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                                   EXHIBIT 14







                                  ORETECH, INC.



                      CODE OF CONDUCT, ETHICS AND INTEGRITY





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CONTENTS


ORETECH CODE OF CONDUCT

INTRODUCTION
         Who must follow Oretech policies
         Employee responsibilities
         Leadership responsibilities
         Penalties for violations
         Your personal commitment

WHEN YOU HAVE AN INTEGRITY CONCERN
         How to raise an integrity concern

COMPANY POLICIES
         WORKING WITH CUSTOMERS AND SUPPLIERS
         Improper Payments
         International Trade Controls
         Money Laundering Prevention

         GOVERNMENT BUSINESS
         Working with Governments

         IN THE ORETECH COMMUNITY
         Environment, Health & Safety
         Fair Employment Practices

         PROTECTING ORETECH ASSETS
         Conflicts of Interest
         Controllership
         Insider Trading or Dealing & Stock Tipping
         Intellectual Property

ORETECH CODE OF CONDUCT

   |X|   OBEY THE APPLICABLE LAWS AND REGULATIONS OUR BUSINESS CONDUCTS
         WORLDWIDE.

   |X|   BE HONEST, FAIR AND TRUSTWORTHY IN ALL YOUR ORETECH ACTIVITIES AND
         RELATIONSHIPS.

   |X|   AVOID ALL CONFLICTS OF INTEREST BETWEEN WORK AND PERSONAL AFFAIRS.

   |X|   FOSTER AN ATMOSPHERE IN WHICH FAIR EMPLOYMENT PRACTICES EXTEND TO EVERY
         MEMBER OF THE ORETECH COMMUNITY.

   |X|   STRIVE TO CREATE A SAFE WORKPLACE AND TO PROTECT THE ENVIRONMENT.

   |X|   THROUGH LEADERSHIP AT ALL LEVELS, SUSTAIN A CULTURE WHERE ETHICAL
         CONDUCT IS RECOGNIZED, VALUED AND EXEMPLIFIED BY ALL EMPLOYEES.

INTRODUCTION

         This booklet contains basic information about each of our policies. The
underlying responsibilities of all employees and leaders, penalties for
violations and how to handle an integrity concern are described in this
introduction.


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WHO MUST FOLLOW ORETECH POLICIES:

ORETECH EMPLOYEES

         Oretech policies apply to all employees of the company throughout the
world.

SUBSIDIARIES AND OTHER CONTROLLED AFFILIATES

         Subsidiaries and other controlled affiliates throughout the world must
adopt and follow corresponding policies. A controlled affiliate is a subsidiary
or other entity in which Oretech owns, directly or indirectly, more than 50% of
the voting rights, or in which the power to control the entity is possessed by
or one behalf of Oretech.

NON-CONTROLLED AFFILIATES

         Employees serving as directors (or in equivalent positions) of
non-controlled affiliates should, to the extent possible, encourage such
affiliates to adopt and follow corresponding policies.

THIRD PARTIES

         All Oretech businesses must require that others representing Oretech -
such as consultants, agents, sales representatives, distributors and independent
contractors - agree to follow applicable Oretech policies.

Leaders and employees must:

   o     Identify those persons and companies outside Oretech whose activities
         on behalf of Oretech may involve issues covered by Oretech policies.

   o     Require those persons and companies to agree to comply with relevant
         aspects of Oretech policies.

   o     Provide those persons and companies with appropriate education on the
         requirements imposed by Oretech policies.

   o     Take necessary action, up to and including terminating a contract with
         anyone representing Oretech, after learning that the person failed to
         honor his or her agreement to abide by Oretech policies.

LEADERSHIP RESPONSIBILITIES

         The obligations of Oretech leaders go beyond those required of all
employees. Leaders in our company are expected to:

         BUILD AND MAINTAIN A CULTURE OF COMPLIANCE BY:

   o     Personally leading compliance efforts through frequent meetings with
         direct reports and regular monitoring of compliance matters and
         programs

   o     Leading by example, using their own behavior as a model for all
         employees

   o     Making sure that employees understand that business results are never
         more important than compliance

   o     Encouraging employees to raise their integrity questions and concerns


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   o     Using employee actions and judgments in promoting and complying with
         Oretech policies as considerations when evaluating and rewarding
         employees

         PREVENT COMPLIANCE PROBLEMS BY:

   o     Ensuring that compliance risks associated with the business processes
         under the leader's management are systematically identified

   o     Ensuring that policies and procedures, tailored to the particular risk
         areas faced by a business, are issued and communicated

   o     Providing education and legal counseling to ensure that employees,
         controlled affiliates and, where appropriate, third parties, understand
         the requirement of Oretech policies and applicable law

         DETECT COMPLIANCE PROBLEMS BY:

   o     Ensuring that periodic compliance reviews are conducted, with the
         assistance of the chief financial officer, to assess the effectiveness
         of the business' compliance measures and to identify ways of improving
         them

         Respond to compliance problems by:

   o     Taking prompt corrective action to fix any identified weaknesses in
         compliance measures

   o     Taking appropriate disciplinary action

   o     Consulting with legal counsel and making appropriate disclosures to
         regulators and law enforcement authorities

PENALTIES FOR VIOLATIONS

         Employees who violate the spirit or letter of Oretech's policies are
subject to disciplinary action up to and including termination of employment.
The following are examples of conduct that may result in discipline:

   o     Actions that violate Oretech policy

   o     Requesting others to violate an Oretech policy

   o     Failure to promptly raise a known or suspected violation of an Oretech
         policy

   o     Failure to cooperate in Oretech investigations of possible violations
         of an Oretech policy

   o     Retaliation against another employee for reporting an integrity concern

   o     Failure to demonstrate the leadership and diligence needed to ensure
         compliance with Oretech policies and applicable law

   o     Violation of an Oretech policy can also mean breaking the law,
         subjecting you or the company to criminal penalties (fines or jail
         sentences) or civil sanctions (damage awards or fines)


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YOUR PERSONAL COMMITMENT

         Periodically, Oretech asks employees to acknowledge their commitment to
the spirit and letter of Oretech policies with the language printed below. Newly
hired employees must sign the acknowledgement, "Your Personal Commitment to
Integrity."

YOUR PERSONAL COMMITMENT TO INTEGRITY

         I acknowledge that I have received and reviewed Oretech's CODE OF
CONDUCT, ETHICS AND INTEGRITY.

         I understand that every employee is required to comply with the
policies described in the Code.

         When I have a concern about a possible violation of Oretech policy, I
will raise the concern to an Oretech manager, officer, company legal counsel or
the board of directors.

         ____________________________________
         Signature

WHEN YOU HAVE AN INTEGRITY CONCERN

         One of the most important responsibilities each of us has as an Oretech
employee is the obligation to raise a concern about a possible violation of
Oretech policy or the law. Sometimes it may seem difficult to raise such a
concern. Some of us may even feel it is a breach of personal ethical standards
to do so. If you experience that sense of conflict, it's important to remember
the tremendous harm that not raising a concern can cause, including:

         o     Serious damage to the health, safety and well-being of yourself,
               your fellow employees, the company as a whole, our customers and
               the communities in which we operate

         o     The loss of confidence in Oretech by customers, shareholders,
               governments and neighbors

         o     Huge fines, damage awards and other financial penalties against
               the company; fines and/or prison sentences for individual
               employees

         Those are the reasons the company requires that employees not sit
silently when they have a policy concern. The point of raising a concern is not
to get a friend in trouble, but to protect a colleague or neighbor from
potential harm.

HOW TO RAISE AN INTEGRITY CONCERN

The company offers you many ways to get answers to your questions about
integrity issues and to raise any concern about what might be a violation of
Oretech policy:

CONTACT:

         o     Your supervisor or manager

         o     Your audit committee chair

         o     Company legal counsel

         o     Next level of management

         Generally, your supervisor or manager will be in the best position to
resolve the issue quickly.


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         If after raising an integrity concern, the issue is not resolved, raise
it with one of the other contact listed above.

         You can raise your concern orally or in writing, and if you prefer, you
can do it anonymously.

         The whole idea is to speak up. Ask questions. Get answers. Bring the
concern into the open so that any problems can be resolved quickly and more
serious harm prevented.

WORKING WITH CUSTOMERS AND SUPPLIERS

         NO MATTER HOW HIGH THE STAKES, NO MATTER HOW GREAT THE "STRETCH,"
         ORETECH WILL DO BUSINESS ONLY BY LAWFUL AND ETHICAL MEANS. WHEN WORKING
         WITH CUSTOMERS AND SUPPLIERS IN EVERY ASPECT OF OUR BUSINESS, WE WILL
         NOT COMPROMISE OUR COMMITMENT TO INTEGRITY.

         THIS SECTION OFFERS A SUMMARY OF FIVE ORETECH POLICIES THAT RELATE TO
         THE WAYS THAT OUR COMPANY INTERACTS WITH CUSTOMERS AND SUPPLIERS:

         o     IMPROPER PAYMENTS

         o     INTERNATIONAL TRADE CONTROLS

         o     MONEY LAUNDERING PREVENTION

         o     PRIVACY

IMPROPER PAYMENTS

POLICY OVERVIEW

                  ORETECH EMPLOYEES SHOULD NOT OFFER ANYTHING OF VALUE TO OBTAIN
         ANY IMPROPER ADVANTAGE IN SELLING GOODS AND SERVICES, CONDUCTING
         FINANCIAL TRANSACTIONS OR REPRESENTING THE COMPANY'S INTERESTS TO
         GOVERNMENTAL AUTHORITIES. THIS POLICY SETS FORTH ORETECH STANDARDS OF
         CONDUCT AND PRACTICES FOR CERTAIN KINDS OF PAYMENTS, ENTERTAINMENT AND
         POLITICAL CONTRIBUTIONS. ORETECH MUST NOT AUTHORIZE, INVOLVE ITSELF IN
         OR TOLERATE ANY BUSINESS PRACTICE THAT DOES NOT FOLLOW THIS POLICY.

                  A VIOLATION OF THIS POLICY CAN RESULT IN SEVERE CIVIL AND
         CRIMINAL PENALTIES. ALL COUNTRIES PROHIBIT THE BRIBERY OF THEIR OWN
         PUBLIC OFFICIALS, AND MANY ALSO PROHIBIT THE BRIBERY OF OFFICIALS OF
         OTHER COUNTRIES.

                  ORETECH'S POLICY GOES BEYOND THESE LAWS AND PROHIBITS IMPROPER
         PAYMENTS IN ALL OF OUR ACTIVITIES, BOTH WITH GOVERNMENTS AND IN THE
         PRIVATE SECTOR.

CORE REQUIREMENTS

         o     Never give, offer or authorize, directly or indirectly, of
               anything of value (such as money, goods or a service) to a
               customer or government official to obtain any improper advantage.
               A business courtesy, such as a gift, contribution or
               entertainment, should never be offered under circumstances that
               might create the appearance of an impropriety.

                  This policy does not prohibit lawful reimbursement and bona
         fide expenditures - for example, travel and living expenses incurred by
         customers and directly related to the promotion of products or
         services, or to the execution of a contract.


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         o     Never give a gratuity or other payment to government officials or
               employees to expedite a routine administrative action without
               consulting with the CEO or CFO or company legal counsel. If such
               a "facilitating payment" is made, make sure it is clearly and
               accurately reflected in financial reports.

         o     Never contribute company funds or other company assets for
               political purposes in the United States without the prior
               approval of the CEO or CFO. Never contribute company funds or
               other company assets for political purposes outside the United
               States without the approval of both the CEO and CFO.

         o     Require any person or firm who represents Oretech (such as a
               consultant, agent, sales representative, distributor or
               contractor) to comply with this policy and related laws.

         o     Exercise due diligence when selecting persons or firms to
               represent Oretech.

WHAT TO WATCH OUT FOR

         o     Any person or firm representing Oretech or being considered to
               represent Oretech who:

               -    Has been accused of improper business practices

               -    Has influence on the buying decision and a reputation for
                    bribes

               -    Has a family or other relationship that could improperly
                    influence the decision of a customer or governmental
                    official

               -    Approaches you near an award decision and explains that he
                    or she has a "special arrangement" with a government
                    official or the customer

               -    Any person who suggests that an Oretech bid or offer be made
                    through a specific representative or partner

               -    Any request that a commission or other payment be made in a
                    third country or to another name

               -    A commission that seems large in relation to the services
                    provided.

INTERNATIONAL TRADE CONTROLS

POLICY OVERVIEW

MANY COUNTRIES REGULATE INTERNATIONAL TRADE TRANSACTIONS, SUCH AS IMPORTS,
EXPORTS AND INTERNATIONAL FINANCIAL TRANSACTIONS, FOR A VARIETY OF REASONS,
INCLUDING NATIONAL SECURITY AND FOREIGN POLICY. IN ADDITION, THE UNITED STATES
PROHIBITS ANY COOPERATION WITH BOYCOTTS AGAINST COUNTRIES FRIENDLY TO THE UNITED
STATES OR AGAINST FIRMS WHICH MAY BE "BLACKLISTED" BY CERTAIN GROUPS OR
COUNTRIES.

CORE REQUIREMENTS

         o     Follow relevant international trade control regulations,
               including licensing, shipping documentation, import
               documentation, reporting and record retention requirements of all
               countries in which you conduct business or in which your business
               is located. In some cases, these restrictions will apply to
               international trade in goods, technology and services, as well as


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               to financial transactions. Learn and follow your company's own
               procedures regarding international transactions.

         o     Learn and understand the extent to which U.S. trade controls
               apply to transaction conducted by Oretech, even outside the U.S.

         o     Make sure all international transactions are screened against all
               applicable laws and regulations that restrict transactions with
               countries and persons.

         o     Do not cooperate with any restrictive trade practice or boycott
               prohibited or penalized under U.S. or applicable local laws. Make
               sure you tell your manager or supervisor about all boycott
               related requests, including requests for information. It would be
               a good idea to coordinate with company legal counsel and local
               counsel in the foreign jurisdictions being considered for
               business.

         o     Consult with company legal counsel on any transaction in which a
               conflict arises between U.S. law and the law of another country
               or region, such as laws blocking certain U.S. restrictions
               adopted by Canada, Mexico and the members of the European union.

         o     Understand which party to the import transaction bears legal
               responsibility for the accuracy of import documentation. Where
               Oretech bears legal responsibility, establish procedures to
               monitor and verify the accuracy and completeness of information
               presented to government authorities by Oretech or by Oretech's
               agents. Where an agent or customer is the responsible party,
               ensure that Oretech provides the full and accurate information
               the other party needs to complete import documents.

WHAT TO WATCH OUT FOR

ALL TRANSACTIONS

         o     Unfamiliar customer without convincing references

         o     Unusual transaction or application for the consignee, customer,
               end use or location

         o     Evasive, reluctant or otherwise unsatisfactory answers by a
               customer to questions about end use, end user, delivery dates or
               delivery locations

         o     Unusually favorable payment terms

         o     Freight forwarder listed as ultimate consignee

         o     Abnormal packing, marking or routing of goods

         o     Unusual security or safety measures

         o     Links to military that seem inappropriate to the stated business
               or to the transaction

         o     Involvement of parties related to countries engaged in the
               development of biological, chemical or nuclear weapons, or
               ballistic missiles

         o     Transactions involving an embargoed country, a citizen or
               representative of an embargoed country or an individual or entity
               subject to government sanction

IMPORTS:

         o     An invoice price that does not reflect the full value of the
               imported goods


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         o     Any payment to the exporter or benefiting the exporter that is
               not included in the invoice price or otherwise reported to
               customs authorities

         o     Transfer prices between related parties that fail to cover all
               costs and profits

         o     Inaccurate or incomplete invoice description of the imported
               goods

         o     Inaccurate identification of country of origin of the imported
               goods

         o     Use of an import tariff classification that does not appear to be
               an accurate description of the imported goods

MONEY LAUNDERING PREVENTION

POLICY OVERVIEW

         PEOPLE WHO ARE INVOLVED IN CRIMINAL ACTIVITY (FOR EXAMPLE, NARCOTICS
TRAFFICKING, BRIBERY, FRAUD) MAY TRY TO "LAUNDER" THE PROCEEDS OF THEIR CRIMES
TO HIDE THEM OR TO MAKE THOSE PROCEEDS APPEAR LEGITIMATE.

         MORE THAN 100 COUNTRIES NOW HAVE LAWS AGAINST MONEY LAUNDERING WHICH
PROHIBIT THE ACCEPTANCE OR PROCESSING OF THE PROCEEDS OF CRIMINAL ACTIVITIES.

         ORETECH IS COMMITTED TO COMPLYING FULLY WITH ALL APPLICABLE ANTI-MONEY
LAUNDERING LAWS THROUGHOUT THE WORLD. ORETECH WILL CONDUCT BUSINESS ONLY WITH
REPUTABLE CUSTOMERS WHO ARE INVOLVED IN LEGITIMATE BUSINESS ACTIVITIES AND WHOSE
FUNDS ARE DERIVED FROM LEGITIMATE SOURCES.

         ORETECH'S INTEGRITY AND REPUTATION CAN BE SEVERELY DAMAGED BY FAILING
TO DETECT THOSE CUSTOMER RELATIONSHIPS AND TRANSACTIONS THAT PLACE US AT RISK.

CORE REQUIREMENTS

         o     Comply with all applicable laws that prohibit money laundering
               and that requires the reporting of cash or other suspicious
               transactions. Understand how both types of laws apply to our
               business.

         o     Before conducting business in a foreign country, Oretech will
               develop a due diligence process, tailored to the particular
               country and its business environment, to obtain enough
               information and documentation about prospective customers, joint
               venture partners and affiliates to ensure that they are involved
               in legitimate business activities and that their funds come from
               legitimate sources.

         o     Learn how to identify the types of payments that have become
               associated with money laundering activity (for example, multiple
               money orders or travelers checks, large amounts of cash, or
               checks on behalf of a customer from an unknown third party) and
               follow the rules that restrict or prohibit acceptance of them.

         o     Learn to identify and carefully watch for warning signs that may
               indicate money laundering or other illegal activities or
               violations of Oretech policies.

         o     If you encounter a warning sign, raise your concern with company
               legal counsel and be sure to resolve your concern promptly before
               proceeding further with the transaction. Resolution should
               include management review and should be well documented.


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WHAT TO WATCH FOR

         o     A customer, agent or proposed joint venture partner who is
               reluctant to provide complete information, provides insufficient,
               false or suspicious information, or is anxious to avoid reporting
               or record-keeping requirements.

         o     Payments by use of monetary instruments that are not consistent
               with the business activities of the customer, agent or joint
               venture partner, appear to have no identifiable link to the
               customer, agent or joint venture partner, or have been identified
               as money laundering mechanisms.

         o     Requests by a customer, agent or proposed joint venture partner
               to pay cash.

         o     Early repayment of a loan in cash or cash equivalents.

         o     Orders or purchases that are unusual or inconsistent with the
               trade or business wit whom we're doing business.

         o     Unusually complex deal structures, payment patterns that reflect
               no real business purpose, or unusually favorable payment terms.

         o     Unusual fund transfers to or from foreign countries unrelated to
               the transaction.

         o     Transactions involving locations that have been identified as tax
               havens or areas of known money laundering activity.

         o     Structuring of transactions to evade record keeping or reporting
               requirements (for example, multiple transactions below the
               reportable threshold amounts).

         o     Wire transfer activity that is not consistent with the business
               activities of the customer or that originates or terminates with
               unrelated parties to the transaction.

         o     Requests to transfer money or return deposits to a third party or
               to an unknown or unrecognized account.

SUPPLIER RELATIONSHIPS

POLICY OVERVIEW

         ORETECH BASES ITS RELATIONSHIPS WITH SUPPLIERS ON LAWFUL, EFFICIENT AND
FAIR PRACTICES. WE ALSO EXPECT OUR SUPPLIERS TO ADHERE TO APPLICABLE LEGAL
REQUIREMENTS IN THEIR BUSINESS RELATIONSHIPS, INCLUDING THOSE WITH THEIR
EMPLOYEES, THEIR LOCAL COMMUNITIES AND ORETECH. THE QUALITY OF OUR SUPPLIER
RELATIONSHIPS OFTEN HAS A DIRECT BEARING ON THE QUALITY OF OUR CUSTOMER
RELATIONSHIPS. LIKEWISE, THE QUALITY OF OUR SUPPLIERS' PRODUCTS AND SERVICES
AFFECTS THE QUALITY OF OUR OWN PRODUCTS AND SERVICES.

CORE REQUIREMENTS

         o     Follow government acquisition regulations when purchasing
               materials and services for use in fulfilling government
               contracts.

         o     Enlist supplier support in ensuing that Oretech consistently
               meets and exceeds customer expectations of quality, cost and
               delivery.


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         o     Do business only with suppliers who comply with local and other
               applicable legal requirements and any additional Oretech
               standards relating to labor, environment, health and safety,
               intellectual property rights and improper payments.

WHAT TO WATCH OUT FOR

         o     Selection of suppliers on any basis other than open, competitive
               bidding.

         o     Potential conflicts of interest in supplier selection, including
               the acceptance of gifts or other items of value except in strict
               compliance with business guidelines.

o Directing business to a supplier owned or managed by a relative or close
friend.

o        Unsafe conditions in supplier facilities or mining operations, or
         workers who appear to be underage or subject to coercion.

o Apparent disregard of environmental standards in supplier facilities.

GOVERNMENT BUSINESS

         ORETECH IS LIKELY TO DO BUSINESS WITH CUSTOMERS WHO ARE GOVERNMENTAL
BODIES, WHETHER IT'S A CITY, STATE, PROVINCE, COUNTRY, INTERNATIONAL
ORGANIZATION OR GOVERNMENT FUNDED ENTERPRISE. WE NEED TO UNDERSTAND AND FOLLOW
THE MANY SPECIAL RULES FOR COMPANIES THAT DO BUSINESS WITH GOVERNMENTS OR
OTHERWISE INTERACT WITH THEM.

         THE POLICY IN THIS SECTION DESCRIBES THESE RULES:

                  -        WORKING WITH GOVERNMENTS

WORKING WITH GOVERNMENTS

POLICY OVERVIEW

         Oretech is committed to conducting its business with all governmental
representatives with the highest ethical standards and in compliance with
applicable laws and regulations, including the special requirements associated
with government transactions.

CORE REQUIREMENTS

         o     Abide by applicable laws and regulations, with particular
               emphasis on those special requirements associated with government
               contracts and transactions.

         o     Require anyone providing goods or services for Oretech on a
               government project or contract - such as consultants, agents,
               sales representatives, distributors, independent contractors and
               subcontract labor - to comply with our Working with Governments
               policy.

         o     Be truthful and accurate when dealing with government officials
               and agencies.

         o     Adopt effective processes to ensure that: 1) reports,
               certifications, statements and proposals are current, accurate
               and complete; and 2) contract requirements are adequately
               identified and communicated to personnel who have responsibility
               for contract performance.


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         o     Do not make any unauthorized substitutions for contracted goods
               and services or deviate from contract requirements without the
               written approval of the authorized government official.

         WHAT TO WATCH OUT FOR

         o     Special requirements associated with government transactions,
               including "commercial" transactions financed by government
               agencies.

         o     Incorrect or unauthorized cost-changing on government contracts.

         o     Deviations from contract requirements or unauthorized contract
               substitutions, including the failure to perform required tests
               and inspections.

         o     Submission of inaccurate or incomplete cost or pricing data when
               such data are required by the government.

         o     Violating national, regional or local government regulations that
               establish gratuity restrictions, entertainment rules, recruiting
               prohibitions, non-commercial contract requirements or
               certification procedures.

         o     Acceptance of information related to the government's competitive
               selection of a supplier, or a competitor's bid or proposal,
               unless the contracting officer or head of the agency has
               specifically and lawfully authorized release of such information.

COMPETING GLOBALLY

         The competition laws (known as the antitrust laws) are a critical part
of the global business environment in which Oretech intends to operate. They
govern a wide range of Oretech's business activities, including setting prices,
purchasing, selling and marketing goods and services. Every Oretech employee is
responsible for complying with the competition laws.

COMPLYING WITH THE COMPETITION LAWS

POLICY OVERVIEW

         ORETECH IS DEDICATED TO COMPLIANCE WITH THE COMPETITION LAWS IN ALL OF
ITS ACTIVITIES. COMPETITION LAW ISSUES MAY BE VERY COMPLEX. AS WE CONSIDER
OPERATING OUTSIDE THE U.S., WE WILL ADVISE YOU OF COUNTRY OR REGION SPECIFIC
LAWS.

CORE REQUIREMENTS

         o     Comply with all applicable competition laws, policies and
               treaties, as well as competition law decrees, orders and
               undertakings affecting Oretech and its employees.

         o     Do not propose or enter into any agreements or understandings -
               express or implied, formal or informal, written or oral - with
               any competitor regarding any aspect of the competition between
               Oretech and the competitor for sales to third parties.

         o     Do not propose or enter into any agreements or understandings
               with customers which restrict the price or other terms at which
               the customer may resell any product or service to a third party.


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         o     Do not propose or enter into any agreements or understandings
               with suppliers which restrict the price or other terms at which
               Oretech may resell any product or service to a third party.

         o     Consult with company legal counsel early in the process of
               evaluating any proposed merger, acquisition or joint venture.

         o     Consult with company legal counsel in connection with business
               arrangements that could raise competition law issues, including:
               -    Exclusive arrangements for the purchase or sale of products
                    or services
               -    Bundling goods and services
               -    Technology licensing agreements that restrict the freedom of
                    the licensee or licensor
               -    Distribution arrangements with competitors

WHAT TO WATCH OUT FOR

         o     Discussions or agreements with competitors on:
               -    Prices
               -    Production or sales capacity or volume
               -    Terms or condition of sale
               -    Coordination of bidding activities
               -    Costs, profits or margins
               -    Production or sales capacity or volume

         o     Any contacts with competitors that could create the appearance of
               improper agreements or understandings, whether the contact is in
               person, in writing, by telephone, through e-mail or through other
               means of electronic communication.

IN THE ORETECH COMMUNITY

         BEYOND ORETECH'S SPECIFIC RESPONSIBILITIES TO CUSTOMERS AND SUPPLIERS,
ALL OF US HAVE IMPORTANT RESPONSIBILITIES TO EACH OTHER AND TO THE COMMUNITIES
IN WHICH WE WORK. THROUGHOUT THE COMPANY, WE MUST ENSURE THAT EMPLOYEES ARE
HIRED AND PROMOTED BASED ON MERIT AND THAT WORKING CONDITIONS COMPLY WITH THE
LAW. WE MUST STRIVE TO PROVIDE SAFE ENVIRONMENTS FOR OUR EMPLOYEES AND THE
COMMUNITIES IN WHICH WE DO BUSINESS.

    THOSE PRINCIPLES ARE DISCUSSED UNDER:

    o    ENVIRONMENT, HEALTH & SAFETY

    o    FAIR EMPLOYMENT PRACTICES

ENVIRONMENT, HEALTH & SAFETY

POLICY OVERVIEW

         ORETECH IS COMMITTED TO ACHIEVING ENVIRONMENTAL, HEALTH AND SAFETY
(EHS") EXCELLENCE. THIS IS A RESPONSIBILITY OF MANAGEMENT AND EMPLOYEES IN ALL
FUNCTIONS. ORETECH WILL STRIVE TO PROVIDE A SAFE AND HEALTHY WORKING ENVIRONMENT
AND TO AVOID ADVERSE IMPACT AND INJURY TO THE ENVIRONMENT AND COMMUNITIES IN
WHICH WE DO BUSINESS. OUR PROGRAMS MUST COMBINE CLEAR LEADERSHIP BY MANAGEMENT,
THE PARTICIPATION OF ALL EMPLOYEES AND FUNCTIONS, AND THE USE OF APPROPRIATE
TECHNOLOGY IN DEVELOPING AND DISTRIBUTING ORETECH PRODUCTS AND SERVICES AND IN
TENDING TO OUR MINING PROPERTIES AND PROCESSING FACILITIES WORLDWIDE.

CORE REQUIREMENTS

         o     Comply with all relevant EHS laws and regulations.

         o     Create and maintain a safe working environment and prevent
               workplace injuries.


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         o     Reduce waste, emissions and the use of toxic materials.

         o     Appropriately assess and manage our EHS risks.

         o     Eliminate unreasonable risks from our products, activities and
               services.

         o     Address site contamination issues in a cost effective and
               appropriate manner.

         o     Respect the environmental rights and interests of our neighbors.

WHAT TO WATCH OUT FOR

         o     Unsafe activities and conditions, such as:

               -    Failure to use protective equipment (shoes, safety glasses,
                    hearing protection, etc,

               -    Unlabeled chemicals.

               -    Exposed or unsafe wiring.

               -    Blocked fire exits.

               -    Unsafe driving or failure to wear seat belts.

               -    Working in high places without fall protection.

               -    Working beneath heavy, suspended loads, or improperly using
                    cranes.

               -    Working on electrical or powered equipment without following
                    appropriate lock-out, tag-out procedures.

         o     Failure to comply with health, safety or environmental
               regulations and procedures.

         o     Deficiencies noted by OSHA or other government inspectors.

         o     Unreported environmental, health or safety hazards or accidents.

         o     Failing to respond promptly to concerns about possible product
               safety issues.

         o     Missed opportunities for reducing waste and toxic materials.

FAIR EMPLOYMENT PRACTICES

POLICY OVERVIEW

         ORETECH IS COMMITTED TO FAIR EMPLOYMENT PRACTICES, INCLUDING THE
PROHIBITION AGAINST ALL FORMS OF ILLEGAL DISCRIMINATION. BY PROVIDING EQUAL
ACCESS AND FAIR TREATMENT TO ALL EMPLOYEES ON THE BASIS OF MERIT, WE IMPROVE
ORETECH'S SUCCESS WHILE ENHANCING THE PROGRESS OF INDIVIDUALS AND THE
COMMUNITIES WHERE OUR BUSINESSES ARE LOCATED.

         ORETECH IS COMMITTED TO FOLLOWING APPLICABLE LABOR AND EMPLOYMENT LAWS
WHEREVER IT OPERATES. THAT INCLUDES OBSERVING THOSE LAWS THAT PERTAIN TO FREEDOM
OF ASSOCIATION, PRIVACY, RECOGNITION OF THE RIGHT TO ENGAGE IN COLLECTIVE
BARGAINING, THE PROHIBITION OF FORCED, COMPULSORY AND CHILD LABOR, AND THOSE
LAWS THAT PERTAIN TO THE ELIMINATION OF ANY IMPROPER EMPLOYMENT DISCRIMINATION.


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<PAGE>

CORE REQUIREMENTS

         o     Use merit, qualifications (for example, education, experience,
               competencies, etc.) and other job-related criteria as the sole
               basis for all employment-related decisions affecting employees
               and applicants.

         o     Recruit, hire, train, compensate, promote and provide other
               conditions of employment without regard to a person's race,
               color, religion, national origin, sex (including pregnancy),
               sexual orientation, age, disability, veteran status or other
               characteristics protected by law,

         o     Provide a work environment free of improper harassment, such as
               harassment directed at a person because of his or her race,
               religion, sex, etc.

         o     Respect the privacy rights of employees by using, maintaining and
               transferring their personal data in accordance with applicable
               company guidelines and procedures. While seeking to maintain
               employee privacy, however, Oretech must reserve the right to
               monitor use of company property (for example, computers, e-mail,
               phones, proprietary information, etc.) in accordance with
               applicable laws.

         o     Comply with all relevant laws and regulations.

         o     In the U.S., take affirmative actions to increase opportunities
               in employment for women, minorities, the disabled and certain
               veterans.

         o     If a conflict arises between the requirements of this policy and
               the laws, customs or practices of a particular area, consult with
               management and company legal counsel to determine the most
               appropriate course of action.

WHAT TO WATCH OUT FOR

         o     A hostile work environment (for example, telling jokes or
               displaying materials that ridicule or offend a member of a
               particular sex, race or ethnic group).

         o     Allowing race, color, religion, national origin, sex (including
               pregnancy), sexual orientation, age, disability, veteran status
               or other characteristic protected by law to be a factor in
               hiring, promotion, compensation, or other employment-related
               decisions.

         o     Making unwelcome sexual advances to another employee or person
               with whom you work.

         o     Violating a labor law in your country (for example, hiring a
               child who is under the legal minimum age).

         o     Refusing to work, or otherwise cooperate with certain individuals
               because of their race, religion, sex, etc.

         o     Disclosing employment data to a person who does not have the
               business need, authority or the subject's consent.

PROTECTING ORETECH ASSETS

         AS ORETECH EMPLOYEES, EACH OF US HAS A DIRECT ROLE IN HELPING TO
MAINTAIN THE COMPANY'S FINANCIAL INTEGRITY BY KEEPING COMPANY RECORDS ACCURATE.
WE MUST ALSO SAFEGUARD COMPANY PROPERTY, WHETHER IT IS A PIECE OF EQUIPMENT, AN
ELECTRONIC FILE, AN ORETECH TRADEMARK OR CONFIDENTIAL INFORMATION ABOUT AN
UPCOMING DEAL, IN ADDITION, WE HAVE A FUNDAMENTAL OBLIGATION TO MAKE SOUND
BUSINESS DECISIONS ON BEHALF OF OUR COMPANY THAT ARE UNDISTORTED BY OUR
INDIVIDUAL FAMILY, FINANCIAL OR OTHER INTERESTS.


                                       15
<PAGE>

         THESE POLICIES CONCERN OUR RESPONSIBILITIES FOR PROTECTING ORETECH
         ASSETS:

         o     CONFLICTS OF INTEREST

         o     CONTROLLERSHIP

         o     INSIDER TRADING OR DEALING & STOCK TIPPING

         o     INTELLECTUAL PROPERTY

CONFLICTS OF INTEREST

POLICY OVERVIEW

         ORETECH RECOGNIZES AND RESPECTS THAT EMPLOYEES MAY TAKE PART IN
LEGITIMATE FINANCIAL, BUSINESS AND OTHER ACTIVITIES OUTSIDE THEIR JOBS. HOWEVER,
THOSE ACTIVITIES MUST BE LAWFUL AND FREE OF CONFLICTS WITH THEIR
RESPONSIBILITIES AS ORETECH EMPLOYEES. EMPLOYEES MUST NOT MISUSE ORETECH
RESOURCES, OR DISCREDIT ORETECH'S GOOD NAME AND REPUTATION.

         THE EFFECTIVENESS OF THIS POLICY DEPENDS IN LARGE PART ON THE
COOPERATION OF ALL EMPLOYEES IN DISCLOSING ANY SITUATIONS THAT MAY BE CONTRARY
TO THE INTENT OF THE POLICY AND THE ETHICAL STANDARDS THAT IT EXPRESSES.

CORE REQUIREMENTS

         o     Disclose your outside activities, financial interests or
               relationships that may present a possible conflict of interest or
               the appearance of a conflict. Make your disclosures in writing to
               your manager as well as to company legal counsel.

         o     In addition to complying with the law and Oretech policies,
               exercise your own good judgment in all personal and business
               dealings outside your Oretech job.

         o     Avoid actions or relationships which might conflict or appear to
               conflict with your job responsibilities or the interests of
               Oretech.

         o     Do not misuse Oretech resources, intellectual property, time or
               facilities (including office equipment, e-mail and computer
               applications).

         o     Obtain necessary approvals before accepting any position as an
               officer or director of and outside business concern.

         o     Obtain the approval of your manager when accepting a board
               position with a not-for-profit entity, when there may be an
               Oretech business relationship with the entity or an expectation
               of financial or other support from Oretech.

WHAT TO WATCH OUT FOR

         o     Holding a financial interest in a company where you could
               personally affect Oretech's business with that company.

         o     Taking a part-time job where you may be tempted to spend time on
               that job during normal Oretech working hours or to use Oretech
               equipment or materials.


                                       16
<PAGE>

         o     Receiving gifts of greater than nominal value from suppliers,
               customers or competitors while you are in a position to influence
               Oretech decisions that might affect or appear to affect the
               outside concern.

         o     Receiving personal discounts or other benefits from suppliers,
               service providers or customers not available to the general
               public or similarly situated Oretech employees.

         o     Accepting an offer to purchase "friends and family stock" in a
               company issuing shares through an initial public offering. If you
               interface with that company in your Oretech business activities.

         o     Directing business to a supplier that is owned or managed by a
               relative or close friend.

         o     Misusing Oretech resources, your position or influence to promote
               or assist an outside business or not-for-profit activity.

         o     Preferential hiring of, direct supervision of, or making a
               promotion decision about a spouse, relative or close personal
               friend.

         o     A romantic or other personal relationship that may create a
               conflict of interest with the employee's Oretech responsibilities
               or compromise company interests.

CONTROLLERSHIP

POLICY OVERVIEW

         CONTROLLERSHIP COMPRISES THREE ELEMENTS THAT ARE VITAL TO ORETECH'S
UNYIELDING COMMITMENT TO MAXIMIZE THE VALUE WE CREATE FOR SHAREHOLDERS: (1)
COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS AND COMPANY POLICIES, (2) RIGOROUS
BUSINESS PROCESSES TO ENSURE THAT MANAGEMENT DECISIONS ARE BASED ON SOUND
ECONOMIC ANALYSIS (INCLUDING PRUDENT CONSIDERATION OF RISKS), AND THAT ORETECH'S
PHYSICAL, FINANCIAL AND INTELLECTUAL PROPERTY ASSETS ARE SAFEGUARDED AND
OPTIMALLY EMPLOYED; AND (3) INTEGRITY IN COMMUNICATION TO ENSURE TIMELY AND
ACCURATE REPORTING OF ACTUAL AND FORECASTED FINANCIAL INFORMATION. THROUGH THE
UNWAVERING COMMITMENT OF ALL EMPLOYEES TO CONTROLLERSHIP, WE CREATE AN
ENVIRONMENT IN WHICH WE CAN ALL TAKE PRIDE.

CORE REQUIREMENTS

         o     Follow Oretech's internal accounting procedures, as well as all
               generally accepted accounting principles, standards, laws and
               regulations for accounting and financial reporting of
               transactions, estimates and forecasts.

         o     Maintain complete, accurate and timely records and accounts to
               reflect all business transactions.

         o     Safeguard all physical, financial, informational and other
               company assets.

         o     Use economic, risk-based criteria to make business decisions.

         o     Provide timely, candid forecasts and assessments to management.

         o     Maintain sound processes and controls.

WHAT TO WATCH OUT FOR

         o     Financial results that seem inconsistent with underlying
               performance.


                                       17
<PAGE>

         o     Inaccurate financial records, such as overstated travel and
               living expense reports, or erroneous time sheets or invoices.

         o     Transactions which are inconsistent with good business economics.

         o     Confidential information released to unauthorized third parties.

         o     Absence of controls to protect assets from risk of loss.

         o     Physical assets or other resources that could be more fully
               utilized, reallocated or disposed of.

         o     Circumventing, review and approval procedures.

         o     Adequacy of routines and controls at newly acquired businesses
               and at remote, thinly staffed sites (for example, mine site
               processing facilities).

INSIDER TRADING OR DEALING & STOCK TIPPING

POLICY OVERVIEW

         ORETECH IS COMMITTED TO FAIR AND OPEN MARKETS FOR PUBLICLY TRADED
SECURITIES. WE HAVE ESTABLISHED STANDARDS OF CONDUCT FOR EMPLOYEES AND OTHERS
WHO OBTAIN MATERIAL OR PRICE-SENSITIVE, NON-PUBLIC INFORMATION ("INSIDE
INFORMATION") THROUGH THEIR WORK FOR ORETECH. INSIDER TRADING, INSIDER DEALING
AND STOCK TIPPING ARE CRIMINAL OFFENSES IN THE UNITED STATES. OUR POLICY
REQUIRES NOT ONLY FULL COMPLIANCE WITH APPLICABLE LAWS, BUT ALSO AVOIDING EVEN
THE APPEARANCE OF INSIDER TRADING, INSIDER DEALING OR TIPPING. THIS POLICY IS
NOT MEANT TO RESTRICT THE FREEDOM OF EMPLOYEES TO MAKE APPROPRIATE PERSONAL
INVESTMENT, OR THE COMPANY'S RIGHT TO LEGITIMATELY USE AND DISCLOSE INSIDE
INFORMATION IN THE ORDINARY CONDUCT OF ITS BUSINESS. THE ORETECH INSIDER TRADING
POLICY IS A CONFIDENTIAL, PRIVATE DOCUMENT, WHICH IMPOSES TRADING RESTRICTIONS
ON EMPLOYEES, OFFICERS AND DIRECTORS OF THE COMPANY. THE ORETECH INSIDER TRADING
POLICY IS A SEPARATE DISCUSSION OF THE PRINCIPLES ON WHICH THAT POLICY IS BASED.

         INSIDER TRADING OR DEALING MEANS PERSONALLY BUYING OR SELLING STOCK OR
OTHER SECURITIES OF ANY COMPANY WHILE IN POSSESSION OF INSIDE INFORMATION ABOUT
THE COMPANY. STOCK TIPPING MEANS DISCLOSING INSIDE INFORMATION ABOUT A COMPANY.
- FOR EXAMPLE, TO A RELATIVE, COLLEAGUE OR FRIEND - TO ENABLE THE PERSON TO BUY
OR SELL STOCK OR OTHER SECURITIES OF THE COMPANY N THE BASIS OF SUCH
INFORMATION.

CORE REQUIREMENTS

         o     Never buy or sell the stock or other securities of any company
               while you have inside information.

         o     Never recommend or suggest that anyone else buy, sell or retain
               the stock or other securities of any company while you have
               inside information about the company.

         o     You must disclose inside information to anyone outside Oretech
               (including family members), except when such disclosure is needed
               to enable Oretech to carry on its business properly and
               effectively, and appropriate steps have been taken to Oretech to
               prevent the misuse of the information. Employees are urged to
               consult with company legal counsel to determine if such
               disclosure is needed and is being undertaken in an appropriate
               manner.

         o     Only disclose inside information within Oretech in the ordinary
               course of business and when you have no reason to believe the
               information will be misused.


                                       18
<PAGE>

WHAT TO WATCH OUT FOR

         o     Failing to learn how to identify inside information. It is any
               non-public information that a reasonable investor is likely to
               consider important in making an investment decision.

               - Inside information may relate to Oretech or any other company,
         including Oretech's suppliers, customers or other business partners.

               - Inside information may be non-public information about anything
         that could affect a company's stock price, including a pending merger,
         acquisition, disposition or joint venture, a substantial contract award
         or termination; a major lawsuit or claim; an earnings announcement or
         change in dividend policy or earnings guidance; a significant product
         or service development; a significant ore find or assay result; or the
         filing of a bankruptcy petition.

               - Any non-public information about a company that would influence
         your own decision to buy or sell that company's stock or other
         securities PROBABLY is inside information.

         o     Trading tips probably are also inside information if there is any
               indication that the information may originally have come from
               someone with inside information.

INTELLECTUAL PROPERTY

POLICY OVERVIEW

         AMONG ORETECH'S MOST VALUABLE ASSET WILL BE ITS INTELLECTUAL PROPERTY-
PATENTS, TRADE SECRETS, LICENSE AGREEMENTS, TRADEMARKS, COPYRIGHTS AND OTHER
PROPRIETARY INFORMATION. IT IS ORETECH'S POLICY TO ESTABLISH, PROTECT, MAINTAIN
AND DEFEND ITS RIGHTS IN ALL COMMERCIALLY SIGNIFICANT INTELLECTUAL PROPERTY AND
TO USE THOSE RIGHTS IN RESPONSIBLE WAYS. ALL EMPLOYEES MUST TAKE STEPS TO
SAFEGUARD THESE ASSETS.

         IN ADDITION TO PROTECTING ORETECH'S INTELLECTUAL PROPERTY RIGHTS,
ORETECH RESPECTS THE VALID INTELLECTUAL PROPERTY RIGHTS OF OTHERS. UNAUTHORIZED
USE OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS MAY EXPOSE ORETECH TO CIVIL
LAW SUITS AND DAMAGES. IN MANY COUNTRIES, THEFT AND MISAPPROPRIATION OF TRADE
SECRETS, PROPRIETARY INFORMATION OR OTHER INTELLECTUAL PROPERTY MAY RESULT IN
SIGNIFICANT FINES AND CRIMINAL PENALTIES TO BOTH ORETECH AND TO THE INDIVIDUAL.

CORE REQUIREMENTS

         o     Identify and protect commercially significant Oretech
               intellectual property.

         o     Respect valid patents, copyrighted materials and other protected
               intellectual property of others. Consult with company legal
               counsel concerning necessary licenses or approvals to use such
               intellectual property.

         o     Require non-passive visitors to Oretech's facilities, stock
               brokers, investment bankers, consultants and investors to sign
               non-circumvention/non-disclosure agreements.

         o     Consult with company legal counsel before:

               -    Soliciting, accepting or using proprietary information from
                    outsiders, such as former employers of any Oretech employee

               -    Disclosing Oretech proprietary information to outsiders

               -    Permitting third parties to use Oretech intellectual
                    property


                                       19
<PAGE>

WHAT TO WATCH OUT FOR

         o     Receiving, from an employee, proprietary information about his or
               her prior employer.

         o     Accepting proprietary information from an outsider, without first
               consulting company legal counsel, under circumstances where a
               confidential relationship exists or may be implied.

         o     Discussing Oretech's proprietary information with customers or
               suppliers.

         o     Permitting outsiders from photographing or videotaping Oretech's
               equipment, plant and facilities.

         o     Passing on, for technical or management review, an outsider's
               suggestion for a new product, product feature, service or name,
               without consulting with your immediate supervisor or manager.

         o     Introducing, or divulging information about, a new product or
               service before patent applications have been filed or a decision
               has been made to file an application.

         o     Introducing a new product or service, or new product or service
               name, before checking for patent or trademark infringement.

         o     Threatened anyone suspected of infringing any Oretech
               intellectual property without first consulting with company legal
               counsel.

         o     Employing a person who previously worked for a competitor without
               putting in place safeguards to prevent the person from
               inadvertently disclosing or using the competitor's proprietary
               information.

END - CODE OF CONDUCT


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