Exhibit 14

CODE OF BUSINESS CONDUCT AND ETHICS(as approved by the Board of Directors as of
December 31, 2003)

THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER
(INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
ACCOUNTING OFFICER), AND EMPLOYEE OF COMPOSITE TECHNOLOGY CORPORATION (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:

|  |                                                                                                        
|- | -------------------------------------------------------------------------------------------------------
| | honest and
  ethical conduct;                                                                          
| | avoidance of
  conflicts of interest;                                                                  
| | full, fair,
  accurate, timely and transparent disclosure;                                             
| | compliance
  with applicable government and self-regulatory organization laws, rules and
  regulations;
| | prompt
  internal reporting of Code violations; and                                                    
| | 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:

|  |                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | understand
  the requirements of your position, including Company expectations and
  governmental rules and regulations that apply to your position;
| | comply with
  this Code and all applicable laws, rules and regulations;                                                                             
| | report any
  violation of this Code of which you become aware; and                                                                                  
| | be
  accountable for complying with this Code.                                                                                                      

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|                 
|-----------------
|TABLE OF CONTENTS
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|                                                                   |  |  
|------------------------------------------------------------------ |  | -
|ETHICS ADMINISTRATOR                                               |  | 1
|ACCOUNTING POLICIES                                                |  | 1
|AMENDMENTS AND MODIFICATIONS OF THIS CODE                          |  | 1
|ANTI-BOYCOTT AND U.S. SANCTIONS LAWS                               |  | 1
|ANTITRUST AND FAIR COMPETITION LAWS                                |  | 1
|BRIBERY                                                            |  | 2
|COMPLIANCE WITH LAWS, RULES AND REGULATIONS                        |  | 3
|COMPUTER AND INFORMATION SYSTEMS                                   |  | 3
|CONFIDENTIAL INFORMATION BELONGING TO
  OTHERS                     |  | 3
|CONFIDENTIAL AND PROPRIETARY INFORMATION                           |  | 3
|CONFLICTS OF INTEREST                                              |  | 4
|CORPORATE OPPORTUNITIES AND USE AND
  PROTECTION OF COMPANY ASSETS |  | 5
|DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE                        |  | 6
|DISCLOSURE POLICIES AND CONTROLS                                   |  | 6
|ENVIRONMENT, HEALTH AND SAFETY                                     |  | 6
|FILING OF GOVERNMENT REPORTS                                       |  | 6
|FOREIGN CORRUPT PRACTICES ACT                                      |  | 6
|INSIDER TRADING OR TIPPING                                         |  | 7
|INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS
  AND TRADEMARKS        |  | 7
|INVESTOR RELATIONS AND PUBLIC AFFAIRS                              |  | 8
|POLITICAL CONTRIBUTIONS                                            |  | 8
|PROHIBITED SUBSTANCES                                              |  | 8
|RECORD RETENTION                                                   |  | 9
|REPORTING VIOLATIONS OF THIS CODE                                  |  | 9
|WAIVERS                                                            |  | 9
|CONCLUSION                                                         |  | 9

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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.

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

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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. 
Again, when in doubt about any situation, whether it is discussed below
or not, you should consult with our CEO or the chairman of the Board of
Directors, who may then direct you to our legal counsel.

The following
scenarios are prohibited for antitrust or anti-competition reasons:

|  |                                                                                                                                                                                                                                  
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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;
| | proposals or
  agreements or understanding with customers which restrict the price or other
  terms at which the customer may resell or lease any product to a third party;
  or                                                 
| | proposals or
  agreements or understanding 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:

|  |                                                                                              
|- | ---------------------------------------------------------------------------------------------
| | exclusive
  arrangements for the purchase or sale of products or services;                   
| | bundling of
  goods and services;                                                            
| | technology
  licensing agreements that restrict the freedom of the licensee or licensor;
  or
| | agreements
  to add an employee of the Company to another entitys board of Directors.       

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.

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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, including
but not limited to partners, suppliers, contractors, competitors or customers,
just as we protect our own confidential information.  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 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 methods, inventions, improvements or discoveries, whether
or not patentable or

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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:

|  |                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | information
  that is in the public domain to the extent it is readily available;                                                               
| | information
  that becomes generally known to the public other than by disclosure by the
  Company or a director, officer or employee; or       
| | 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 made or
compiled by the director, officer or employee or made available to you prior to
or during the term of your association with the Company, 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, and shall be
delivered to the Company by you on the termination of your association with us
or at any other time we request.

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:

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | 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.
| 
| | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|  | °                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  | 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:

|  |                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------
| | taking for
  yourself, personally, opportunities that are discovered through the use of
  Company property, information or position;
| | using
  Company property, information or position for personal gain; or                                                             
| | 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.

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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.  Proper reporting of
reliable, truthful and accurate information is a complex process involving
cooperation between many departments and disciplines. We must all work together
to insure that reliable, truthful and accurate information is disclosed to the
public.

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 principal accounting
officer.  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, principal accounting officer 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

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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.

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:

|  |                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------
| | buy or sell
  securities (or derivatives relating to such securities) of the Company, or                                
| | 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 of 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:

|  |                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | undisclosed
  annual, quarterly or monthly financial results, a change in earnings or
  earnings projections, or unexpected or unusual gains or losses in major
  operations;
| | undisclosed
  negotiations and agreements regarding mergers, concessions, joint ventures,
  acquisitions, divestitures, business combinations or tender offers;              
| | undisclosed
  major management changes;                                                                                                                                      
| | a
  substantial contract award or termination that has not been publicly
  disclosed;                                                                                        
| | a major
  lawsuit or claim that has not been publicly disclosed;                                                                                                             
| | the gain or
  loss of a significant customer or supplier that has not been publicly
  disclosed;                                                                             
| | an
  undisclosed filing of a bankruptcy petition by the Company;                                                                                                             
| | information
  that is considered confidential; and                                                                                                                           
| | 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.

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, manufactures,
processes, improvements, data, computer

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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.

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.

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.

PROHIBITED SUBSTANCES

We have
policies prohibiting the use of alcohol, illegal drugs or other prohibited
items, including legal drugs which affect the ability to perform ones work
duties, 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

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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.

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:

|  |                                                                                    
|- | -----------------------------------------------------------------------------------
| | Does it feel
  right?                                                              
| | Is this
  action ethical in every way?                                             
| | Is this
  action in compliance with the law?                                       
| | Could my
  action create an appearance of impropriety?                             
| | 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.



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