Exhibit
14.1


VELOCITY
ENERGY INC.





CODE
OF BUSINESS CONDUCT











1.
Purpose





The Board
of Directors of Velocity Energy Inc. ("Company") has adopted this published this
Code of Business Conduct ("Code") as a guide to ethical decision-making. While
the standards in the Code are mainly based on laws to which we are all subject
(“applicable law”), in some cases they go beyond legal obligations. In this
respect, the Code reflects our core values of honest and ethical conduct; good
faith and fair dealing with the Company’s employees and other personnel,
customers, suppliers, competitors, and the public; and full compliance with the
letter and spirit of applicable law that define the Company guided by the
principle that we must strive to avoid any circumstances that may give rise to
impropriety or even the appearance of impropriety.





Many of
the subjects addressed herein are also more specifically addressed in other
Company policies. To the extent of any conflict or contradiction between and
among any of these sources, any reasonable construction or interpretation that
harmonizes such apparent conflicts and contradictions should be employed
wherever possible, but, if not possible, applicable law will always take
precedence and interpretations relying on specific Company policies will take
precedence over the more general descriptions and summaries hereunder.
Capitalized terms used herein may generally be defined and more fully explained
in such specific Company policies.





The
standards in this Code may be further explained or implemented through other
Company policies that relate to specific issues or specific areas of our
business. Further guidance regarding the resolution of actual or apparent
conflicts as discussed above or other legal, business, and ethical concerns
should be sought from the Company’s Chief Legal Officer.





Each of
us is personally responsible for making sure that our business decisions and
actions comply at all times with this Code. Given the pace of changes in our
industry, no set of standards should be considered the final word in all
circumstances. When you have doubts about the application of a standard or
concerns that the Company has not addressed a situation that presents an ethical
issue, you should seek guidance from your immediate supervisor or from the
Company's Chief Legal Officer, as appropriate. In addition to our compliance
with this Code, each of us has a duty to report behavior on the part of others
that appears to violate this Code, any other compliance policy or procedure of
the Company and/or applicable law.










All
supervisory and management personnel, including but not limited to all officers
and directors of the Company, have a special responsibility to lead according to
the standards of this Code, in both words and action. Our supervisory and
management personnel are also expected to adhere to and promote our "open door"
policy. This means that they are available to anyone with ethical concerns,
questions, or complaints. All concerns, questions, and complaints will be taken
seriously and handled promptly, confidentially, and professionally. No
retaliatory action will be taken against any employee for raising concerns,
questions, or complaints in good faith.





The
following standards of conduct will be enforced at all organizational levels.
Anyone who violates them will be subject to prompt disciplinary action, up to
and including separation from employment.





2.
Covered
Persons





This Code
applies to all officers, directors, and employees of the Company and its
Affiliates and Subsidiaries (as may be defined under applicable
law).





Wherever
we do business, we are required to comply with all applicable laws, rules and
regulations. We are also responsible for complying with requirements of
contracts that we have entered into with other parties, such as distribution
agreements, intellectual property licenses, confidentiality agreements, leases,
and other agreements. The standards in this Code must, of course, be interpreted
in light of the applicable law and best industry practices of the areas in which
we operate as well as good common sense. Any suspected or actual violation of
any applicable law, rule, or regulation or our contractual undertakings should
be reported immediately to your immediate supervisor or the Chief Legal
Officer.





3.
Conflicts of
Interest





A
conflict of interest occurs whenever our private personal or business interests
interfere with the business interests of the Company as a whole. In order for
the Company to carry out its business effectively, it must be assured of the
loyalty of each of its officers, directors, employees, and other personnel. We
must therefore refrain from entering into relationships that might impair their
judgment as to what is best for the Company. Even relationships that give the
appearance of a conflict of interest should be avoided. If these standards apply
to you personally, you cannot avoid the application of these standards by acting
through someone else, such as a friend or family member.





There are
many different ways in which conflicts of interest arise. For example, personal
financial interests, obligations to another Company or governmental entity or
the desire to help a relative or friend are all factors that might divide our
loyalties. To clarify what we mean, we have set out below our policies about the
most common types of conflict of interest.




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If you
believe it is not possible to avoid a conflict of interest you must bring this
to the attention of, and make full written disclosure of the surrounding
circumstances to, your immediate supervisor, who should in appropriate
circumstances bring it to the attention of the Company's Chief Legal Officer. If
your immediate supervisor is unavailable, you may bring the matter to the
attention of the Chief Legal Officer.





A. Outside Employment and
Directorships





Executive
officers and members of the Board of Directors (the "Board") of the Company may
not work for or receive compensation for services from any competitor, customer,
distributor, or supplier, without the approval of the Board. In addition, they
may not serve on the board of directors of another Company or of a governmental
agency without the prior written approval of the Company’s Board of Directors.
If the Board of Directors reaches the determination that serving on a Board of
Directors, School Board, industry association, community service or otherwise
would not be in competition with the Company, breach any duty of loyalty to the
Company, or otherwise violate this Code, other Company policies, or applicable
law, approval for such requests made after full disclosure to, and careful
consideration of, the Company’s Board of Director, may be granted and, if
applicable, receipt of reasonable consideration comparable to that received by
other persons serving in similar capacities with such organization. Employment
or service as an official of any regulatory agency with jurisdiction over the
business activities of the Company or professional services or similar direct
labor for any competitor, customer, distributor, or supplier would almost
certainly be prohibited, absent extraordinary circumstances, and in any event
may be undertaken only with the prior written approval of the Company's Chief
Executive Officer or Chief Legal Officer and then only if all appropriate steps
to separate Company and non-Company activities. The Chief Executive Officer or
Chief Legal Officer will assist you in determining what steps are appropriate in
any such approved situation.





B. Investments





You or
any member of your immediate family (your spouse or your children living with
you), may not have financial interests in any competitor, customer, distributor
or supplier where this would influence, or appear to influence, your actions on
behalf of the Company or their actions regarding the Company. This restriction
would not ordinarily apply in the event of investment in the publicly traded
securities of a company listed on a nationally recognized exchange so long as
your investment decisions are not based upon your knowledge of any Material
Information concerning such company that is not in the public domain or which
would otherwise be in violation of the Company’s Insider Trading Policy, this
Code, or applicable law; provided, however, that your ownership of publicly
traded securities in excess of 4.9% of the publicly traded stock would almost
always be strictly prohibited, except in some limited situations where your
ownership preceded your association with the Company, devolves through
inheritance or other operation of law, or other extraordinary circumstances. If
there is any doubt about how any actual or potential investment might be
perceived, you should discuss it in advance with your immediate supervisor or
the Chief Legal Officer and the Company will consult with you and the
professional advisers on the appropriate means of handling such situations, such
as, for example, holding such interests in a blind trust or divesting such
interests if reasonably feasible to do so.




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C. Using the Company's Time and Assets
for Personal Benefit





All
employees have a duty of loyalty to the Company that imposes an obligation to
protect the assets of the Company from theft, waste, and harm as well as to
ensure their proper use to advance the legitimate business purposes and goals of
the Company. Accordingly, you may not, directly or indirectly, misappropriate
the Company’s assets, which includes not only tangible assets but your time and
commitment for the use of the Company in the scope of your employment.
Accordingly, performing non-Company work or solicitation of that work on the
Company's premises or while working on the Company's time, including any paid
leave you are granted by the Company, would be a violation of this particular
requirement. You are therefore not permitted to use Company assets (including
equipment, materials, resources or proprietary information) for personal gain
outside the scope of your employment or engage in any outside work that would be
in contravention of this Code, other Company policies, or applicable law. All
restrictions and prohibitions hereunder are subject to considerations of
reasonableness, avoidance of actual impropriety or even the appearance of
impropriety, and common sense as, for example, permitting the incidental use of
the telephone or other insignificant uses of the Company’s time and assets that
do not unduly detract from the individual’s devotion of appropriate time and
attention to his or her business responsibilities.





D. Loans to Employees





Loans to
and guarantees of obligations of employees, officers or directors incurred for
personal reasons can also present conflicts of interest. Company loans are
generally prohibited by law in the case of the Company's officers and directors,
except under certain circumstances with respect to the redemption of stock
options or other equity compensation, advances for salaries and expenses, use of
Company credit cards, and as otherwise allowed in accordance with Company
Policy.





E. Acceptance of Gifts and
Entertainment





The
acceptance of gifts and entertainment by you or members of your family may
present a conflict of interest and, in certain circumstances, be construed as a
bribe, kickback, or payoff that would be in a criminal violation. While you are
permitted to accept meals, attend local or nearby recreational, sporting or
cultural events, and accept reasonable non-cash gifts of nominal value, such as
unsolicited promotional items or holiday gifts, you are prohibited from
accepting or soliciting anything that might reasonably be deemed to affect your
judgment or that is accompanied by any express or implied understanding that you
are in any way obligated do to something in exchange for the gift. Similarly,
you may accept entertainment, but only insofar as it is not lavish or excessive
and is furnished in accordance with normal and lawful industry custom. You are
strictly prohibited from soliciting gifts, gratuities or business courtesies for
yourself or for the benefit of any family member or friend. All restrictions and
prohibitions hereunder are subject to considerations of reasonableness,
avoidance of actual impropriety or even the appearance of impropriety, and
common sense.




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F. Family Members and Close Personal
Relationships





The
Company's standards of conduct are not intended to unreasonably intrude on our
personal lives. Situations may arise, however, where our relationships with
family members and friends create conflicts of interest. Generally, you are
prohibited from being in the position of supervising, reviewing or having any
influence on the job evaluation or salary of your relatives or friends. If you
have family members or friends that work for the Company or for businesses
seeking to provide goods or services to the Company, you may not use your
personal influence to affect negotiations. If you are an officer or director of
the Company, you must notify the Company’s Chief Legal Officer, who will review
the proposed transaction who will, in his professional judgment, consult with
the Chief Executive Officer and/or or notify the Audit Committee of the
Company’s Board of Directors for its review and action, including, if deemed
reasonably desirable or necessary, seeking approval of the Company’s Board of
Directors. If you have relatives or friends that work for competitors, you
should bring this fact to the attention of your immediate supervisor and discuss
any difficulties that might arise so that you, your supervisor, and the Company
can take appropriate steps to minimize any potential conflict of
interest.





G. Public Service





We
encourage you to be active in the political and civic life of your community,
including charitable or educational activities. When doing so and making any
public communication, you should clarify that your views are yours individually
and are not being expressed as an employee of the Company. Your participation in
or service to the community may also at times place you in a situation in which
a conflict of interest with the Company could arise. This could occur, for
example, where the community is engaged in a negotiation with the Company for
goods or services or with respect to some other matter. Applicable law may
require or permit you to abstain from any decisions where these circumstances
exist, depending on your position within the Company and other factors. Before
participating in such a decision, you should seek advice from the Company’s
Chief Legal Officer and should in any event make it clear to the responsible
persons that you are an employee of the Company.  If you do abstain,
you should make it clear that your action is to avoid a potential conflict of
interest or the appearance of one. You may not engage in any type of
solicitation or distribution activities not relating to the business of the
Company on Company premises without the approval of your immediate
supervisor.





You may
not make any political contribution as a representative of the Company. You must
also avoid lobbying activities or even the appearance of lobbying any
governmental body or public official as a representative of the Company without
the prior written approval of the Chief Legal Officer.




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H. Corporate Opportunities





You may
not appropriate to yourself, or to any other person or organization, the benefit
of any business venture, opportunity or potential opportunity that you learn
about in the course of your employment and that is in the Company's line of
business without first obtaining the Company's consent. It is never permissible
for you to compete against the Company, either directly or indirectly.
Employees, officers and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.








4.
Electronic Media &
Software





All
electronic media and communications systems such as voice mail, e-mail,
commercial software and access to the Internet through Microsoft Internet
Explorer or any other Internet service providers are the property of the
Company. Communications on these systems are not private communications, but are
business records that may be monitored by the Company or subpoenaed by a court
of law, and you should have no privacy expectations with respect to
communications sent over these systems.





These
systems should not be used to knowingly, recklessly or maliciously post, store,
transmit, download or distribute any threatening, abusive, libelous, defamatory
or obscene materials of any kind constituting a criminal offense, giving rise to
civil liability or otherwise violating any applicable law, this Code or other
Company policies. The Company's policy against sexual harassment,
discrimination, compliance with applicable law, and other misconduct or breach
of your obligations to the Company applies fully to the use of e-mail and other
electronic media by you.








5.
Shareholder &
Media Relations





The
Company has a duty to provide, and will always strive to provide, accurate,
appropriate and timely material information to the public, including our
shareholders, and to the media to keep them informed of matters which affect our
organization. To assure consistency and accuracy in these communications and to
prevent the inadvertent disclosure of confidential information, you should not
give statements to shareholders or the media. If you are contacted by a
shareholder, the request should be immediately forwarded to the Company's Chief
Legal Officer or Chief Financial Officer. If you are contacted by the media, the
request should be forwarded to the Chief Legal Officer or Chief Financial
Officer of the Company or, if regarding a legal matter, the Company's Chief
Legal Officer.





6.
Securities Laws and
Insider Trading





In the
course of your duties, you may be exposed to information about the Company or
other companies that is not available to the general public. The use of such
non-public or "inside" information for securities trading purposes is strictly
forbidden, whether by you, any of your family members, or any other person to
whom you may have communicated the information. Such use of "inside" information
is not only unethical, but also illegal and could expose you to civil and
criminal penalties. U.S. law prohibits anyone who possesses "material"
non-public information about a Company to trade in its stock or other
securities. "Material" information is usually defined as any information that
might influence a reasonable investor to buy, sell, or hold stock. Common
examples include financial results, financial forecasts, possible mergers,
acquisitions or divestitures, significant wells and major changes in business
direction. U.S. law also prohibits anyone who possesses material, non-public
information from using it to tip anyone else who might trade on it.




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Violation
of applicable securities laws may result in civil and criminal penalties,
including fines or jail sentences. If you are uncertain about the legal rules
governing purchases and sales of securities you wish to make, you should review
the Company's Insider Trading Policy and, if still uncertain, you should consult
the Chief Legal Officer before trading. If you engage in insider trading you
will be subject to prompt disciplinary action, up to and including
dismissal.








7.
Confidential and
Proprietary Information





Information
is a valuable asset. Each of us has a duty to safeguard confidential and
proprietary information about the Company and information that our suppliers and
customers have entrusted to us. Generally speaking, confidential and proprietary
information is information that has not been disclosed to the general public or
that gives our business an advantage over our competitors or could expose us to
harm or liability if released prematurely or inappropriately. Common examples
include trademarks and trade secrets, as well as financial information,
corporate strategy and information about relationships with our customers and
suppliers. If you are unsure about whether information should be treated as
confidential or proprietary, you must consult with your immediate supervisor or
the Chief Legal Officer.





You must
remain conscious at all times of your duty to protect not only the Company’s own
confidential and proprietary information, but also any third party confidential
and proprietary information that the Company is contractually or otherwise
legally obligated to protect, such as information disseminated pursuant to
confidentiality agreements or Material Information as defined in the Company’s
Insider Trading Policy. For example, confidential and proprietary information
should not be discussed in public places such as elevators, airplanes or
restaurants. In no event should confidential or proprietary information be
disclosed to third parties that are not within the umbrella of covered persons
under confidentiality agreements, including family members, without the express
written consent of the Chief Legal Officer, unless this is otherwise legally
required. The duty to preserve the Company's confidential and proprietary
information is not limited to your period of employment, but continues even
after you have left the Company.




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8.
Avoidance of Unlawful
Restraints of Competition and Anti-Competitive Acts





In the
United States and in most industrialized countries, there are laws that govern
the ways in which the Company may compete. The purpose of these laws (generally
known as "competition" or "antitrust" laws) is to prevent interference with a
competitive market system. Under these laws, companies or individuals may not
enter into formal or informal agreements with other companies or individuals or
engage in certain other activities that unreasonably restrict
competition.




In
contact with competitors, you are generally prohibited from discussing
competitively sensitive information, such as prices, pricing policies, contract
terms, costs, inventories, marketing and product plans, market surveys, business
plans, plans with respect to material renovations or acquisitions of property
rights and interests, and other proprietary or confidential information. Such
discussions or any collaboration with a competitor about competitively sensitive
matters can be illegal, and subject to severe civil and criminal sanctions at
both the individual and Company level. Particular care should be taken when
attending or participating in not to engage in any conversations or other
conduct that could be deemed to be price fixing, allocating customers or
territories, unlawfully abusing a dominant market position or other restraints
of trade.





While
discussions of some sensitive information may, under certain circumstances, be
permissible, no such discussions with competitors that in any way could be
construed as promoting price fixing or other anti-competitive behavior, should
take place without prior approval of the Chief Legal Officer. You are required
to report promptly to the Chief Legal Officer any instance in which a competitor
has suggested that you collaborate with them in what may involve some violation
of antitrust laws.  Antitrust laws are extremely complex, lack precise
definitions and descriptions, and the language that is included tends to be very
broad, vague and ambiguous, and you may be well advised to seek guidance from
the Chief Legal Officer prior to attending meetings of trade associations and
similar industry organizations as well as attending periodic compliance
briefings.








9.
Protection and Proper
Use of Company Assets and Property





The
Company's success requires a strong commitment on the part of all of us to the
proper allocation and use of its assets, tangible and intangible. For these
purposes, the Company's assets include equipment, contracts or agreements,
supplies, real estate, tools, inventory, computer and information systems and
equipment, computer software, computer data, customer lists, vehicles, records
or reports, non-public information, intellectual property or other sensitive
information or materials and telephone, voice mail or e-mail communications, as
well as Company funds in any form. We have a duty to protect the Company's
assets from waste, loss, damage, misuse, theft or sabotage. We must also ensure
the efficient use of the Company's assets.




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10.
Accurate Books and
Records





U.S. law
requires the Company to make sure that its books and records accurately and
fairly represent transactions and dispositions of our assets in reasonable
detail. In all of our operations, it is a violation of Company policy, and
possibly illegal if intentional and material, for any of us to cause our books
and records to be inaccurate in any way. You must never create or participate in
the creation of records that are misleading or artificial. If you are asked to
falsify the accounting records in any manner or are aware of falsification by
anyone else in the Company, you should immediately notify Chief Executive
Officer, Chief Legal Officer or Chief Financial Officer of the Company. The
Chief Executive Officer and Chief Financial Officer of the Company will be
required to certify that they will adhere to additional principles and
responsibilities as outlined in the Code of Business Conduct and specifically
required under various securities laws and the Sarbanes-Oxley Act.





You are
expected to cooperate fully with our internal and independent auditors. In
particular, the following requirements must be strictly respected by all of
us:





A. Access to Company Assets,
Transactions on Management's Authorization





Access to
Company assets is permitted only in accordance with management's general or
specific authorization and transactions must be executed only in accordance with
management's general or specific authorizations. Transactions involving the
Company must be recorded to permit preparation of our financial statements in
conformity with generally accepted accounting principles and related
requirements and to maintain accountability for the Company's
assets.





B. Accurate Books





All
Company books and records must be accurate, complete, and in compliance with
applicable accounting standards, financial reporting standards, securities and
tax authority, and other applicable law. False or misleading entries are
strictly prohibited, and the Company will not condone any undisclosed
liabilities or unrecorded bank accounts or assets established for any
purpose.





C. Proper Payments





You may
not authorize payment of Company funds knowing that any part of the payment will
be used for any purpose other than the purpose described in the documents
supporting the payment.





D. Appropriate Internal
Controls





Administrative
and accounting controls must be implemented to provide reasonable assurance
that: (i) the Company is in full compliance with the above requirements; and
(ii) all financial and other reports are accurately and reliably prepared, and
that they fully and fairly disclose all required or otherwise material
information.




9





11.
Complete, Accurate and
Timely Disclosure





The
Company is owned by the public and its shares are listed for trading. As a
result, the Company is required by securities laws to make various disclosures
to the public in its public filings with the Securities an Exchange Commission.
The Company has implemented disclosure controls and procedures to assure that
its public disclosures are timely, compliant and otherwise complete, accurate,
fair, and readily understandable. All employees, officers and directors
responsible for the preparation of the Company's public disclosures, or who
provide information as part of that process, have a responsibility to assure
that such disclosures and information are complete, accurate and in compliance
with the Company's disclosure controls and procedures.





12.
Discrimination or
Harassment





The
Company is committed to providing a work environment that is free from any form
of discrimination on the basis of race, ethnicity, gender, creed, religion, age,
disability or sexual preference. It is our policy to provide equal opportunity
to all employees with regard to hiring, pay rates, training and development,
promotions and other terms of employment. Employment decisions will comply with
all applicable employment laws.





The
Company will not tolerate harassment, including sexual harassment, in any form.
This includes verbal or physical conduct that demeans or threatens any employee,
creates a hostile work environment, unreasonably interferes with an individual's
work performance or otherwise adversely affects an individual's
employment.





13.
Payments to Government
Personnel





Practices
that are otherwise considered acceptable in the commercial business environment,
such as providing meals, transportation, entertainment or other things of value,
may violate certain local, state, federal or foreign laws when we are dealing
with governmental agents. You must not give anything of value to governmental
agents if this could be interpreted as an attempt to curry favor on behalf of
the Company. Consult the Company’s Chief Legal Officer if there is any
uncertainty about permitted interactions with governmental agents.





The U.S.
Foreign Corrupt Practices Act ("FCPA") generally prohibits giving money or
anything of value to foreign government officials, foreign political parties or
candidates for foreign political office for the purpose of influencing a foreign
government in order to assist in obtaining or retaining business, or directing
business to any person. This includes making any payments through
intermediaries, such as sales representatives or consultants. Before making any
payment or giving anything of value to a foreign official, employees should
consult with the Company’s Chief Legal Officer. Violations of the FCPA can
result in stiff civil and criminal penalties for both the Company and the
individuals involved.




10





Commercial
bribery of any nature is a violation of Company policy and is illegal under U.S.
law. You are strictly prohibited from offering any form of bribe, kickback or
other improper inducement to any person.





14.
Whistleblower
Policy





No
officer, director or employee of the Company may discharge, demote, suspend,
threaten, harass or in any manner discriminate against an employee in the terms
and conditions of employment because of any lawful act done by the employee to
disclose information about securities fraud or other illegal or fraudulent
activity within the Company or to cooperate with fraud-related investigations or
legal proceedings conducted by the Company enforcement agency, to any member or
committee of congress or to any person with supervisory authority over the
employee or the authority to investigate misconduct within the Company. Further,
the Company strictly prohibits retaliation in any form or manner against an
officer, director or employee who participates in a proceeding concerning
securities fraud.





15.
Charitable
Contributions





We
realize that there are many worthy organizations to which financial and
non-financial contributions can be made by the Company. You are encouraged to
support community and charitable organizations as individuals in order to
improve your community. Our Company will consider and make financial
contributions on a case-by-case basis to organizations which are in the
communities where we have a facility. Preference is given to organizations
related to education.





All
requests for contributions must be submitted in writing. Upon receipt of a
request on the soliciting organization's letterhead, the CEO may approve
contributions of up to $150.00; provided, however, the aggregate amount of
approved contributions does not exceed allocations for such charitable
contributions within the Company’s budget.





16.
Waivers of the Code of
Business Conduct





Any
request for a waiver of any requirement or standard in this Code may be granted
only by the Board of Directors or by the Chief Legal Officer on a case-by-case
basis. Only the Board or a designated committee of the Board may grant waivers
involving any of the Company's executive officers or directors, and all waivers
granted to executive officers and directors will be properly disclosed in
accordance with internal corporate governance requirements and applicable law.
All personnel should be aware that the Company generally will not grant such
waivers and will do so only when good cause or other extenuating circumstances
are shown for doing so in a particular case.




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17.
Audits;
Investigations; Disciplinary Action





The
Company will conduct periodic audits of compliance with this Code. Allegations
of potential wrongdoing will be investigated by the proper corporate or
departmental personnel and, upon the advice of the Chief Legal Officer, will be
reported to the Audit Committee of the Board of Directors and to the relevant
authorities. Knowingly false accusations of misconduct will be subject to
appropriate disciplinary action, up to and including termination of employment.
You are required to cooperate fully with any internal or external investigation.
You must also maintain the confidentiality of any investigation and related
documentation, unless specifically authorized by the Chief Legal Officer to
disclose such information.





Appropriate
disciplinary penalties for violations of this Code may include counseling,
reprimands, warnings, suspensions with or without pay, demotions, salary
reductions, dismissals, and restitution. Disciplinary action may also extend to
a violator's supervisor insofar as the Company determines that the violation
involved the participation of the supervisor or reflected the supervisor's lack
of diligence in causing compliance with the Code. Any person who takes any
action whatsoever in retaliation against the employee who has in good faith
raised any question or concern about compliance with this Code will be subject
to serious sanctions, which may include termination of employment for
cause.





You are
reminded that the Company's document retention policies strictly prohibit the
destruction or alteration of documentation undertaken with the intent to
obstruct any pending or threatened investigation or proceeding of any nature or
in contemplation of a proceeding.








18.
Where to Seek Advice
and Counseling about the Code of Business Conduct





If you
have questions about this Code, you can seek guidance from your immediate
supervisor, the Chief Legal Officer, or the Chief Financial Officer as
appropriate under the circumstances. The Company's "open door" policy gives you
the freedom to approach any member of management with ethical questions or
concerns and without fear of retaliation. You also have the option to
confidentially and anonymously submit any concerns regarding questionable
accounting or auditing matters to a member of the Audit Committee of the Board.
Inquiries will be directed to the Audit Committee and the appropriate Company
representative for review, investigation, and resolution.




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