EXHIBIT 14

                         PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICER
                                 CODE OF ETHICS

POLICY

The directors and officers of the Company firmly believe that fair and ethical
business practices are a fundamental part of business conduct. Further, the very
nature of our business imposes special obligations that build a public trust.
The Company is firmly committed to conducting business in a professional manner
that clearly satisfies all moral and legal business obligations.

This Code of Ethics is designed to satisfy, and exceed, the requirements of
Section 406 of the Sarbanes-Oxley Act of 2002 and Securities and Exchanges
Commission ("SEC") regulations implementing those requirements. This code is
designed to promote:

      o     Honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      o     Full, fair, accurate, timely and understandable disclosure in
            reports and documents that the Company files with or submits to the
            SEC or the NASDAQ and in the Company's other public communications;

      o     Compliance with all applicable laws, rules and regulations;

      o     Prompt internal reporting of violations or apparent violations of
            the Code in accordance with the section entitled " Procedure and
            Reporting" below; and

      o     Accountability for adherence to this Code.

This Code shall apply specifically to the Company's Chief Executive Officer and
its senior financial officers, including its Chief Financial Officer.

Under this Code of Ethics, the actions of all Company Officers shall be governed
by the highest standards of integrity and fairness. Strict compliance with all
applicable laws and regulations is the policy of the Company, and all decisions
shall be made to honor the spirit and letter of all such laws and regulations.
Business shall be conducted honestly and ethically to effectively use the
technical expertise, business skills and sound judgments needed to benefit
customers and shareholders alike.

PROCEDURE & REPORTING

When any individual associated with the Company, as an officer, Director,
employee or otherwise, becomes aware of a known or suspected irregularity,
illegality or violation of this Code of Ethics, that person is obligated to take
action. This includes prompt reporting, which shall be in the form of an oral or
written report to Robert O'Donnell, who is President and CEO of the Company, or
James Kinghorn, Executive Vice President of the Company, and whose telephone
numbers are (732) 863-9000, extension 231 and whose address is: 3535 Highway
Nine North, Freehold, New Jersey. In addition, any questions regarding the
interpretation of this Code of Ethics may be directed to Robert O'Donnell or
James Kinghorn.

After reviewing any report of a known or suspected irregularity, illegality or
violation of this Code of Ethics, Robert O'Donnell or James Kinghorn will report
their findings to the Board of Directors of the Company for review and action,
if appropriate. Failure to adhere to this Code of Ethics will result in
disciplinary action, up to and including potential termination of employment. In
addition, to the extent appropriate, the Board shall contact proper authorities
to report any illegal conduct.

CONFIDENTIAL & NON-PUBLIC INFORMATION

      o     It is very important for all Company Officers to appropriately
            safeguard the Company's confidential and non-public information and
            to refuse any improper access or improper or untimely disclosure of
            confidential or non-public information.

      o     Confidential or non-public information is any information, which at
            the time it is known, is not generally available to the public and
            which is useful or helpful to the Company, which would be useful or
            helpful to competitors of the Company or which would be deemed
            important to investors in deciding whether or not to trade in the
            Company's securities. Confidential or non-public information can
            include customer, employee, stockholder, supplier, financial or
            operational information and plans for stock splits, business
            acquisitions and mergers, or an important pending regulatory action.

      o     We should always be alert to inadvertent disclosures that may arise
            in either social conversations or in normal business relations with
            our suppliers and customers.

      o     Under SEC Regulation F-D, the Company may be subject to numerous
            requirements and obligations in the event that non-public
            information is selectively disclosed. Selective disclosure means
            disclosure to individuals or groups without a broad-based disclosure
            to the securities markets in general, either through the issuance of
            a press release or the filing of SEC Form 8-K. In order to limit the
            risk of an inadvertent disclosure and possible violation of SEC
            Regulation F-D, all inquires and discussions regarding the Company,
            its operations, performance and prospects will be referred to Robert
            O'Donnell (Investor Relations), who will determine whether the
            Company will respond to any requests for information or interview
            requests from members of the media, financial annalists,
            stockholders or others and which Company official will respond to
            such request. Company Officers should not respond to any such
            requests on their own without reporting the request to Robert
            O'Donnell and receiving direction.


                                       47
<PAGE>

CONFLICTS OF INTEREST

      o     No Company Officer shall pursue or engage in any outside employment,
            business or other commercial activity, either during or outside of
            his Company work hours, which conflicts or competes directly or
            indirectly with his duties or responsibilities as a Company Officer,
            or with any business interests or activities of the Company.
            Engaging in activities that benefit family members or friends during
            Company work hours is also prohibited.

      o     We cannot illustrate every situation that may be considered a
            conflict of interest; however, we do expect each Company Officer to
            carefully consider if any of his or her actions during or outside of
            Company hours rise to the level of a conflict of interest. Even the
            appearance of a conflict of interest must be avoided.

      o     Company Officers have an affirmative obligation to disclose to Audit
            Committee any interest, including but not limited to a financial
            interest, in any outside activities or business that may conflict or
            compete with those of the Company. This affirmative disclosure
            obligation extends to the immediate family member(s) of a Company
            Officer.

      o     At no time during Company working hours or on Company property shall
            any Company Officer engage in or pursue any non-company employment,
            business or commercial activity, or solicit Company customers or
            Company Officers for any profit-making purpose.

      o     No vendor or consultant shall be retained to perform services for
            the Company where a Company Officer is related to, lives with or is
            in a relationship with the consultant or vendor, without the express
            permission of the CEO. Any such existing relationships must be
            immediately disclosed to Audit Committee.

GIFTS, MEALS AND ENTERTAINMENT

      o     Socializing is a normal and accepted component of conducting certain
            facets of the Company's business; however, Company Officers must not
            permit this to compromise a business judgment or give even the
            appearance of impropriety. Therefore, giving, accepting, soliciting
            or offering, or authorizing, directly or indirectly, gifts, favors
            or entertainment, or other consideration, of significant value, in
            transactions with customers, suppliers, vendors and all other
            organizations or individuals doing or seeking to do business with
            the Company, is prohibited. Any consideration is of significant
            value if it could or does result in any appearance of impropriety,
            if it could compromise the decision of any Company Officer in
            exercising a business judgment or if its acceptance is detrimental,
            in any way, to the Company.

      o     In addition, no transactions with any of the groups mentioned above
            shall involve:

            -     Monetary payments, gift certificates, or credit arrangements

            -     Receipt of any materials or services at less than actual cost,
                  or

            -     Actions that result in a conflict of interest or the
                  appearance thereof.

      o     Typically, this policy does not prohibit the occasional lunch or
            dinner, golf outing, sporting or fund-raising event, or vendor
            conference. However, if receipt of any of the above occurs on a
            regular basis, the Company would be concerned that the meals, events
            or outings could be provided for an improper purpose and/or could
            create the appearance of impropriety. Therefore, in order for us to
            provide guidance to those who may be unsure as to what is or is not
            acceptable and to monitor the actions of the individuals and groups
            mentioned above, Company Officers must report the receipt of any and
            all gifts or consideration received to determine what patterns, if
            any, may exist. All Company Officers must report to Robert O'Donnell
            or James Kinghorn as soon as practicable, the receipt of any and all
            consideration from any customer, supplier, vendor or anyone with
            whom we do business, or anyone who may be seeking to do business
            with the Company.

SECURITIES FRAUD AND INSIDER TRADING

      o     It is both illegal and against Company policy for any individual to
            profit from undisclosed information relating to the Company or any
            company with which we do business. Anyone who is in possession of
            any material nonpublic information ("inside information") that the
            Company has not yet disclosed to the public may not purchase or sell
            any of the Company's securities. Also, it is against Company policy
            for any Company Officer who may have inside or unpublished knowledge
            about any of our suppliers, customers, or any company we do business
            with to purchase or sell the securities of those companies.

      o     It is clearly against Company policy, and possibly illegal as well,
            to trade the Company's securities or the securities of any other
            company, in a way which attempts to hide the true identity of the
            trader or to mislead others as to exactly who is doing the trading.
            Any Company Officer trading in the Company's securities or the
            securities of other companies, using fictitious names, names of
            relatives or friends, or brokerage accounts under fictitious names
            located in foreign jurisdictions shall be subject to immediate
            disciplinary action. Should the Company discover any such trading,
            it will disclose it to the appropriate authorities.


                                       48
<PAGE>

SECURITIES AND EXCHANGE COMMISSION REPORTING

      o     As a publicly traded company subject to the Securities Exchange Act
            of 1934, the Company has an obligation to file various reports and
            documents with the SEC and the NASDAQ, and to generally make public
            material information about the Company. The Company is committed to
            providing full, fair, accurate, timely and understandable disclosure
            to the trading markets. In furtherance of this commitment, the
            Company has formed its Management Disclosure Committee to review the
            Company's periodic filings with the SEC. Any Company Officer who
            knows or believes that any of the Company's filings or proposed
            filings with the SEC contain inaccurate information, or omit to
            include information which is material to an investor's understanding
            of the Company, its operations and prospects, is required to notify
            the Management Disclosure Committee, or any member thereof, of the
            Corporate Officer's concerns.

WAIVERS FROM THE CODE OF CONDUCT

      o     Waivers from the requirements of this Code of Ethics may only be
            issued by the Audit Committee of the Board of Directors. The
            Corporate Officer wishing to request a waiver of any provision in
            this Code of Ethics must provide a detailed written statement to the
            Audit Committee explaining the anticipated facts and circumstances
            which the Corporate Officer believes make a waiver appropriate. It
            is expected that waivers will rarely, if ever, be issued, and only
            prospectively, not retroactively.

      o     In the unlikely event that the Audit Committee issues a waiver from
            the requirements of this Code of Ethics, or in the event this Code
            of Ethics is otherwise changed or amended, the Company shall
            promptly provide public notice of such waiver, change or amendment
            in accordance with the requirements of SEC Release 33-8177.


                                       49