**Code
of Business Conduct and Ethics**
  **Introduction**
   We are
committed to maintaining the highest standards of honest and ethical business
conduct, including ensuring full, fair, accurate, timely and understandable
disclosures in our public documents and reports, compliance with applicable
laws, prompt internal reporting of violations of these standards and
accountability for adherence to these standards.
  This Code
of Business Conduct and Ethics (the "Code") reflects the business practices and
principles of behavior that support this commitment. We expect every employee,
officer, and director to read, understand, and comply with the Code and its
application to the performance of his or her business responsibilities.
References in the Code to employees are intended to cover officers and, as
applicable, directors, managers and supervisors as well as
employees.
  Officers,
managers and other supervisors are expected to develop in employees a sense of
commitment to the spirit, as well as the letter, of the Code. Supervisors are
also expected to ensure that all agents and contractors conform to Code
standards when working for or on behalf of the Company. Nothing in the Code
alters the employment at-will policy of the Company.
  The Code
cannot possibly describe every practice or principle related to honest and
ethical conduct. The Code addresses conduct that is particularly important to
proper dealings with the people and entities with whom we interact, but reflects
only a part of our commitment.
  The
following additional policies of the Company supplement or amplify the Code in
certain areas and should be read in conjunction with the Code:
 
 §
    Action
      by members of your immediate family, significant others or other persons
      who live in your household also may potentially result in ethical issues
      to the extent that they involve the Company’s business. For example,
      acceptance of inappropriate gifts by a family member from one of our
      suppliers could create a conflict of interest and result in a Code
      violation attributable to you. Consequently, in complying with the Code,
      you should consider not only your own conduct, but also that of your
      immediate family members, significant others and other persons who live in
      your household. 
 §
    The
      integrity and reputation of the Company depends on the honesty, fairness
      and integrity brought to the job by each person associated with us. It is
      the responsibility of each employee to apply common sense, together with
      his or her own highest personal ethical standards, in making business
      decisions where there is no stated guideline in the Code. Unyielding
      personal integrity is the foundation of corporate
    integrity.  YOU
SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE
CODE, VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 16 BELOW DETAILS THE
COMPLIANCE RESOURCES AVAILABLE TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO
POSSIBLE VIOLATIONS OF THE CODE BY OTHERS AND REPORT SUSPECTED VIOLATIONS,
WITHOUT FEAR OF ANY FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION
16.
  §
    Violations
      of the Code will not be tolerated. Any employee who violates the standards
      in the Code may be subject to disciplinary action, up to and including
      termination of employment and, in appropriate cases, civil legal action or
      referral for criminal prosecution. 
 **- 1
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 **1.
Legal Compliance**
  Obeying
the law, both in letter and in spirit, is the foundation of this Code. Our
success depends upon each employee's operating within legal guidelines and
cooperating with local, national and international authorities. It is therefore
essential that you understand the legal and regulatory requirements applicable
to your business unit and area of responsibility. We will send employees to
periodic training sessions to ensure that all employees comply with the relevant
laws, rules and regulations associated with their employment, including laws
prohibiting insider trading (which are discussed in further detail in Section 4
below). While we do not expect you to memorize every detail of these laws, rules
and regulations, we want you to be able to determine when to seek advice from
others. If you do have a question in the area of legal compliance, it is
important that you not hesitate to seek answers from your supervisor or the
Corporate Responsibility Officer (see Section 16).
  Disregard
of the law will not be tolerated. Violation of domestic or foreign laws, rules
and regulations may subject an individual as well as the Company to civil and/or
criminal penalties. You should be aware that conduct and records, including
emails, are subject to internal and external audits and to discovery by third
parties in the event of a government investigation or civil litigation. It is in
everyone's best interests to know and comply with our legal and ethical
obligations.
 
 **2.
Misuse of Company Computer Equipment**
  You may
not, while acting on behalf of the
Company, or while
using our computing or communications equipment or facilities,
either:
  §
    Access
      the internal computer system (also known as "hacking") or other resource
      of another entity without express written authorization from the entity
      responsible for operating that resource;  §
    Commit
      any unlawful or illegal act, including harassment, libel, fraud, sending
      of unsolicited bulk email (also known as "spam") in violation of
      applicable law, trafficking in contraband of any kind, or
      espionage.  If you
receive authorization to access another entity's internal computer system, or
other resource, you must make a permanent record of that authorization so that
it may be retrieved for future reference and you may not exceed the scope of
that authorization.
  Unsolicited
bulk email is regulated by law in a number of jurisdictions. If you intend to
send unsolicited bulk email to persons outside of the Company, either while
acting on our behalf or using our computing or communications equipment or
facilities, you should contact your supervisor or the Corporate Responsibility
Officer for approval.
  All data
residing on or transmitted through our computing and communications facilities,
including email and word processing documents, is the property of the Company
and subject to inspection, retention and review by the Company in accordance
with applicable law.
 
 **- 2
-**
 **3.
Environment Compliance**
  Federal
law imposes criminal liability on any person or company that contaminates the
environment with any hazardous substance that could cause injury to the
community or environment. Violation of environmental laws can be a criminal
offense and can involve monetary fines and imprisonment. We expect employees to
comply with all applicable environmental laws.
  It is our
policy to conduct our business in an environmentally responsible way that
minimizes environmental impacts. We are committed to minimizing and, if
possible, eliminating the use of any substance or material that may cause
environmental damage, reducing waste generation and disposing of all waste
through safe and responsible methods, minimizing environmental risks by
employing safe technologies and operating procedures, and being prepared to
respond appropriately to accidents and emergencies.
 
 **4.
Insider Trading**
 
 Employees
who have access to confidential (or "inside") information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except to conduct our business. All non-public information about the
Company or about companies with which we do business is considered confidential
information. To use material non-public information in connection with buying or
selling securities, including "tipping" others who might make an investment
decision on the basis of this information, is not only unethical, it is illegal.
Employees must exercise the utmost care when handling material inside
information.
 
 **5.
International Business Laws**
  Our
employees are expected to comply with the applicable laws in all countries to
which they travel, in which they operate and where we otherwise do business,
including laws prohibiting bribery, corruption or the conduct of business with
specified individuals, companies or countries. The fact that in some countries
certain laws are not enforced or that violation of those laws is not subject to
public criticism will not be accepted as an excuse for noncompliance. In
addition, we expect employees to comply with U.S. laws, rules and regulations
governing the conduct of business by its citizens and corporations outside the
U.S.
  These
U.S. laws, rules and regulations, which extend to all our activities outside the
U.S., include:
  §
    The
      Foreign Corrupt Practices Act, which prohibits directly or indirectly
      giving anything of value to a government official to obtain or retain
      business or favorable treatment, and requires the maintenance of accurate
      books of account, with all company transactions being properly
      recorded  §
    U.S.
      Embargoes, which restrict or, in some cases, prohibit companies, their
      subsidiaries and their employees from doing business with certain other
      countries identified on a list that changes periodically (including
      currently, for example, Angola (partial), Burma (partial), Cuba, Iran,
      Iraq, Libya, North Korea, Sudan and Syria) or specific companies or
      individuals  §
    Export
      Controls, which restrict travel to designated countries or prohibit r
      restrict the export of goods, services and technology to designated
      countries, denied persons or denied entities from the U.S., or the
      re-export of U.S. origin goods from the country of original destination to
      such designated countries, denied companies or denied
    entities  §
    Anti-boycott
      Compliance, which prohibits U.S. companies from taking any action that has
      the effect of furthering or supporting a restrictive trade practice or
      boycott that is fostered or imposed by a foreign country against a country
      friendly to the U.S. or against any U.S. person  If you
have a question as to whether an activity is restricted or prohibited, seek
assistance before taking any action, including giving any verbal assurances that
might be regulated by international laws.
 
 **- 3
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 **6.
Conflicts of Interest**
  A
"conflict of interest" occurs when an individual's personal interest may
interfere in any way with the performance of his or her duties or the best
interests of the Company. A conflicting personal interest could result from an
expectation of personal gain now or in the future or from a need to satisfy a
prior or concurrent personal obligation. We expect our employees to be free from
influences that conflict with the best interests of the Company. Even the
appearance of a conflict of interest where none actually exists can be damaging
and should be avoided. Whether or not a conflict of interest exists or will
exist can be unclear. Conflicts of interest are prohibited unless specifically
authorized as described below.
 
 If you
have any questions about a potential conflict, or if you become aware of an
actual or potential conflict, and you are not an officer or director of the
Company, you should discuss the matter with your supervisor or the Corporate
Responsibility Officer (as further described in Section 16). Supervisors may not
authorize conflict of interest matters without first seeking the approval of the
Corporate Responsibility Officer and filing with the Corporate Responsibility
Officer a written description of the authorized activity. If the supervisor is
involved in the potential or actual conflict, you should discuss the matter
directly with the Corporate Responsibility Officer. Factors that may be
considered in evaluating a potential conflict of interest are, among
others:
  §
    Whether
      it may interfere with the employee's job performance, responsibilities or
      morale;  §
    Whether
      the employee has access to confidential
information;  §
    Whether
      it may interfere with the job performance, responsibilities or morale of
      others within the organization;  §
    Any
      potential adverse or beneficial impact on our
business;  §
    Any
      potential adverse or beneficial impact on our relationships with our
      customers or suppliers or other service
providers;  §
    Whether
      it would enhance or support a competitor's
position;  §
    The
      extent to which it would result in financial or other benefit (direct or
      indirect) to the employee;  §
    The
      extent to which it would result in financial or other benefit (direct or
      indirect) to one of our customers, suppliers or other service
      providers;  §
    The
      extent to which it would appear improper to an outside
      observer. 
 The
following are examples of situations that may, depending on the facts and
circumstances, involve conflicts of interests:
  §
    Employment
      by (including consulting for) or service on the board of a competitor,
      customer or supplier or other service provider. Activity that enhances or
      supports the position of a competitor to the detriment ofthe
      Company isprohibited, including employment by or service on the board of a
      competitor. Employment by or service on the board of a customer or
      supplier or other service provider is generally discouraged and you must
      seek authorization in advance if you plan to take such
    action.  §
    Owning,
      directly or indirectly, a significant financial interest in any entity
      that does business, seeks to do business or competes with us. In addition
      to the factors described above, persons evaluating ownership for conflicts
      of interest will consider the size and nature of the investment; the
      nature of the relationship between the other entity and the Company; the
      employee's access to confidential information and the employee's ability
      to influence corporation decisions. If you would like to acquire a
      financial interest of that kind, you must seek approval in
      advance.  §
    Soliciting
      or accepting gifts, favors, loans or preferential treatment from any
      person or entity that does business or seeks to do business with us. See
      Section 10 for further discussion of the issues involved in this type of
      conflict.  §
    Soliciting
      contributions to any charity or for any political candidate from any
      person or entity that does business or seeks to do business with
      us.  §
    Taking
      personal advantage of corporate opportunities. See Section 7 for further
      discussion of the issues involved in this type of
  conflict.  §
    Moonlighting
      without permission.  §
    Conducting
      our business transactions with your family member, significant other or
      person who shares your household or a business in which you have a
      significant financial interest. 
 §
    Exercising
      supervisory or other authority on behalf of the Company, over a co-worker
      who is also a family member.  §
    Loans
      to, or guarantees of obligations of, employees or their family members by
      the Company could constitute an improper personal benefit to the
      recipients of these loans or guarantees, depending on the facts and
      circumstances. Some loans are expressly prohibited by law and applicable
      law requires that our Board of Directors approve all loans and guarantees
      to employees. 
 **- 4
-**
 **7.
Corporate Opportunities**
  You may
not take personal advantage of opportunities that are presented to you or
discovered by you as a result of your position with us, or through your use of
corporate property or information, unless authorized by your supervisor or the
Corporate Responsibility Officer. Even opportunities that are acquired privately
by you may be questionable if they are related to our existing or proposed lines
of business. Participation in an investment or outside business opportunity that
is related to our existing or proposed lines of business must be pre-approved.
You cannot use your position with us or corporate property or information for
improper personal gain, nor can you compete with us in any way.
 
 **8.
Maintenance of Corporate Books, Records, Documents and
Accounts;**
 **Financial
Integrity; Public Reporting**
  The
integrity of our records and public disclosure depends on the validity, accuracy
and completeness of the information supporting the entries to our books of
account. Therefore, our corporate and business records should be completed
accurately and honestly. The making of false or misleading entries, whether they
relate to financial results or test results, is strictly prohibited. Our records
serve as a basis for managing our business and are important in meeting our
obligations to customers, suppliers, creditors, employees and others with whom
we do business. As a result, it is important that our books, records and
accounts accurately and fairly reflect, in reasonable detail, our assets,
liabilities, revenues, costs and expenses, as well as all transactions and
changes in assets and liabilities.
  We
require that:
  §
    No
      entry be made in our books and records that intentionally hides or
      disguises the nature of any transaction or of any of our liabilities, or
      misclassifies any transactions as to accounts or accounting
      periods;  §
    Transactions
      be supported by appropriate documentation;  §
    The
      terms of sales and other commercial transactions be reflected accurately
      in the documentation for those transactions and all such documentation be
      reflected accurately in our books and records;  §
    Employees
      comply with our system of internal controls;  §
    No
      cash or other assets be maintained for any purpose in any unrecorded or
      "off-the-books" fund.  Our
accounting records are also relied upon to produce reports for our management,
stockholders and creditors, as well as for governmental agencies. In particular,
we rely upon our accounting and other business and corporate records in
preparing the periodic and current reports that we file with the SEC. These
reports must provide full, fair, accurate, timely and understandable disclosure
and fairly present our financial condition and results of operations. Employees
who collect, provide or analyze information for or otherwise contribute in any
way in preparing or verifying these reports should strive to ensure that our
financial disclosure is accurate and transparent and that our reports contain
all of the information about the Company that would be important to enable
stockholders and potential investors to assess the soundness and risks of our
business and finances and the quality and integrity of our accounting and
disclosures.
 
 In
addition:
  §
    No
      employee may take or authorize any action that would cause our financial
      records or financial disclosure to fail to comply with generally accepted
      accounting principles, the rules and regulations of the SEC or other
      applicable laws, rules and regulations;  §
    All
      employees must cooperate fully with our Accounting, as well as our
      independent public accountants and counsel, respond to their questions
      with candor and provide them with complete and accurate information to
      help ensure that our books and records, as well as our reports filed with
      the SEC, are accurate and complete;  §
    No
      employee should knowingly make (or cause or encourage any other person to
      make) any false or misleading statement in any of our reports filed with
      the SEC or knowingly omit (or cause or encourage any other person to omit)
      any information necessary to make the disclosure in any of our reports
      accurate in all material respects.  Any
employee who becomes aware of any departure from these standards has a
responsibility to report his or her knowledge promptly to a supervisor, the
Corporate Responsibility Officer or one of the other compliance resources
described in Section 16.
 
 **- 5
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 **9.
Fair Dealing**
  We strive
to outperform our competition fairly and honestly. Advantages over our
competitors are to be obtained through superior performance of our products and
services, not through unethical or illegal business practices. Acquiring
proprietary information from others through improper means, possessing trade
secret information that was improperly obtained, or inducing improper disclosure
of confidential information from past or present employees of other companies is
prohibited, even if motivated by an intention to advance our interests. If
information is obtained by mistake that may constitute a trade secret or other
confidential information of another business, or if you have any questions about
the legality of proposed information gathering, you must consult your supervisor
or the Corporate Responsibility Officer, as further described in Section
16.
 
 You are
expected to deal fairly with our customers, suppliers, employees and anyone else
with whom you have contact in the course of performing your job. No employee may
take unfair advantage of anyone through misuse of confidential information,
misrepresentation of material facts or any other unfair dealing
practice.
 
 Employees
involved in procurement have a special responsibility to adhere to principles of
fair competition in the purchase of products and services by selecting suppliers
based exclusively on normal commercial considerations, such as quality, cost,
availability, service and reputation, and not on the receipt of special
favors.
 
 **10.
Gifts and Entertainment**
  Business
entertainment and gifts are meant to create goodwill and sound working
relationships and not to gain improper with customers or facilitate approvals
from government officials. Unless express permission is received from a
supervisor or the Corporate Responsibility Officer, entertainment and gifts
cannot be offered, provided or accepted by any employee unless consistent with
customary business practices and not (a) excessive in value, (b) in cash, (c)
susceptible of being construed as a bribe or kickback or (d) in violation of any
laws. This principle applies to our transactions everywhere in the world, even
where the practice is widely considered "a way of doing business." Under some
statutes, such as the U.S. Foreign Corrupt Practices Act (further described in
Section 5), giving anything of value to a government official to obtain or
retain business or favorable treatment is a criminal act subject to prosecution
and conviction. Discuss with your supervisor or the Corporate Responsibility
Officer any proposed entertainment or gifts if you are uncertain about their
appropriateness.
 
 **11.
Antitrust**
  Antitrust
laws are designed to protect the competitive process. These laws generally
prohibit:
  §
    Agreements,
      formal or informal, with competitors that harm competition or customers,
      including price fixing and allocations of customers, territories or
      contracts;  §
    Agreements,
      formal or informal, that establish or fix the price at which a customer
      may resell a product;  §
    The
      acquisition or maintenance of a monopoly or attempted monopoly through
      anti-competitive conduct.  Certain
kinds of information, such as pricing, production and inventory, should not be
exchanged with competitors, regardless of how innocent or casual the exchange
may be and regardless of the setting, whether business or social.
  Understanding
the requirements of antitrust and unfair competition laws of the various
jurisdictions where we do business can be difficult, and you are urged to seek
assistance from your supervisor or the Corporate Responsibility Officer whenever
you have a question relating to these laws.
 
 **12.
Protection and Proper Use of Company Assets**
  All
employees are expected to protect our assets and ensure their efficient use.
Theft, carelessness and waste have a direct impact on our profitability. Our
property, such as laboratory equipment, office equipment, office supplies and
computer equipment, are expected to be used only for legitimate business
purposes, although incidental personal use may be permitted. Employees should be
mindful of the fact that we retain the right to access, review, monitor and
disclose any information transmitted, received or stored using our electronic
equipment, with or without an employee's or third party's knowledge, consent or
approval. Any misuse or suspected misuse of our assets must be immediately
reported to your supervisor or the Corporate Responsibility
Officer.
 
 **- 6
-**
 **13.
Confidentiality**
  One of
our most important assets is our confidential information. Employees who have
received or have access to confidential information should take care to keep
this information confidential. Confidential information may include business,
marketing and service plans, financial information, product architecture, source
codes, engineering and manufacturing ideas, designs, databases, customer lists,
pricing strategies, personnel data, personally identifiable information
pertaining to our employees, customers or other individuals (including, for
example, names, addresses, telephone numbers and social security numbers), and
similar types of information provided to us by our customers, suppliers and
partners. This information may be protected by patent, trademark, copyright and
trade secret laws.
  Except
when disclosure is authorized or legally mandated, you must not share our or our
suppliers' or customers' confidential information with third parties or others
within the Company, who have no legitimate business purpose for receiving that
information. Doing so would constitute a violation of the employment agreement
that you signed upon joining us. Unauthorized use or distribution of this
information could also be illegal and result in civil liability and/or criminal
penalties.
  You
should also take care not to inadvertently disclose confidential information.
Materials that contain confidential information, such as memos, notebooks,
computer disks and laptop computers should be stored securely. Unauthorized
posting or discussion of any information concerning our business, information or
prospects on the Internet is prohibited. You may not discuss our business,
information or prospects in any "chat room," regardless of whether you use your
own name or a pseudonym. Be cautious when discussing sensitive information in
public places like elevators, airports, restaurants and "quasi-public" areas
within the Company. All Company e-mails, voicemails, and other communications
are presumed confidential and should not be forwarded or otherwise disseminated
outside of the Company, except where required for legitimate business
purposes.
  In
addition to the above responsibilities, if you are handling information
protected by any privacy policy published by us, then you must handle that
information solely in accordance with the applicable policy.
  8
 **- 7
-**
  **14.
Media/Public Discussions**
  It is our
policy to disclose material information concerning the Company to the public
only through specific limited channels to avoid inappropriate publicity and to
ensure that all those with an interest in the Company will have equal access to
information. All inquiries or calls from the press and financial analysts should
be referred to the CEO, President or the investor relations department. We have
designated our CEO, President and CFO as our official spokespersons for
financial matters. We have designated our CEO and President as our official
spokespersons for marketing, technical and other related information. Unless a
specific exception has been made by the CEO, President or CFO, these designees
are the only people who may communicate with the press on behalf of the
Company.
 
 **15.
Waivers**
  Any
waiver of this Code for executive officers (including, where required by
applicable laws, our principal executive officer, principal financial officer,
principal accounting officer or controller (or persons performing similar
functions)) or directors may be authorized only by our Board of Directors or a
committee of the Board and will be disclosed to stockholders as required by
applicable laws, rules and regulations.
 
 **16.
Compliance Standards and Procedures**
  **Compliance
Resources**
  To
facilitate compliance with this Code, we have established the position of
Corporate Responsibility Officer to oversee this program. The
Corporate Responsibility Officer is a person to whom you can address any
questions or concerns. We will keep all applicable persons informed as to the
identity of and the contact information for the Corporate Responsibility
Officer.
  In
addition to fielding questions or concerns with respect to potential violations
of this Code, the Corporate Responsibility Officer is responsible
for:
  §
    Investigating
      possible violations of the Code;  §
    Training
      new employees in Code policies;  §
    Conducting
      annual training sessions to refresh employees' familiarity with the
      Code;  §
    Distributing
      copies of the Code annually to each employee with a reminder that each
      employee is responsible for reading, understanding and complying with the
      Code;  §
    Updating
      the Code as needed and alerting employees to any updates, with appropriate
      approval of the Board of Directors, to reflect changes in the law, the
      Company’s operations and in recognized best practices, and to reflect the
      Company’s experience;  §
    Otherwise
      promoting an atmosphere of responsible and ethical
  conduct.  Your most
immediate resource for any matter related to the Code is your supervisor. He or
she may have the information you need, or may be able to refer the question to
another appropriate source. There may, however, be times when you prefer not to
go to your supervisor. In these instances, you should feel free to discuss your
concern with the Corporate Responsibility Officer.
 
 **Clarifying
Questions and Concerns; Reporting Possible Violations**
  If you
encounter a situation or are considering a course of action and its
appropriateness is unclear, discuss the matter promptly with your supervisor or
the Corporate Responsibility Officer; even the appearance of impropriety can be
very damaging and should be avoided.
  If you
are aware of a suspected or actual violation of Code standards by others, you
have a responsibility to report it. You are expected to promptly provide a
compliance resource with a specific description of the violation that you
believe has occurred, including any information you have about the persons
involved and the time of the violation. Whether you choose to speak with your
supervisor or the Corporate Responsibility Officer, you should do so without
fear of any form of retaliation. We will take prompt disciplinary action against
any employee who retaliates against you, up to and including termination of
employment.
  
  Supervisors
must promptly report any complaints or observations of Code violations to the
Corporate Responsibility Officer. The Corporate Responsibility Officer will
investigate all reported possible Code violations promptly and with the highest
degree of confidentiality that is possible under the specific circumstances.
Your cooperation in the investigation will be expected. As needed, the Corporate
Responsibility Officer will consult with the Board of Directors.
  If the
investigation indicates that a violation of the Code has probably occurred, we
will take such action as we believe to be appropriate under the circumstances.
If we determine that an employee is responsible for a Code violation, he or she
will be subject to disciplinary action up to, and including, termination of
employment and, in appropriate cases, civil action or referral for criminal
prosecution. Appropriate action may also be taken to deter any future Code
violations.