Exhibit 14.1


                CODE OF PERSONAL AND BUSINESS CONDUCT AND ETHICS

                                   I. OVERVIEW

A. Standards of Conduct

It is the  policy of Oryx  Technology  Corp.  (the  "Company")  to  conduct  its
business in compliance with all applicable laws and  regulations.  Although laws
and customs  vary from  country to country and  standards  of ethics may vary in
different  business  environments,  the  fundamental  principles  of honesty and
integrity serve as time-tested standards.

It is the  responsibility  of every  employee  and the policy of the  Company to
encourage  its  employees to ask  questions,  seek  guidance,  report  suspected
violations or express their concerns regarding  compliance with this standard of
conduct.  References in this Code to the Company  encompasses all entities owned
in whole or in part by the Company.

The Company's  employees and individuals acting directly or indirectly on behalf
of the Company are prohibited from taking any actions that violate:

     o    local laws and regulations;
     o    the laws and regulations of the United States relating to standards of
          conduct toward public officials; and
     o    the  self-governing  high  standards of honesty and integrity that are
          applicable to the Company activities throughout the world.

Funds and assets of the Company are to be  properly  accounted  for on the books
and  records  of the  Company  and are to be used  only for the  benefit  of the
Company in accordance  with legal and proper  procedures.  All employees  should
protect  and  ensure  efficient  use  of  the  Company's   assets.   The  theft,
carelessness  and  waste of the  Company's  assets  have a direct  impact on the
Company's  profitability  and  all  Company  assets  should  only  be  used  for
legitimate business purposes.

Subjects specifically addressed by U.S. law and that form a minimum standard and
scope of this Code include:

     o    Conflict of Interest
     o    Business Opportunities
     o    General Business Practice
     o    Relations with Government Authorities Within the U.S.
     o    Relations with Governments Other than the United States
     o    Proprietary and Classified Information
     o    Political Contributions
     o    Integrity of the Company's Records
     o    Antitrust
     o    Securities Laws
     o    Adherence to Contract Specification
     o    Non-Discrimination
     o    Harassment
     o    Waivers
     o    Compliance Standards and Procedures

The Company recognizes that extraordinary  situations may occur which are beyond
the scope of this Code,  and which may require action in  contravention  of this
Code in order to preserve  or protect the life of an employee or family  member,
or in order to preserve or protect a significant  asset of the Company.  If that
should occur, the action contemplated must, whenever possible, first be approved
by the Chief Executive Officer of the Company or the Board of Directors.
<PAGE>

Violations of this Code will not be tolerated. Failure of an employee to conduct
business in accordance with this Policy will result in disciplinary action up to
and including termination of employment.

If there are any questions  about this Code,  please contact the Chief Financial
Officer.

                            II. CONFLICT OF INTEREST

The Company  expects  employees to devote  their best  efforts to the  Company's
interests,  to  dedicate  themselves  exclusively  to  promoting  the  Company's
business interests and not to engage in or have the appearance of conflicts with
business or  financial  activity  that may  conflict  with the  interests of the
Company.

While  it is not  possible  to  discuss  every  circumstance  that may lead to a
conflict of interest, below are some of the more common examples.

     o    A conflict of interest may exist if an employee,  or any member of his
          or her immediate family,  holds any substantial  financial interest in
          any enterprise that has or may have business dealings with the Company
          or that  engages in any field of activity  engaged in by the  Company.
          Employees  should  notify  the  Chief  Financial  Officer  of any such
          potential  conflict and refrain from such activity  until the conflict
          situation has been reviewed by the Company's Chief  Executive  Officer
          or Board of  Directors,  and it has been  determined  that no material
          conflict of interest exists.
     o    An   employee   may  not  act  as  a   director,   officer,   partner,
          representative,  consultant,  agent or  employee  for any  business or
          other  institution  without  obtaining the prior approval of the Chief
          Executive Officer.
     o    An employee (including members of such employee's  immediate family or
          household)  is  prohibited  from  accepting  anything  of  value  from
          institutions  or  business  that supply  materials  or services to the
          Company. This prohibition against the receipt of gifts is not intended
          to preclude acceptance of occasional light entertainment by a supplier
          or the exchange of nonmonetary gifts of a nominal value.
     o    An employee must report to his or her immediate  supervisor all offers
          of  gratuities  or other such  efforts  made by a party to influence a
          decision of such employee in favor of any person or entity.
     o    An  employee  shall not  knowingly  compete  with the  Company  in the
          purchase or sale of any property nor shall an employee divert from the
          Company,  for the  employee's  own benefit or otherwise,  any business
          opportunity in which the Company has or is likely to have an interest.
     o    An employee may not use the Company's assets, facilities, know-how, or
          personnel, for any other business or personal endeavors without having
          first obtained written approval from an officer of the Company.
     o    While employed by the Company, an employee may not engage in any other
          employment,  occupation,  consulting or other activity relating to the
          actual or  anticipated  business of the Company  that would  otherwise
          conflict with the employee's  obligations to the Company. In addition,
          no employee  may engage in any  activity  for any business or academic
          entity  other  than the  Company  except as set forth in the  Employee
          Invention and Confidential Information Agreement.
     o    An employee shall not recommend  anyone for a consulting  position who
          has a conflict or potential conflict with the Company.
     o    While  the  Company  encourages  employees  to  engage  in  non-profit
          community and academic  service,  if such activity would  interfere to
          any extent with the employee's obligations to the Company or otherwise
          present a potential conflict of interest, no employee should engage in
          such activity  without having first  obtained the written  approval of
          the employee's  manager,  the manager's  supervisor,  and the Board of
          Directors.
     o    An employee must not make any reference to his/her employment with the
          Company when making any public comment and must affirmatively indicate
          that any such  comment is wholly of a personal  nature to the employee
          should the  employee's  relationship  with the Company  become  known,
          unless the  employee's  employment  responsibilities  with the Company
          include  the  authority  for such  public  comment or the  employee is
          expressly  authorized by the Chief Executive Officer,  or the Board of
          Directors as an official public  spokesperson  for the purpose of such
          public comment.
<PAGE>

                           III. BUSINESS OPPORTUNITIES

The  Company  requires  that  employees  not take for  themselves  any  business
opportunity  or benefit in which the  Company  may have an  interest  or that an
employee may learn of as a result of his or her  employment  by the Company.  An
example  would be the  acquisition  of any interest in  technology,  products or
intellectual property that either is sought by or would be of potential interest
to the Company.  If an employee  has any  questions as to whether the Company is
interested  in pursuing any given  business  opportunity,  the  employee  should
consult with the Chief Executive Officer.  Officers and directors of the Company
have  an  additional   obligation  not  to  take  for  themselves  any  business
opportunity  or  benefit  that the  Company  may have an  interest  in  pursuing
notwithstanding that their knowledge of such business opportunity or benefit was
obtained independently of their relationship with the Company.

                          IV. GENERAL BUSINESS PRACTICE

In dealings with nongovernmental  customers,  suppliers,  subcontractors,  other
persons or entities,  giving or receiving of common  courtesies such as business
meals involving  insubstantial  value, usually associated with accepted business
practice,  is  permitted.  However,  in any such  dealings,  no  employee of the
Company shall  request,  accept,  offer to give, or give anything of significant
value,  the purpose or result of which is intended to influence,  or which gives
the appearance of influencing,  the bona fide business relationships between the
Company and such person or entity.

                    V. RELATIONS WITH GOVERNMENT AUTHORITIES

In addition to the other  standards of conduct in this Code,  no employee of the
Company shall  directly or  indirectly  offer,  provide,  solicit or receive any
gift, gratuity or entertainment to or from any employee or representative of any
government,  authority, state, local, federal or otherwise, that is in violation
of standards of conduct promulgated by such authority.

Employees  involved in presenting  quotations or offers in connection  with U.S.
Government contracts must refrain from entering into any agreement, or otherwise
communicating,  with competitors  regarding  prices to be charged,  intention to
submit an offer or methods or factors used to calculate prices,  for the purpose
of  restricting  competition.  No  attempt  may be  made  with  the  purpose  of
restricting  competition  to induce any other concern to submit or not to submit
an offer on a government contract or subcontract.

Employees directly or indirectly involved in soliciting business from, preparing
offers to, or negotiating  contracts with the U.S.  Government or contractors or
subcontractors operating under U.S. Government contract, must also be mindful of
the need to comply with any  applicable  requirements  relating  to  prohibiting
solicitation of or acceptance of source selection information from a procurement
official or competing  contractor,  and  prohibiting  the offering or promise of
future employment or business opportunity to any government procurement official
involved  in  a  procurement.   Other   regulations   prohibit   contingent  fee
arrangements with non-employees in connection with government procurements.

                         VI. RELATIONS WITH GOVERNMENTS
                          OTHER THAN THE UNITED STATES

It is the policy of the Company that all employees,  including employees outside
of the United States,  comply with the requirements of the United States Foreign
Corrupt  Practices Act ("FCPA").  Therefore,  no the Company employee shall make
any  payment or provide any other thing of value,  such as gifts,  promises  and
offers to provide anything of value, to any official of any non-U.S.  government
or government  agency,  to any official of a political  party in a country other
than the U.S., or any candidate for political office in a country other than the
U.S.
<PAGE>

Notwithstanding  the foregoing,  the Company recognizes that in certain non-U.S.
countries  some minor  government  officials will delay or fail to perform their
ministerial or clerical  functions or services unless payments are made to them.
Such payments may be made only if it has been determined in writing that:

     o    the services  requested  for which the payment being made is clearly a
          service which the person  receiving the payment is legally required to
          provide;
     o    the payments are not made to policy-making government personnel;
     o    the payments are consistent with local custom and standards;
     o    the  duties  of the  person  receiving  the  payment  are  essentially
          ministerial or clerical;
     o    there is not a reasonable  alternative to making such payments;  and
     o    the government action sought is proper for the Company to receive.

In addition,  it is  recognized  that in certain  non-U.S.  countries  there are
occasions  of general  gift  giving,  which do not occur more than three times a
year,  when  it is  normal  and  customary  to  make  gifts  to  government  and
non-government personnel as a gesture of goodwill. On such occasions,  gifts may
be made that are other than in the form of cash  payments and that do not exceed
US$50 in cost in the case of any  recipient,  but no such gifts shall be made to
such personnel for the purpose of influencing their official activities in order
to obtain or retain business. Acts of hospitality toward public officials should
be of such scale and nature as to avoid  compromising the integrity or impugning
the reputation of the public  official or the Company and should be performed in
the expectation that they will become a matter of public knowledge.

All  proposed  payments  and gifts to which this Code would  apply must  receive
prior approval by the Chief Financial  Officer and the Board of Directors of the
Company and then must be reported  on a quarterly  basis to the Chief  Financial
Officer.

                   VII. PROPRIETARY AND CLASSIFIED INFORMATION

Each  employee  shall  be  bound by the  terms  of the  Employment  Confidential
Information and Invention Assignment  Agreement,  and shall follow the Company's
policies and  procedures  regarding the  protection  of the Company  Proprietary
Information.  Each  employee  shall  treat  all  the  Company  and  third  party
proprietary  or  trade  secret  information  as  sensitive  and not for  general
dissemination.  Employees  shall not disclose any such  information  except in a
manner that has been  authorized  by the Company.  Additionally,  no  disclosure
shall  be made of the  Company  or  third  party  proprietary  or  trade  secret
information to fellow  employees whose duties do not require a need to know such
information.

Neither the Company nor its employees have clearance to receive information that
has been  classified  by the  United  States  or other  governmental  agency  as
"confidential",  "secret",  "top secret" or the like, as part of a  governmental
classification  system.  Therefore,  should an employee of the Company encounter
any instance where any such information is offered to be provided, it may not be
accepted and the  incident is to be reported  promptly to the Board of Directors
of the Company.

Employees  shall not  disclose  to the  Company  any  information  that is still
covered by any past "confidential", "proprietary" or "non-disclosure" agreements
with former employers or other parties.

                          VIII. POLITICAL CONTRIBUTIONS

Generally, the Company's participation in political activities is through one or
more trade  associations.  Political  contributions  of the Company  funds,  and
expenditures of the Company funds to any person for influencing or attempting to
influence any  government  officer or employee in  connection  with a government
contract, grant, loan or cooperative agreement, are prohibited.
<PAGE>

                     IX. INTEGRITY OF THE COMPANY'S RECORDS

All  employees  will adhere to the Company's  internal  control  procedures  for
initiating and recording transactions.  In recognition of its responsibility for
the integrity and  objectivity of data in the financial  statements,  management
maintains a system of internal  accounting  controls.  Such  controls  have been
designed to provide reasonable  assurance that the Company's assets are properly
safeguarded,   transactions   are  executed  and  reported  in  accordance  with
management's  authorization and the books and records of the Company  accurately
reflect all transactions.  The internal control system is augmented by a program
of written policies and procedures, review by management,  training of qualified
personnel  and the  adoption  of a  written  business  ethics  policy  which  is
applicable to all employees of the Company and its subsidiaries.

                                  X. ANTITRUST

A. Relations with Competitors

The  primary  United  States  antitrust  statute   prohibits   conspiracies  and
understandings  that  unreasonably  restrain  trade.  It  flatly  prohibits  any
agreements  between  competitors  with respect to price, or any element of price
(discounts,  credit terms), including arrangements between competitors that tend
only to stabilize prices. For example, agreements by competitors to buy up goods
in order to  prevent  a  decline  in market  price,  or to adhere to a  specific
formula for determining  price,  are clearly just as unlawful as an agreement to
fix the price itself.  Also flatly  prohibited  are  agreements or  arrangements
between competitors regarding:

     o    the amount of their production;
     o    the division or allocation of markets, territories, or customers; or
     o    the boycotting of third parties.

All such agreements are unlawful and cannot be defended or justified in any way.
All the Company employees must understand that prohibited agreements do not have
to arise only out of formal documents signed by the parties. An agreement may be
oral, informally arrived at, or may, in some cases, inferred from circumstantial
evidence such as the conduct of competitors.

The Company's  products and services are highly regarded  throughout the markets
in which the Company operates.  It is both unnecessary and contrary to corporate
policy to attempt to advance the  interests  of the Company by  disparaging  the
products or services of a competitor.

B. Relations with Customers

The  Company's  relationships  with its  customers  are  subject  to a number of
antitrust statutes, each of which is keyed to particular types of transactions.

Price Discrimination

Among other things, the Robinson-Patman Act prohibits pricing  discrimination in
the  sale  of  substantially  similar  products  to  competing  customers.   The
Robinson-Patman  Act also  covers  activities  such as  promotional  payments or
services.  However,  there are various  exceptions,  for example, to provide for
pricing to "meet competition".

Resale Restrictions

The  Sherman  Act  prohibits   agreements  that  unreasonably   restrain  trade.
Unreasonable restraints on the trade include restrictions placed upon the resale
of items purchased by a customer. For example, an agreement between a seller and
a customer  restricting  the price at which the customer will resell the product
or otherwise  restricting the resale is not permitted.  Note, however,  that the
Sherman  Act does not  prohibit  reasonable  restrictions  placed on licenses or
distributors of the Company's products.

Refusals to Deal

A company  ordinarily  has the right to choose new  customers and to cease doing
business  with old ones.  However,  the decision to cease doing  business with a
customer should be made as an independent  business  decision of the Company and
should  never be the result of an  agreement  between  the Company and any third

<PAGE>

party; nor may the right to cease doing business be relied upon as the basis for
required  adherence  by a  customer  to resale  restrictions  (e.g.,  fixing the
customer's  resale  price)  that would  otherwise  violate the  antitrust  laws.
Threats to  customers  that the Company will cease doing  business  with them if
they do not comply  with resale  policies  are  prohibited.

C. Relations with Suppliers

The Sherman Act prohibits the use of reciprocity  where a buyer with substantial
purchasing  power buys a product on the  condition  that the other  seller makes
purchases  from it in  substantial  amounts.  Such  instances can  unnecessarily
restrain the other party's  freedom to trade with  whomever it chooses.  The law
does not  prohibit the Company  from  purchasing  products  from  companies  who
purchase  from the  Company.  Therefore,  dealings  with other  parties that may
involve  reciprocity  should be carefully examined so that the Company may avoid
creating an unreasonable restraint of trade.

D. Prompt Notification to the Legal Department

If an employee of the Company is asked to engage in any transaction that appears
to involve any one or more of the foregoing  types of  activities,  the employee
must  promptly  bring  the  matter  to  the  attention  of the  Company's  legal
department.

                               XI. SECURITIES LAWS

The Federal  securities laws place limitations on the circumstances  under which
any employee may purchase and/or sell the Company's stock or options to purchase
stock.

     o    All  employees,   including  officers,   in  possession  of  material,
          nonpublic   corporate   information   shall  not   disclose  any  such
          information to persons outside of the Company other than in the course
          of performing his or her corporate duties.

     o    It is  illegal  and a  violation  of  this  Code,  for  any  employee,
          including any officer,  to trade in the Company's  securities while in
          the possession of material,  nonpublic information.  Accordingly,  any
          trading in the Company's  stock until such time as the information has
          been publicly disseminated is prohibited.

     o    Material,   nonpublic   information  is  defined  as  any  information
          concerning the Company, not yet publicly known, but which, if publicly
          known,  could  reasonably  be  expected  to  affect  the  price of the
          Company's  stock,  or  is  likely  to  be  considered  important  by a
          reasonable investor.

     o    Any employee, including any officer, who violates this Code, by either
          trading on inside information or passing on such information to others
          will be immediately discharged and, if appropriate,  legal proceedings
          on behalf of the Company will be commenced against the employee.

     o    All  employees  shall  comply  with  the  Company's   Insider  Trading
          Compliance Program.

                    XII. ADHERENCE TO CONTRACT SPECIFICATIONS

The Company is committed to a policy of  manufacturing  and selling  products of
the highest  quality.  In accordance  with this policy,  it is required that all
products be  manufactured  strictly in accordance  with any  applicable  product
specifications.

In the case of a contractually defined specification, responsible employees must
take  appropriate  steps to ensure  that such  specifications  are  clearly  and
precisely  defined and  understood by all concerned  parties.  In any case where
there is a difference of interpretation  between the Company and a customer with
regard to product specifications,  immediate action will be taken to resolve the
disagreement.   Individuals   responsible  for  ensuring  that  the  product  is
manufactured in accordance with contractually  defined  specifications will take
all necessary steps required to familiarize  themselves with such specifications
and to ensure that all product requirements are met.

Accurate and appropriate  records will be maintained at each location engaged in
the   manufacture  of  products  in  accordance   with   contractually   defined
specifications.  These locations include wafer fabrication and assembly and test
facilities.  Such records must  reflect,  in  sufficient  detail,  the steps and
precautions  taken  during  the  manufacturing  process to ensure  adherence  to
product   specification   requirements.   Such   records  must  also  provide  a

<PAGE>

sufficiently  accurate and detailed audit trail.  Any statement or certification
with regard to  adherence  to product  specification  will be made only if it is
true and accords with the facts and records.

An employee who knowingly  fails to meet a product  specification  or evades the
requirements  of product  specifications  will be in  violation of this Code and
subject to disciplinary  action up to and including  termination.  Negligence or
carelessness in respect of product  specifications or the regulations  governing
the quality  standards  applicable to a product  constitutes a violation of this
Code as well. In addition,  an employee who fails to keep themselves informed of
the requirements applicable to a product is negligent and is likewise subject to
disciplinary action, up to and including termination.

                            XIII. NON-DISCRIMINATION

Discrimination  in  employment  is illegal  under U.S. law and under the laws of
most countries.  It is the Company's policy to recruit,  hire, promote,  assign,
compensate and train qualified persons without regard to race, color,  religion,
sex,  national  origin,  ancestry,  age,  marital  status,  sexual  orientation,
physical  or  mental   disability,   citizenship  or  veteran  status.   Further
description  of this policy is set forth in the employee  handbook  under "equal
opportunity policy."

                                 XIV. HARASSMENT

Harassment of any kind is a form of misconduct  that undermines the integrity of
the employment relationship.  Such prohibited harassment includes racial, ethnic
and sexual  harassment  which is illegal under United States  federal law and in
violation of the Company's policies.

Sexual harassment is defined as sexual conduct toward other employees, including
sexual advances, requests for sexual favors, or other physical, verbal or visual
conduct of a harassing  nature which is felt to be intimidating,  demeaning,  or
creates a hostile work environment.

An employee  engaging in harassment is subject to disciplinary  action up to and
including  termination of employment.  Further description of this policy is set
forth in the employee handbook under "anti-harassment policy."

                                   XV. WAIVERS

Any waiver of any provision of this Code for a member of the Company's  Board of
Directors or an executive  officer must be approved in writing by the  Company's
Board of Directors and promptly  disclosed in accordance with law. Any waiver of
any  provision  of this Code with  respect any other  person must be approved in
writing  by the  Company's  Compliance  Officer.  Any  waivers  of the code with
respect to the chief financial officer or senior financial officers will require
disclosure in a Form 8-K or posting on the Company's Website.

                          XVI. COMPLIANCE STANDARDS AND
               PROCEDURES - REPORTING AND INVESTIGATING MISCONDUCT

A.       Compliance Resources

To facilitate  compliance  with this Code, the Company has implemented a program
of Code awareness, training and review. The Company has established the position
of  Compliance  Officer to oversee this  program.  The  Compliance  Officer is a
person  to whom you can  address  any  questions  or  concerns.  The  Compliance
Officer,  Philip J.  Micciche,  can be reached at tel.  No. (408)  979-2955.  In
addition to fielding questions or concerns with respect to potential  violations
of this Code, the Compliance Officer is responsible for:

     o    investigating possible violations of the Code;

     o    training new employees in Code policies;

<PAGE>

     o    conducting annual training sessions to refresh employees'  familiarity
          with the Code;

     o    distributing  copies  of the Code  annually  to each  employee  with a
          reminder that each employee is responsible for reading,  understanding
          and complying with the Code;

     o    updating  the Code as needed and  alerting  employees  to any updates,
          with  appropriate  approval  of the  Audit  Committee  of the Board of
          Directors,  to reflect changes in the law,  Company  operations and in
          recognized best practices, and to reflect Company experience; and

     o    otherwise promoting an atmosphere of responsible and ethical conduct.

Your  most  immediate  resource  for  any  matter  related  to the  Code is your
supervisor. He or she may have the information you need, or may be able to refer
the question to another  appropriate  source.  There may, however, be times when
you prefer not to go to your  supervisor.  In these  instances,  you should feel
free  to  discuss  your  concern  with  the  Compliance   Officer.  If  you  are
uncomfortable  speaking with the Compliance  Officer  because he or she works in
your  department  or is  one of  your  supervisors,  please  contact  the  Chief
Executive Officer.

If you have  questions  about the  Company  policy,  need  guidance  on specific
situations or want to report violations of the Code, see Section B below.

B.       Clarifying Questions and Concerns; Reporting Possible Violations

If you  encounter  a  situation  or are  considering  a course of action and its
appropriateness is unclear,  discuss the matter promptly with your supervisor or
the Compliance Officer;  even the appearance of impropriety can be very damaging
and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others,
you have a  responsibility  to report it. You are expected to promptly provide a
compliance  resource  with a  specific  description  of the  violation  that you
believe  has  occurred,  including  any  information  you have about the persons
involved  and the time of the  violation.  Whether you choose to speak with your
supervisor or the Compliance Officer,  you should do so without fear of any form
of  retaliation.  The Company will take prompt  disciplinary  action against any
employee  who  retaliates  against  you,  up to  and  including  termination  of
employment.

Supervisors  must  promptly  report  any  complaints  or  observations  of  Code
violations to the Compliance  Officer.  The Compliance  Officer will investigate
all reported  possible Code  violations  promptly and with the highest degree of
confidentiality  that  is  possible  under  the  specific  circumstances.   Your
cooperation in the  investigation  will be expected.  As needed,  the Compliance
Officer  will  consult  with the human  resources  department  and/or  the Audit
Committee of the Board of Directors

If the  investigation  indicates  that a  violation  of the  Code  has  probably
occurred,  the  Company  will take such  action as the  Company  believes  to be
appropriate under the circumstances.  If the Company determines that an employee
is responsible for a Code  violation,  he or she will be subject to disciplinary
action up to, and  including,  termination  of  employment  and, in  appropriate
cases, civil action or referral for criminal prosecution. Appropriate action may
also be taken to deter any future Code violations.

Anyone can communicate  with the Compliance  Officer,  either  anonymously or by
name, by any of the following methods:

     o    In writing,  addressed  to the  Compliance  Officer,  Oryx  Technology
          Corp., 4340 Almaden Expressway, Suite 220, San Jose, CA 95118.

     o    By phone at (408) 979-2955.

     o    By e-mail to phil@oryxtech.com.
<PAGE>

Callers who wish to follow up on their call will be assigned a confidential ID
number.

You may also contact the Compliance Officer by any of these methods with any
questions about the Code.



<PAGE>


                           XVII. DISCIPLINARY ACTIONS

The matters  covered in this Code are of the utmost  importance  to the Company,
its stockholders and its business  partners,  and are essential to the Company's
ability to conduct  its  business  in  accordance  with its stated  values.  The
Company  expects  all of its  directors,  associates,  agents,  contractors  and
consultants  to adhere to these  rules in  carrying  out  their  duties  for the
Company.

The Company will take appropriate action against any associate, employee, agent,
contractor  or consultant  whose actions are found to violate these  policies or
any other policies of the Company.  Disciplinary  actions may include  immediate
termination  of  employment  or  business  relationship  at the  Company's  sole
discretion.  Where the Company has  suffered a loss,  it may pursue its remedies
against the individuals or entities responsible.  Where laws have been violated,
the Company will cooperate fully with the appropriate authorities.

            XVIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF PERSONAL AND
                          BUSINESS CONDUCT AND ETHICS

I have received and read the Company's Code of Personal and Business Conduct and
Ethics. I understand the standards and policies contained in the Company Code of
Personal  and  Business  Conduct  and  Ethics and  understand  that there may be
additional  policies or laws  specific to my job. I further agree to comply with
the Company Code of Personal and Business Conduct and Ethics.

If I have questions concerning the meaning or application of the Company Code of
Personal and Business Conduct and Ethics, any Company policies, or the legal and
regulatory requirements applicable to my job, I know I can consult my manager or
the human  resources  department,  knowing that my questions or reports to these
sources will be maintained in confidence.

I understand  that my agreement  with the Code of Personal and Business  Conduct
and Ethics does not constitute a contract of employment.



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         All officers, directors and employees must sign and return this form to
the Human Resources Department.