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                                                                 Exhibit 10.(ac)

                                POLICY STATEMENT
                                       ON
                   BUSINESS ETHICS AND CONFLICTS OF INTERESTS

I. INTRODUCTION; CERTIFICATE OF COMPLIANCE

         This Policy Statement on Business Ethics and Conflicts of Interests is
being issued to employees of Largo Vista Group, Ltd. ("Largo Vista" or the
"Company") to confirm the Company's commitment to conduct business in an ethical
manner and in full compliance with applicable law. It is the Company's
expectation that our employees will read and become familiar with the principles
expressed in this Policy Statement, and that those principles will be adhered to
by all employees in the discharge of their responsibilities. Employees will be
required from time to time to affirm their understanding of these principles and
their agreement to adhere to them, by signing the Certificate of Compliance that
appears at the end of this Policy Statement, and returning it to management.

II. SUMMARY OF PRINCIPLES; SPECIAL SITUATIONS

         Largo Vista employees are expected to comply with all laws governing
its operations, and to conduct business in accordance with the highest ethical
standards. Largo Vista asks the same high standard of conduct of its employees
on or off its property. The following is a summary of principles which guide
Largo Vista's business practices under these policies. Although we believe that
these principles will address almost every situation, it may be appropriate to
consult with management even when a gift or other item falls within the
guidelines. That might be the case when the kind of service provided to Largo
Vista by the outside party is particularly sensitive, or when a gift or
entertainment item might be very unusual under the circumstances. In such cases,
Largo Vista requires that the employee either get advance approval from
management, or, where advance approval is not practical, the employee should
request approval to retain the item in question.

         1. Employees shall not be involved in any activity, including personal
investment, which is or gives the appearance of conflict of interest with the
business of Largo Vista. Outside business interests require the prior approval
of Largo Vista.

         2. Employees dealing with contractors, carriers, suppliers,
consultants, customers and other persons having business with the company, shall
conduct such activities in the best interests of Largo Vista, without favor or
preference.

         3. Gifts, hospitality (meals and the like), entertainment or anything
of value, beyond commonly recognized limits, shall not be accepted by employees
or their family members from any person who has business dealings with Largo
Vista. Gifts, hospitality and entertainment which, because of their nature or
value, might reasonably be expected to influence the employee's independent
judgment, are beyond acceptable limits. Such value will be measured by the usual
standard of living of both the employee and the other person.


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         4. Under no circumstances may cash payments be made to customers. Other
gifts, favors and entertainment extended to customers are to be limited in kind
and value. The terms of a customer's employee gift policy will be honored by
Largo Vista without exception.

         5. Employees in a subordinate/supervisory relationship are not to
exchange favors or gifts which could, or appear, to give rise to an obligation.
Employees may not use Company property as gifts for other employees.

         6. The Company's property (supplies, personal computers, etc.) is to be
used by employees only for the Company's business purposes. Company property may
not be sold or otherwise disposed of, except in the ordinary course of business.
All employees will be expected to properly account for all Company property for
which they are responsible.

         7. Employees shall not use Largo Vista's proprietary information or
trade secrets, other than as required by Largo Vista.

         8. Largo Vista independently and unilaterally determines the prices and
terms of sale of its products. Employees shall not make any agreement with a
competitor affecting the prices, terms, or conditions of sale of Largo Vista
products in relation to those of a competitor. Employees shall not exchange
information with respect to prices, cost, or other aspects of competition with
any Largo Vista competitor, or with any other person.

III. FINANCIAL INTERESTS IN OUTSIDE BUSINESSES

         1. A conflict of interest exists if an employee, or an immediate family
member of an employee, has a significant financial interest in a competitor of
Largo Vista, or which has business dealings with Largo Vista. A "significant
financial interest" is one which is so substantial to the employee that it might
appear to create a potential risk of interference with the employee's
independent exercise of judgment in the best interest of Largo Vista.

         2. Before an employee or immediate family member acquires a financial
interest (or if such person already has an interest) which appears to create a
possible conflict of interest, the employee should promptly disclose the facts
in writing to management, so that a determination can be made as to whether a
conflict of interest does exist. The employee will be expected to take whatever
action is determined by Largo Vista to be appropriate to resolve any conflict
which it finds to exist.

IV. OTHER INVOLVEMENT IN OUTSIDE BUSINESSES

         1. A conflict of interest exists if an employee engages as a director,
officer, employee, promoter or consultant in an outside business which (a) is a
competitive business, or (b) has business dealings with Largo Vista in which the
employee participates or is able to exert influence, or (c) interferes with the
employee's obligation to devote full time and attention to his or her job
responsibilities, or (d) operates in a manner which reflects adversely upon
Largo Vista. A conflict of interest may also arise when an immediate family
member is a director, officer, employee, or consultant with a company which is a
competitive business, or which has business dealings with Largo Vista in which
the employee participates or is able to exert influence.

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         2. Before an employee or immediate family member becomes involved in an
outside business (or if such person already is involved) which creates a
possible conflict of interest, the employee should promptly disclose the facts
in writing to management, so that a determination can be made as to whether a
conflict of interest does exist. The employee will be expected to take whatever
action is determined by Largo Vista to resolve any conflict which it finds to
exist.

V. RECEIPT OF EMPLOYMENT-RELATED GIFTS

A. General

         1. No employee or immediate family member may accept from any person or
company which has business dealings with Largo Vista, gifts or gratuities
(including favors, consideration, discounts, and the like, which are not
generally available to all Largo Vista employees) which go beyond common
courtesies usually associated with accepted business practice.

         2. In no event may a Largo Vista employee accept in any one year from
any person which has business dealings with Largo Vista, a gift or series of
gifts which the employee should reasonably believe has a value exceeding $300.

         3. No employee may accept cash or cash equivalents (gift certificates,
credits, etc.) of any amount from any person which has business dealings with
Largo Vista.

         4. In those circumstances where the nature of the relationship with the
third party is unusually sensitive or the gift in question seems extraordinary,
the employee must either obtain advance approval from management, or, where
advance approval is not practical, the employee must request approval to retain
the item in question.

B. Entertainment

         1. No employee or immediate family member may accept, from any person
having business dealings with Largo Vista, entertainment which goes beyond
common courtesies usually associated with accepted business practice.

         2. Employees may accept invitations to lunch, dinner, or other social
events (ball games, concerts, etc.) as an expression of normal business
courtesy, provided that they are not intended to induce special consideration or
advantage.

         3. In those circumstances where the nature of the relationship with the
third party is unusually sensitive or the event in question seems extraordinary,
the employee must obtain advance approval from management.

C. Gifts Between Employees

         Employees in a subordinate/supervisory relationship are not to exchange
favors or gifts which could or appear to give rise to an obligation.

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VI. Relationships With Customers

A. General

         It is recognized that business practices and common courtesy sometimes
require that gifts, favors, and entertainment be extended to present or
prospective customers. These occasions are strictly limited and may not involve
secret commissions, hidden gratuities, or payments to third parties who might
have influence on such customers.


B. Gifts, Favors, and Entertainment

         Gifts, favors, and entertainment may be extended to any customer or
prospective customer, only if all of the following conditions are met:

         1. They are not in violation of any applicable law.

         2. They are not for the purpose of securing a preferential customer
action, but rather are given as a courtesy for a courtesy received, or to build
goodwill, much as one would do socially.

         3. They are not in violation of generally accepted ethical standards.

         4. They are of such limited value, and are in such form, that they
cannot be construed as a bribe or payoff.

         5. The customer has not advised that it has a policy against or
otherwise limits receipt of gifts, favors, and entertainment by its employees
and agents. Any such customer policy must be adhered to strictly.

         6. Public disclosure of the facts surrounding them would not embarrass
Largo Vista or the customer in any way.


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                            CERTIFICATE OF COMPLIANCE

      I have read and understand the Largo Vista Group, Ltd. Policy Statement on
Business Ethics and Conflicts of Interests. This will confirm that I will adhere
in all respects to the principles and rules contained in the Policy Statement.
If I am in doubt about whether any given proposed conduct will be in compliance
with such principles and rules, I will seek (and follow) guidance as required by
the Policy Statement. I further confirm my understanding that any failure to
comply with these principles and rules will subject me to disciplinary action,
up to and including dismissal from employment with the Company.

      I certify to the Company that I am not in violation of the Policy
Statement, unless I have noted such violation in a signed Statement of
Exceptions attached to this Certificate.



-------------------------------
(Signature)

Name: ______________________
(Please Print)

Position _____________________

Location _____________________

Date ________________________

[ ] A Statement of Exceptions is attached.

[ ] No Statement of Exceptions is attached.


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