```

Code of Ethics

                       **BUSINESS ETHICS AND CONDUCT POLICY****POLICY**

It is the Company's policy to manage and operate its business activities in
conformity with applicable laws and high ethical standards. Both the Board of
Directors and management are determined to comply fully with the law, and to
maintain the Company's reputation for integrity and fairness in business
dealings with others.

**SCOPE**

This policy applies to all employees, officers and directors at all Company
locations.

**RESPONSIBILITY**

All employees,  officers and directors are expected to adhere to all ethical and
legal  standards  as  outlined  in this  policy and to  preserve  the  Company's
integrity and reputation.

**PROVISIONS****1. Financial Record-Keeping**

It is the policy of the Company to fully and fairly disclose the financial
condition of the Company in compliance with the applicable accounting
principles, laws, rules and regulations and to make full, fair, accurate, timely
and understandable disclosure in our periodic reports filed with the Securities
and Exchange Commission ("SEC') and in other communications to securities
analysts, rating agencies and investors. Honest and accurate recording and
reporting of information is critical to our ability to make responsible business
decisions. The Company's accounting records are relied upon to produce reports
for the Company's management, rating agencies, investors, creditors, the SEC and
other governmental agencies and others. Therefore, our financial statements and
the books and records on which they are based must accurately reflect all
corporate transactions and conform to all legal and accounting requirements. Our
system of internal control is designed to provide this information.

All employees have a responsibility to ensure that the Company's accounting
records do not contain any false or intentionally misleading entries.
Information on which our accounting records are based is the responsibility of
all employees.

We do not permit intentional misclassification of transactions as to accounts,
departments or accounting periods. In particular we require that:

   •     all Company accounting  records, as well as reports produced from those
        records,  are kept and presented in accordance  with the laws of each
        applicable jurisdiction;]

    •    all records fairly and accurately reflect the transactions or
        occurrences to which they relate;

    •    all records fairly and accurately reflect in reasonable detail the
        Company's assets, liabilities, revenues and expenses;

   •     the Company's accounting records do not contain any intentionally false
        or misleading entries;

   •     no transactions are misclassified as to accounts, departments or
        accounting periods;

   •     all transactions are supported by accurate documentation in reasonable
        detail and recorded in the proper account and in the proper accounting
        period;

   •     all Company accounting financial reports be prepared in accordance with
        generally accepted accounting principles; and

   •     the Company's system of internal accounting controls, including
        compensation controls, be followed at all times.

**2. Improper Payments**

No payment or  transfer  of  Company  funds or assets  shall be made that is not
authorized,  properly  accounted  for and clearly  identified  on the  Company's
books. Payment or transfer of the Company's funds and assets are to be used only
as specified in the supporting documents.

No employee,  officer or director may  authorize any payment or use any funds or
assets  for a  bribe,  "kickback,"  or  similar  payment  that  is  directly  or
indirectly for the benefit of any individual (including any government official,
agent or  employee),  company or  organization  and which is  designed to secure
favorable treatment for the Company. Under federal legislation it is a felony to
make payments of this kind to foreign government officials.

                                       18
**3. Political Contributions**

It is the Company's policy not to contribute, directly or indirectly, any
Company funds or assets to any political party, committee, organization, or
candidate for any office (federal, state or local) in the United States or any
foreign country. Employees may, on their own time, support individual candidates
or political committees, all subject to applicable laws, and may make voluntary
contributions to such candidates or committees. The Company may not reimburse
any employee for making any political contributions.

**4. Acceptance of Payments**

Employees, officers and directors may not seek or accept either directly or
indirectly, any payments, fees, services, or other gratuities (irrespective of
size or amount) outside the normal course of the employee's business duties from
any other person, company or organization that does or seeks to do business with
the Company. Gifts of cash or cash equivalents of any amount are strictly
prohibited. The receipt of common courtesies, sales promotion items of nominal
value, occasional meals, and reasonable entertainment appropriate to a business
relationship and associated with business discussions are permissible.

**5. Business Entertainment**

All  solicitations  or dealings with  suppliers,  customers,  or others doing or
seeking to do business  with the Company  shall be  conducted  solely on a basis
that reflects both the  Company's  best business  interests and its high ethical
standards.   The  Company  does  permit  the  providing  of  common  courtesies,
entertainment,   and  occasional  meals  for  potential  or  actual   suppliers,
customers,  or  others  involved  with  the  Company's  business,  in  a  manner
appropriate  to  the  Company's   relationship   and  associated  with  business
discussions.  Expenses in this  connection  must be  reasonable,  customary  and
properly authorized and reported.

**6. Conflicts of Interest**

The Company expects all employees, officers and directors to exercise good
judgment and the highest ethical standards in private activities outside the
Company that in any way can affect the Company. They shall at all times exercise
particular care that no detriment to the interest of the Company may result from
a conflict between those interests and any personal or business interests which
the individual may have. In particular, every employee, officer and director has
an obligation to avoid any activity, agreement, business investment or interest
or other situation that might, in fact or in appearance, cause an individual to
place his or her own interest, or that of any other person or entity, above his
or her obligation to the Company. The words "in appearance" should be noted
particularly since the appearance of an action might tend to impair confidence
even if the individual may not actually do anything wrong.

To this end, employees, officers and directors must avoid any investments,
associations or other relationships that could conflict with their
responsibility to make objective decisions in the Company's best interests. Any
potential conflicts of interest must be reported immediately to the Chief
Executive and the Company's legal counsel. In the case of an officer, conflicts
of interest must be reported immediately to the Company's Chief Executive, the
other executive officers and its legal counsel. In the case of a director,
conflicts should be reported to the entire Board, the Chief Executive, and the
Company's legal counsel.

**7. Corporate Opportunities**

No employee, officer or director of the Company shall for personal or any other
person's or entity's gain deprive the Company of any business opportunity or
benefit which could be construed as related to any existing or reasonably
anticipated future activity of the Company. Emp1oyees, officers and directors
who learn of any such opportunity through their association with the Company may
not disclose it to a third party or invest in the opportunity without first
offering it to the Company.

**8. Confidentiality**

All employees, officers and directors are responsible for safeguarding and
keeping confidential any information that the Company considers to be of a
confidential or sensitive nature. Such information includes, but is not limited
to financial records and reports, marketing and strategic planning information,
employee-related documents, unpublished manuscripts, research and

                                       19
**9. Compliance with Laws and Regulations**

The Company requires its employees, officers and directors to comply with all
applicable laws and regulations. Violation of laws and regulations may subject
an individual, as well as the Company, to civil and/or criminal penalties.
Employees have an obligation to comply with all laws and regulations and
policies and procedures and to promptly alert management of any deviation from
them.

**(a) Antitrust Laws**

It is the  Company's  policy  to  comply  with  the  letter  and  spirit  of all
applicable  antitrust  laws.  If the legality of any  contemplated  transaction,
agreement or  arrangement  is in doubt,  employees,  officers and directors must
consult with the Company's legal counsel.

Discussions with competitors regarding the Company's prices, credit terms, terms
and  conditions  of  sale,  strategies  or  other  confidential,   sensitive  or
proprietary  information  are not  permissible.  This applies both to individual
discussions and to  participation  in trade and  professional  associations  and
other business organizations.  If a competitor initiates such a discussion,  the
staff member should refuse to participate or request that counsel be immediately
contacted.  Staff members should seek guidance from the Company's  legal counsel
when appropriate.

**(b) Insider Trading

No employee, officer or director may trade in securities while in possession of
material inside information or disclose material inside information to third
parties ("tipping"). Material inside information is any information that has not
reached the general marketplace through a press release, earnings release or
otherwise, and is likely to be considered important by investors deciding
whether to trade (e.g., earnings estimates, significant business investments,
mergers, acquisitions, dispositions and other developments, expansion or
curtailment of operations, and other activity of significance). Using material
inside information for trading, or tipping others to trade, is both unethical
and illegal. Accordingly, no employee, officer or director of the Company may:
(a) trade securities of the Company or any other company while in possession of
material inside information with respect to that company; (b) recommend or
suggest that anyone else buy, sell, or hold securities of any company while the
employee is in possession of material inside information with respect to that
company (this includes formal or informal advice given to family, household
members and friends); and (c) disclose material inside information to anyone,
other than those persons who need to know such information in order for the
Company to properly and effectively carry out its business (e.g., to lawyers,
advisers and other Company employees working on the matter). Of course, where
material inside information is permitted to be disclosed, the recipient should
be advised of its non-public nature and the limitations on its use. Any
questions as to whether information is material or non-public should be directed
to the Company's legal counsel.

**10. Fair Dealing**

Each employee, officer and director should endeavor to deal fairly with the
Company's suppliers, competitors and employees. No one should take unfair
advantage of another through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair-dealing
practice. Information about the Company's competitors must be used in an ethical
manner and in compliance with the law. Under no circumstance should information
be obtained through theft, illegal entry, blackmail, or electronic
eavesdropping, or through employees misrepresenting their affiliation with the
Company or their identity. Any proprietary or non-public information about the
Company's competitors should not be used if it is suspected that such
information has been obtained improperly.

                                       20
**11. Duty to Report Violations and Investigate Reports**

Each employee, officer and director is responsible for promptly reporting to the
Company any circumstances that such person believes in good faith may constitute
a violation of this Policy. Except as provided in the next paragraph, suspected
policy violations are to be reported (including confidential and anonymous
reports) to the Company's Chief Executive. Such reports may be verbal, written
or by e-mail.

Any complaint regarding accounting, internal accounting controls or auditing
matters must be reported (including confidential and anonymous complaints) to
the Company's Chief Financial Officer, who will be responsible for reporting as
appropriate to the Chief Executive, the Audit Committee and legal counsel.
Alternatively, complaints may be mailed or e-mailed directly to the Chief
Financial Officer.

No retribution against any individual who reports violations of this Policy in
good faith will be permitted. However, the reporting of a violation will not
excuse the violation itself.

The Company will investigate any matter which is reported and will take any
appropriate corrective action.

**12. Violations of Policy**

Violations  of any of the  foregoing  provisions  may expose the Company and the
individuals  involved to lawsuits  and  possible  criminal  action.  Persons who
violate this Policy are subject to appropriate  disciplinary  action,  up to and
including termination. Any alleged violations of this Policy will be reviewed by
appropriate  staff  members  and  legal  counsel  and they  will  determine  the
appropriate action to take.

**13. Waivers of Policy**

The Company may waive application of any of the foregoing only under unusual
circumstances, and then only in conjunction with appropriate monitoring of the
particular situation. Waivers may be made only by the Chief Executive Officer,
except that waivers for officers and directors may be obtained only from the
Board of Directors as a whole or the Audit Committee of the Board of Directors.
Any waivers will be disclosed promptly to the Chief Financial Officer. The
Company will disclose promptly any waivers or amendments to this Policy that are
required to be disclosed by applicable law, regulation or listing standard.**
```