of your association with us or at any other
time we request.


                                       -6-


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CONFLICTS OF INTEREST
================================================================================
Conflicts of interest can arise in virtually every area of our operations. A
"conflict of interest" exists whenever an individual's private interests
interfere or conflict in any way (or even appear to interfere or conflict) with
the interests of the Company. We must strive to avoid conflicts of interest We
must each make decisions solely in the best interest of the Company. Any
business, financial or other relationship with suppliers, customers or
competitors that might impair or appear to impair the exercise of our judgment
solely for the benefit of the Company is prohibited.

Here are some examples of conflicts of interest:

    o    FAMILY MEMBERS--Actions of family members may create a conflict of
         interest. For example, gifts to family members by a supplier of the
         Company are considered gifts to you and must be reported. Doing
         business for the Company with organizations where your family members
         are employed or that are partially or fully owned by your family
         members or close friends may create a conflict or the appearance of a
         conflict of interest. For purposes of this Code "family members"
         includes any child, stepchild, grandchild, parent, stepparent,
         grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
         daughter-in-law, brother-in-law or sister-in-law, and adoptive
         relationships.

    o    GIFTS, ENTERTAINMENT, LOANS, OR OTHER FAVORS--Directors, officers and
         employees shall not seek or accept personal gain, directly or
         indirectly, from anyone soliciting business from, or doing business
         with, the Company, or from any person or entity in competition with us.
         Examples of such personal gains are gifts, non-business-related trips,
         gratuities, favors, loans, and guarantees of loans, excessive
         entertainment or rewards. However, you may accept gifts of a nominal
         value. Other than common business courtesies, directors, officers,
         employees and independent contractors must not offer or provide
         anything to any person or organization for the purpose of influencing
         the person or organization in their business relationship with us.
         Directors, officers and employees are expected to deal with advisors
         or suppliers who best serve the needs of the Company as to price,
         quality and service in making decisions concerning the use or purchase
         of materials, equipment, property or services. Directors, officers and
         employees who use the Company's advisors, suppliers or contractors in
         a personal capacity are expected to pay market value for materials and
         services provided.

    o    OUTSIDE EMPLOYMENT--Officers and employees may not participate in
         outside employment, self-employment, or serve as officers, directors,
         partners or consultants for outside organizations, if such activity: o
         reduces work efficiency;

         o    interferes with your ability to act conscientiously in our best
              interest; or

                                       -7-


<PAGE>




         o    requires you to utilize our proprietary or confidential
              procedures, plans or techniques.

You must inform your supervisor or the CEO of any outside employment, including
the employer's name and expected work hours.

You should report any actual or potential conflict of interest involving
yourself or others of which you become aware to your supervisor or our CEO.
Officers and directors should report any actual or potential conflict of
interest involving yourself or others of which you become aware to the chairman
of the Board of Directors.

CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS
================================================================================
You are prohibited from:

     o    taking for yourself, personally, opportunities that are discovered
          through the use of Company property, information or position;
     o    using Company property, information or position for personal gain; or
     o    competing with the Company.

You have a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.

You are personally responsible and accountable for the proper expenditure of
Company funds, including money spent for travel expenses or for customer
entertainment. You are also responsible for the proper use of property over
which you have control, including both Company property and funds and property
that customers or others have entrusted to your custody. Company assets must be
used only for proper purposes.

Company property should not be misused. Company property may not be sold, loaned
or given away regardless of condition or value, without proper authorization.
Each director, officer and employee should protect our assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. Company assets should be used only for legitimate
business purposes.

DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE
================================================================================
Disciplinary actions for violations of this Code can include oral or written
reprimands, suspension or termination of employment or a potential civil lawsuit
against you. The violation of laws, rules or regulations, which can subject the
Company to fines and other penalties, may result in your criminal prosecution.

DISCLOSURE POLICIES AND CONTROLS
================================================================================
The continuing excellence of the Company's reputation depends upon our full and
complete disclosure of important information about the Company that is used in
the securities marketplace. Our financial and non-financial disclosures and
filings with the SEC must be transparent, accurate and timely. We must all work
together to insure that reliable, truthful and accurate information is disclosed
to the public.

                                      -8-


<PAGE>




The Company must disclose to the SEC, current security holders and the investing
public information that is required, and any additional information that may be
necessary to ensure the required disclosures are not misleading or inaccurate.
The Company requires you to participate in the disclosure process, which is
overseen by our CEO and CFO. The disclosure process is designed to record,
process, summarize and report material information as required by all applicable
laws, rules and regulations. Participation in the disclosure process is a
requirement of a public company, and full cooperation and participation by our
CEO, CFO and, upon request, other employees in the disclosure process is a
requirement of this Code.

Officers and employees must fully comply with their disclosure responsibilities
in an accurate and timely manner or be subject to discipline of up to and
including termination of employment.

ENVIRONMENT, HEALTH AND SAFETY
================================================================================
The Company is committed to managing and operating our assets in a manner that
is protective of human health and safety and the environment. It is our policy
to comply, in all material respects, with applicable health, safety and
environmental laws and regulations. Each employee is also expected to comply
with our policies, programs, standards and procedures.

FILING OF GOVERNMENT REPORTS
================================================================================
Any reports or information provided, on our behalf, to federal, state, local or
foreign governments should be true, complete and accurate. Any omission,
misstatement or lack of attention to detail could result in a violation of the
reporting laws, rules and regulations.

FOREIGN CORRUPT PRACTICES ACT
================================================================================
The United States Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to foreign government officials or foreign
political candidates in order to obtain, retain or direct business. Accordingly,
corporate funds, property or anything of value may not be, directly or
indirectly, offered or given by you or an agent acting on our behalf, to a
foreign official, foreign political party or official thereof or any candidate
for a foreign political office for the purpose of influencing any act or
decision of such foreign person or inducing such person to use his influence or
in order to assist in obtaining or retaining business for, or directing business
to, any person.

You are also prohibited from offering or paying anything of value to any foreign
person if it is known or there is a reason to know that all or part of such
payment will be used for the above-described prohibited actions. This provision
includes situations when intermediaries, such as affiliates, or agents, are used
to channel payoffs to foreign officials.

                                      -9-


<PAGE>




INSIDER TRADING OR TIPPING
================================================================================
Directors, officers and employees who are aware of material, non-public
information from or about the Company (an "INSIDER"), are not permitted,
directly or through family members or other persons or entities, to:
    o    buy or sell securities (or derivatives relating to such securities) of
         the Company, or

    o    pass on, tip or disclose material, nonpublic information to others
         outside the Company including family and friends.

Such buying, selling or trading of securities may be punished by discipline, up
to and including termination of employment; civil actions, resulting in
penalties of up to three times the amount of profit gained or loss avoided by
the inside trade or stock tip, or criminal actions, resulting in fines and jail
time.

Examples of information that may be considered material, non-public information
in some circumstances are:

    o    undisclosed annual, quarterly or monthly financial results, a change in
         earnings or earnings projections, or unexpected or unusual gains or
         losses in major operations;

    o    undisclosed negotiations and agreements regarding mergers, concessions,
         joint ventures, acquisitions, divestitures, business combinations or
         tender offers;

    o    undisclosed major management changes;

    o    a substantial contract award or termination that has not been publicly
         disclosed;

    o    a major lawsuit or claim that has not been publicly disclosed;

    o    the gain or loss of a significant customer or supplier that has not
         been publicly disclosed;

    o    an undisclosed filing of a bankruptcy petition by the Company;

    o    information that is considered confidential; and

    o    any other undisclosed information that could affect our stock price.

The same policy also applies to securities issued by another company if you have
acquired material, nonpublic information relating to such company in the course
of your employment or affiliation with the Company.

When material information has been publicly disclosed, each insider must
continue to refrain from buying or selling the securities in question until the
third business day after the information has been publicly released to allow the
markets time to absorb the information.

                                      -10-


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INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS
================================================================================
Except as otherwise agreed to in writing between the Company and an officer or
employee, all intellectual property you conceive or develop during the course of
your employment shall be the sole property of the Company. The term intellectual
property includes any invention, discovery, concept, idea, or writing whether
protectable or not by any United States or foreign copyright, trademark, patent,
or common law including, but not limited to, designs, materials, compositions of
matter, machines, processes, improvements, data, computer software, writings,
formula, techniques, know-how, methods, as well as improvements thereof or
know-how related thereto concerning any past, present, or prospective activities
of the Company. Officers and employees must promptly disclose in writing to the
Company any intellectual property developed or conceived either solely or with
others during the course of your employment and must render any and all aid and
assistance, at our expense, to secure the appropriate patent, copyright, or
trademark protection for such intellectual property.

Copyright laws may protect items posted on a website. Unless a website grants
permission to download the Internet content you generally only have the legal
right to view the content. If you do not have permission to download and
distribute specific website content you should contact your supervisor or our
CEO, who may refer you to our legal counsel.

If you are unclear as to the application of this Intellectual Property Policy or
if questions arise, please consult with your supervisor or our CEO, who may
refer you to our legal counsel.

INVESTOR RELATIONS AND PUBLIC AFFAIRS
================================================================================
It is very important that the information disseminated about the Company be both
accurate and consistent. For this reason, all matters relating to the Company's
internal and external communications are handled by our CEO (or, if retained for
such purpose, a public relations consultant). Our CEO (or a public relations
consultant retained by the Company) is solely responsible for public
communications with stockholders, analysts and other interested members of the
financial community. Our CEO (or a public relations consultant retained by the
Company) is also solely responsible for our marketing and advertising activities
and communication with employees, the media, local communities and government
officials. Our CEO serves as the Company's spokesperson in both routine and
crisis situations.

POLITICAL CONTRIBUTIONS
================================================================================
You must refrain from making any use of Company, personal or other funds or
resources on behalf of the Company for political or other purposes which are
improper or prohibited by the applicable federal, state, local or foreign laws,
rules or regulations. Company contributions or expenditures in connection with
election campaigns will be permitted only to the extent allowed by federal,
state, local or foreign election laws, rules and regulations. You are encouraged
to participate actively in the political process. We believe that individual
participation is a continuing responsibility of those who live in a free
country.

                                      -11-


<PAGE>




PROHIBITED SUBSTANCES
================================================================================
The use of alcohol, illegal drugs or other prohibited items, including legal
drugs which affect the ability to perform one's work duties, are prohibited
while on Company premises. We also prohibit the possession or use of alcoholic
beverages, firearms, weapons or explosives on our property, unless authorized by
our CEO. You are also prohibited from reporting to work while under the
influence of alcohol or illegal drugs. We reserve the right to perform
pre-employment and random drug testing on employees, as permitted by law.
RECORD RETENTION
================================================================================
The alteration, destruction or falsification of corporate documents or records
may constitute a criminal act. Destroying or altering documents with the intent
to obstruct a pending or anticipated official government proceeding is a
criminal act and could result in large fines and a prison sentence of up to 20
years. Document destruction or falsification in other contexts can result in a
violation of the federal securities laws or the obstruction of justice laws.
REPORTING VIOLATIONS OF THIS CODE
================================================================================
You should be alert and sensitive to situations that could result in actions
that might violate federal, state, or local laws or the standards of conduct set
forth in this Code. If you believe your own conduct or that of a fellow employee
may have violated any such laws or this Code, you have an obligation to report
the matter.

Generally, you should raise such matters first with an immediate supervisor.
However, if you are not comfortable bringing the matter up with your immediate
supervisor, or do not believe the supervisor has dealt with the matter properly,
then you should raise the matter with our CEO who may, if a law, rule or
regulation is in question, then refer you to our legal counsel. The most
important point is that possible violations should be reported and we support
all means of reporting them.

Directors and officers should report any potential violations of this Code to
the chairman of the Board of Directors or to our legal counsel. We will not
allow retaliation against an employee for reporting a possible violation of this
Code in good faith. Retaliation for reporting a federal offense is illegal under
federal law and prohibited under this Code. Retaliation for reporting any
violation of a law, rule or regulation or a provision of this Code is
prohibited. Retaliation will result in discipline, up to and including
termination of employment, and may also result in criminal prosecution. However,
if a reporting individual was involved in improper activity the individual may
be appropriately disciplined even if he or she was the one who disclosed the
matter to the Company. In these circumstances, we may consider the conduct of
the reporting individual in reporting the information as a mitigating factor in
any disciplinary decision.

                                      -12-


<PAGE>




WAIVERS
================================================================================
There shall be no waiver of any part of this Code for any director or officer
except by a vote of the Board of Directors. In case a waiver of this Code is
granted to a director or officer, the notice of such waiver shall be posted on
our website within five days of the Board's vote or shall be otherwise disclosed
as required by applicable law or the rules of any stock exchange or market on
which the Company's securities are listed for trading. Notices posted on our
website shall remain there for a period of 12 months and shall be retained in
our files as required by law.

CONCLUSION
================================================================================
This Code is an attempt to point all of us at the Company in the right
direction, but no document can achieve the level of principled compliance that
we are seeking. In reality, each of us must strive every day to maintain our
awareness of these issues and to comply with the Code's principles to the best
of our abilities. Before we take an action, we must always ask ourselves:
    o Does it feel right?

    o Is this action ethical in every way?

    o Is this action in compliance with the law?

    o Could my action create an appearance of impropriety?

    o Am I trying to fool anyone, including myself, about the propriety of
         this action?

If an action would elicit the wrong answer to any of these questions, do not
take it. We cannot expect perfection, but we do expect good faith. If you act in
bad faith or fail to report illegal or unethical behavior, then you will be
subject to disciplinary procedures. We hope that you agree that the best course
of action is to be honest, forthright and loyal at all times.

                                      -13-