**Exhibit14.1**

 

**CODEOF BUSINESS CONDUCT AND ETHICS**

 

**(asapproved by the Board of Directors on June 16, 2004)**

 

**THIS CODE APPLIES TO EVERYDIRECTOR AND OFFICER (INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIALOFFICER, CHIEF ACCOUNTING OFFICER OR CONTROLLER, OR PERSONS PERFORMING SIMILARFUNCTIONS) OF PUBLIC MEDIA WORKS, INCORPORATED (THE “COMPANY”).**

 

To further the Company’sfundamental principles of honesty, loyalty, fairness and forthrightness, theBoard of Directors of the Company (the “*Board*:”)has established and adopted this Code of Business Conduct and Ethics (this “*Code*”).

 

This Code strives todeter wrongdoing and promote the following six objectives:

 

•                  honestand ethical conduct;

•                  avoidance ofconflicts of interest;

•                  full, fair,accurate, timely and transparent disclosure;

•                  compliance withapplicable government and self-regulatory organization laws, rules andregulations;

•                  prompt internalreporting of Code violations; and

•                  accountabilityfor compliance with the Code.

 

Below, we discuss situationsthat require application of our fundamental principles and promotion of ourobjectives.  If you believe there is aconflict between this Code and a specific procedure, please consult theCompany’s Board of Directors for guidance.

 

Each of our directors,officers and employees is expected to:

 

•                  understandthe requirements of your position, including Company expectations andgovernmental rules and regulations that apply to your position;

•                  complywith this Code and all applicable laws, rules and regulations;

•                  reportany violation of this Code of which you become aware; and

•                  beaccountable for complying with this Code. 

 

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**TABLE OF CONTENTS**

 
| **ETHICS  ADMINISTRATOR**                                             |   |
|-----------------------------------------------------------------------|--------|
| **ACCOUNTING  POLICIES**                                              |   |
| **AMENDMENTS  AND MODIFICATIONS OF THIS CODE**                        |   |
| **ANTI-BOYCOTT AND  U.S. SANCTIONS LAWS**                             |   |
| **ANTITRUST AND FAIR  COMPETITION LAWS**                              |   |
| **BRIBERY**                                                           |   |
| **COMPLIANCE  WITH LAWS, RULES AND REGULATIONS**                      |   |
| **COMPUTER AND  INFORMATION SYSTEMS**                                 |   |
| **CONFIDENTIAL  INFORMATION BELONGING TO OTHERS**                     |   |
| **CONFIDENTIAL  AND PROPRIETARY INFORMATION**                         |   |
| **CONFLICTS  OF INTEREST**                                            |   |
| **CORPORATE  OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS** |   |
| **DISCIPLINE  FOR NONCOMPLIANCE WITH THIS CODE**                      |   |
| **DISCLOSURE POLICIES  AND CONTROLS**                                 |   |
| **ENVIRONMENT, HEALTH AND  SAFETY**                                   |   |
| **FILING OF GOVERNMENT  REPORTS**                                     |   |
| **FOREIGN CORRUPT PRACTICES  ACT**                                    |   |
| **INSIDER TRADING OR TIPPING**                                        |   |
| **INTELLECTUAL  PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS**        |   |
| **INVESTOR  RELATIONS AND PUBLIC AFFAIRS**                            |   |
| **POLITICAL CONTRIBUTIONS**                                           |   |
| **PROHIBITED  SUBSTANCES**                                            |   |
| **RECORD  RETENTION**                                                 |   |
| **REPORTING VIOLATIONS  OF THIS CODE**                                |   |
| **WAIVERS**                                                           |   |
| **CONCLUSION**                                                        |   |

 

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# **ETHICS ADMINISTRATOR**

# ** **

All matters concerningthis Code shall be heard by the Board of Directors.

 

# **ACCOUNTING POLICIES**

# ** **

The Company will make andkeep books, records and accounts, which in reasonable detail accurately andfairly present the Company’s transactions.

 

All directors, officers,employees and other persons are prohibited from directly or indirectlyfalsifying or causing to be false or misleading any financial or accountingbook, record or account. You and others are expressly prohibited from directlyor indirectly manipulating an audit, and from destroying or tampering with anyrecord, document or tangible object with the intent to obstruct a pending orcontemplated audit, review or federal investigation.  The commission of, or participation in, one of these prohibitedactivities or other illegal conduct will subject you to federal penalties, aswell as to punishment, up to and including termination of employment.

 

No director, officer oremployee of the Company may directly or indirectly make or cause to be made amaterially false or misleading statement, or omit to state, or cause anotherperson to omit to state, any material fact necessary to make statements madenot misleading, in connection with the audit of financial statements byindependent accountants, the preparation of any required reports whether byindependent or internal accountants, or any other work which involves orrelates to the filing of a document with the Securities and Exchange Commission(“*SEC*”).

 

# **AMENDMENTS ANDMODIFICATIONS OF THIS COD**E

# ** **

There shall be noamendment or modification to this Code except upon approval by the Board ofDirectors.

In case of any amendmentor modification of this Code that applies to an officer or director of theCompany, the amendment or modification shall be posted on the Company’s websitewithin two days of the board vote or shall be otherwise disclosed as requiredby applicable law or the rules of any stock exchange or market on which theCompany’s securities are listed for trading. Notice posted on the website shall remain there for a period of twelvemonths and shall be retained in the Company’s files as required by law.

 

# **ANTI-BOYCOTT ANDU.S. SANCTIONS LAWS**

# ** **

The Company must complywith anti-boycott laws of the United States, which prohibit it fromparticipating in, and require us to report to the authorities any request toparticipate in, a boycott of a country or businesses within a country.  If you receive such a request, report it toyour immediate superior, our CEO, or to the chairman of the Board of 

 

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Directors.  We will also not engage in business with anygovernment, entity, organization or individual where doing so is prohibited byapplicable laws.

 

# **ANTITRUST AND FAIRCOMPETITION LAWS**

# ** **

The purpose of antitrustlaws of the United States and most other countries is to provide a levelplaying field to economic competitors and to promote fair competition.  No director, officer or employee, under anycircumstances or in any context, may enter into any understanding or agreement,whether express or implied, formal or informal, written or oral, with an actualor potential competitor, which would illegally limit or restrict in any wayeither party’s actions, including the offers of either party to any thirdparty.  This prohibition includes anyaction relating to prices, costs, profits, products, services, terms orconditions of sale, market share or customer or supplier classification orselection.

 

It is our policy tocomply with all U.S. antitrust laws. This policy is not to be compromised or qualified by anyone acting foror on behalf of our Company.  You mustunderstand and comply with the antitrust laws as they may bear upon youractivities and decisions. Anti-competitive behavior in violation of antitrust laws can result incriminal penalties, both for you and for the Company.  Accordingly, any question regarding compliance with antitrustlaws or your responsibilities under this policy should be directed to our CEOor the chairman of the Board of Directors, who may then direct you to our legalcounsel.  Any director, officer oremployee found to have knowingly participated in violating the antitrust lawswill be subject to disciplinary action, up to and including termination of employment.

 

Below are some scenariosthat are prohibited and scenarios that could be prohibited for antitrustreasons.  These scenarios are not anexhaustive list of all prohibited and possibly prohibited antitrust conduct.

 

•                  Proposalsor agreements or understanding—express or implied, formal or informal, writtenor oral—

•                  withany competitor regarding any aspect of competition between the Company and thecompetitor for sales to third parties;

•                  Proposalsor agreements or understandings with customers which restrict the price orother terms at which the customer may resell or lease any product to a thirdparty; or

•                  Proposalsor agreements or understandings with suppliers which restrict the price orother terms at which the Company may resell or lease any product or service toa third party.

 

The following businessarrangements could raise anti-competition or antitrust law issues.  Before entering into them, you must consultwith our CEO or the chairman of the Board of Directors, who may then direct youto our legal counsel:

 

•                  Exclusivearrangements for the purchase or sale of products or services;

•                  Bundlingof goods and services; or

 

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•                  Agreementsto add an employee of the Company to another entity’s board of Directors.

 

# **BRIBERY**

# ** **

You are strictly forbiddenfrom offering, promising or giving money, gifts, loans, rewards, favors oranything of value to any governmental official, employee, agent or otherintermediary (either inside or outside the United States) which is prohibitedby law.  Those paying a bribe maysubject the Company and themselves to civil and criminal penalties.  When dealing with government customers orofficials, no improper payments will be tolerated.  If you receive any offer of money or gifts that is intended toinfluence a business decision, it should be reported to your supervisor our CEOor the chairman of the Board of Directors immediately.

 

The Company prohibitsimproper payments in all of its activities, whether these activities are withgovernments or in the private sector.

 

# **COMPLIANCE WITHLAWS, RULES AND REGULATI**ONS

# ** **

The Company’s goal andintention is to comply with the laws, rules and regulations by which we aregoverned.  In fact, we strive to complynot only with requirements of the law but also with recognized compliancepractices.  All illegal activities orillegal conduct are prohibited whether or not they are specifically set forthin this Code.

 

Where law does not governa situation or where the law is unclear or conflicting, you should discuss thesituation with your supervisor, our CEO or the chairman of the Board ofDirectors, who may then direct you to our legal counsel.  Business should always be conducted in afair and forthright manner.  Directors,officers and employees are expected to act according to high ethical standards.

 

# **COMPUTER ANDINFORMATION SYSTEMS**

# ** **

For business purposes,officers and employees are provided telephones and computer workstations andsoftware, including network access to computing systems such as the Internetand e-mail, to improve personal productivity and to efficiently manageproprietary information in a secure and reliable manner.  You must obtain the permission from yoursupervisor or our CEO to install any software on any Company computer or connectany personal laptop to the Company network. As with other equipment and assets of the Company, we are eachresponsible for the appropriate use of these assets.  Except for limited personal use of the Company’s telephones andcomputer/e-mail, such equipment may be used only for business purposes.  Officers and employees should not expect aright to privacy of their e-mail or Internet use.  All e-mails or Internet use on Company equipment is subject tomonitoring by the Company.

 

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# **CONFIDENTIALINFORMATION BELONGING TO OT**HERS

# ** **

You must respect theconfidentiality of information, including, but not limited to, trade secretsand other information given in confidence by others, just as we protect our ownconfidential information.  Thisincludes, but is not limited to partners, suppliers, contractors, competitorsor customers.  However, certainrestrictions about the information of others may place an unfair burden on theCompany’s future business.  For thatreason, directors, officers and employees should coordinate with yoursupervisor or the CEO to ensure appropriate agreements are in place prior toreceiving any confidential third-party information.  In addition, any confidential information that you may possessfrom an outside source, such as a previous employer, must not, so long as suchinformation remains confidential, be disclosed to or used by the Company.  Unsolicited confidential informationsubmitted to the Company should be refused, returned to the sender wherepossible and deleted, if received via the Internet.

 

# **CONFIDENTIAL AND PROPRIETARYINFORMATION**

# ** **

It is the Company’spolicy to ensure that all operations, activities and business affairs of theCompany and our business associates are kept confidential to the greatestextent possible.  Confidentialinformation includes all non-public information that might be of use tocompetitors, or that might be harmful to the Company or its customers ifdisclosed.  Confidential and proprietaryinformation about the Company or its business associates belongs to theCompany, must be treated with strictest confidence and is not to be disclosedor discussed with others.

 

Unless otherwise agreedto in writing, confidential and proprietary information includes any and allinformation from which the Company may derive an economic benefit, including, butnot limited to, methods, inventions, improvements or discoveries, whether ornot patentable or copyrightable, and any other information of a similar naturedisclosed to the directors, officers or employees of the Company or otherwisemade known to the Company as a consequence of or through employment orassociation with the Company (including information originated by the director,officer or employee).  This can include,but is not limited to, information regarding the Company’s business, products,processes, and services. It also can include information relating to research,development, inventions, trade secrets, intellectual property of any type ordescription, data, business plans, marketing strategies, engineering, contractnegotiations, contents of the Company intranet and business methods orpractices.

 

The following areexamples of information that is not considered confidential:

 

•                  informationthat is in the public domain to the extent it is readily available;

•                  informationthat becomes generally known to the public other than by disclosure by theCompany or a director, officer or employee; or

•                  informationyou receive from a party that is under no legal obligation of confidentialitywith the Company with respect to such information.

 

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We have exclusiveproperty rights to all confidential and proprietary information regarding theCompany or our business associates.  Theunauthorized disclosure of this information could destroy its value to theCompany and give others an unfair advantage. You are responsible for safeguarding Company information and complyingwith established security controls and procedures.  All documents, records, notebooks, notes, memoranda and similarrepositories of information containing information of a secret, proprietary,confidential or generally undisclosed nature relating to the Company or ouroperations and activities, including any copies thereof, unless otherwiseagreed to in writing, belong to the Company and shall be held by you in trustsolely for the benefit of the Company. Confidential or proprietary information must be delivered to the Companyby you on the termination of your association with us or at any other time werequest.

 

# **CONFLICTS OF INTEREST**

# ** **

Conflicts of interest canarise in virtually every area of our operations.  A “conflict of interest” exists whenever an individual’s privateinterests interfere or conflict in any way (or even appear to interfere orconflict) with the interests of the Company. We must strive to avoid conflicts of interest.  We must each make decisions solely in the best interest of theCompany.  Any business, financial orother relationship with suppliers, customers or competitors that might impairor appear to impair the exercise of our judgment solely for the benefit of theCompany is prohibited.

 

Here are some examples ofconflicts of interest:

 

•                  ***Family Members***—Actionsof family members may create a conflict of interest.  For example, gifts to family members by a supplier of the Companyare considered gifts to you and must be reported.  Doing business for the Company with organizations where yourfamily members are employed or that are partially or fully owned by your familymembers or close friends may create a conflict or the appearance of a conflictof interest.  For purposes of this Code“family members” includes any child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,daughter-in-law, brother-in-law or sister-in-law, and adoptive relationships.

•                  ***Gifts, Entertainment, Loans, orOther Favors***—Directors, officers and employees shall not seek oraccept personal gain, directly or indirectly, from anyone soliciting businessfrom, or doing business with, the Company, or from any person or entity incompetition with us.  Examples of suchpersonal gains are gifts, non-business-related trips, gratuities, favors,loans, and guarantees of loans, excessive entertainment or rewards.  However, you may accept gifts of a nominalvalue.  Other than common businesscourtesies, directors, officers, employees and independent contractors must notoffer or provide anything to any person or organization for the purpose ofinfluencing the person or organization in their business relationship with us.

Directors, officers andemployees are expected to deal with advisors or suppliers who best serve theneeds of the Company as to price, quality and service in making 

 

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decisions concerning theuse or purchase of materials, equipment, property or services.  Directors, officers and employees who usethe Company’s advisors, suppliers or contractors in a personal capacity areexpected to pay market value for materials and services provided.

•                  ***Outside Employment***—Officersand employees may not participate in outside employment, self-employment, orserve as officers, directors, partners or consultants for outsideorganizations, if such activity:

•                  reduceswork efficiency;

•                  interfereswith your ability to act conscientiously in our best interest; or

•                  requiresyou to utilize our proprietary or confidential procedures, plans or techniques.

You must inform yoursupervisor or the CEO of any outside employment, including the employer’s nameand expected work hours.

 

You should report anyactual or potential conflict of interest involving yourself or others of whichyou become aware to your supervisor or our CEO.  Officers and directors should report any actual or potentialconflict of interest involving yourself or others of which you become aware tothe chairman of the Board of Directors.

 

# **CORPORATEOPPORTUNITIES AND USE AND PROT**ECTION OF COMPANY ASSETS

# ** **

You are prohibited from:

 

•                  takingfor yourself, personally, opportunities that are discovered through the use ofCompany property, information or position;

•                  usingCompany property, information or position for personal gain; or

•                  competingwith the Company.

 

You have a duty to theCompany to advance its legitimate interests when the opportunity to do soarises.

You are personallyresponsible and accountable for the proper expenditure of Company funds,including money spent for travel expenses or for customer entertainment.  You are also responsible for the proper useof property over which you have control, including both Company property andfunds and property that customers or others have entrusted to yourcustody.  Company assets must be usedonly for proper purposes.

Company property shouldnot be misused.  Company property maynot be sold, loaned or given away regardless of condition or value, withoutproper authorization.  Each director, officerand employee should protect our assets and ensure their efficient use.  Theft, carelessness and waste have a directimpact on the Company’s profitability. Company assets should be used only for legitimate business purposes.

 

# **DISCIPLINE FORNONCOMPLIANCE WITH THIS C**ODE

# ** **

Disciplinary actions forviolations of this Code can include oral or written reprimands, suspension ortermination of employment or a potential civil lawsuit against you.   The 

 

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violation of laws, rulesor regulations, which can subject the Company to fines and other penalties, mayresult in your criminal prosecution.

 

# **DISCLOSUREPOLICIES AND CONTROLS**

# ** **

The continuing excellenceof the Company’s reputation depends upon our full and complete disclosure ofimportant information about the Company that is used in the securitiesmarketplace. Our financial and non-financial disclosures and filings with theSEC must be transparent, accurate and timely. We must all work together to insure that reliable, truthful and accurateinformation is disclosed to the public.

 

The Company must discloseto the SEC, current security holders and the investing public information thatis required, and any additional information that may be necessary to ensure therequired disclosures are not misleading or inaccurate.  The Company requires you to participate inthe disclosure process, which is overseen by our CEO and CFO.  The disclosure process is designed torecord, process, summarize and report material information as required by allapplicable laws, rules and regulations. Participation in the disclosure process is a requirement of a publiccompany, and full cooperation and participation by our CEO, CFO and, uponrequest, other employees in the disclosure process is a requirement of thisCode.

 

Officers and employeesmust fully comply with their disclosure responsibilities in an accurate andtimely manner or be subject to discipline of up to and including termination ofemployment.

 

# **ENVIRONMENT,HEALTH AND SAFETY**

# ** **

The Company is committedto managing and operating our assets in a manner that is protective of humanhealth and safety and the environment. It is our policy to comply, in all material respects, with applicablehealth, safety and environmental laws and regulations.  Each employee is also expected to complywith our policies, programs, standards and procedures.

 

# **FILING OFGOVERNMENT REPORTS**

# ** **

Any reports orinformation provided, on our behalf, to federal, state, local or foreigngovernments should be true, complete and accurate.  Any omission, misstatement or lack of attention to detail couldresult in a violation of the reporting laws, rules and regulations.

 

# **FOREIGN CORRUPTPRACTICES ACT**

# ** **

The United States ForeignCorrupt Practices Act prohibits giving anything of value, directly orindirectly, to foreign government officials or foreign political candidates inorder to obtain, retain or direct business. Accordingly, corporate funds, property or anything of value may not be,directly or indirectly, offered or given by you or an agent acting on ourbehalf, to a foreign official, foreign political party or official thereof orany 

 

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candidate for a foreignpolitical office for the purpose of influencing any act or decision of suchforeign person or inducing such person to use his influence or in order to assistin obtaining or retaining business for, or directing business to, any person.

 

You are also prohibitedfrom offering or paying anything of value to any foreign person if it is knownor there is a reason to know that all or part of such payment will be used forthe above-described prohibited actions. This provision includes situations when intermediaries, such asaffiliates, or agents, are used to channel payoffs to foreign officials.

 

# **INSIDER TRADING ORTIPPING**

# ** **

Directors, officers andemployees who are aware of material, non-public information from or about theCompany (an “*insider*”), are notpermitted, directly or through family members or other persons or entities, to:

 

•                  buyor sell securities (or derivatives relating to such securities) of the Company,or

•                  passon, tip or disclose material, nonpublic information to others outside theCompany including family and friends.

Such buying, selling ortrading of securities may be punished by discipline, up to and includingtermination of employment; civil actions, resulting in penalties of up to threetimes the amount of profit gained or loss avoided by the inside trade or stocktip, or criminal actions, resulting in fines and jail time.

 

Examples of informationthat may be considered material, non-public information in some circumstancesare:

 

•                  undisclosedannual, quarterly or monthly financial results, a change in earnings orearnings projections, or unexpected or unusual gains or losses in majoroperations;

•                  undisclosednegotiations and agreements regarding mergers, concessions, joint ventures,acquisitions, divestitures, business combinations or tender offers;

•                  undisclosedmajor management changes;

•                  asubstantial contract award or termination that has not been publicly disclosed;

•                  amajor lawsuit or claim that has not been publicly disclosed;

•                  thegain or loss of a significant customer or supplier that has not been publiclydisclosed;

•                  anundisclosed filing of a bankruptcy petition by the Company;

•                  informationthat is considered confidential; and

•                  anyother undisclosed information that could affect our stock price.

 

The same policy alsoapplies to securities issued by another company if you have acquired material,nonpublic information relating to such company in the course of your employmentor affiliation with the Company.

 

When material informationhas been publicly disclosed, each insider must continue to refrain from buyingor selling the securities in question until the third business day after 

 

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the information has beenpublicly released to allow the markets time to absorb the information.

 

# **INTELLECTUALPROPERTY: PATENTS, COPYRIGH**TS AND TRADEMARKS

# ** **

Except as otherwiseagreed to in writing between the Company and an officer or employee, allintellectual property you conceive or develop during the course of youremployment shall be the sole property of the Company.  The term intellectual property includes any invention, discovery,concept, idea, or writing whether protectable or not by any United States orforeign copyright, trademark, patent, or common law including, but not limitedto, designs, materials, compositions of matter, machines, processes,improvements, data, computer software, writings, formula, techniques, know-how,methods, as well as improvements thereof or know-how related thereto concerningany past, present, or prospective activities of the Company.  Officers and employees must promptlydisclose in writing to the Company any intellectual property developed orconceived either solely or with others during the course of your employment andmust render any and all aid and assistance, at our expense, to secure theappropriate patent, copyright, or trademark protection for such intellectualproperty.

 

Copyright laws mayprotect items posted on a website. Unless a website grants permission to download the Internet content yougenerally only have the legal right to view the content.  If you do not have permission to downloadand distribute specific website content you should contact your supervisor orour CEO, who may refer you to our legal counsel.

 

If you are unclear as tothe application of this Intellectual Property Policy or if questions arise,please consult with your supervisor or our CEO, who may refer you to our legalcounsel.

 

# **INVESTOR RELATIONSAND PUBLIC AFFAIRS**

# ** **

It is very important thatthe information disseminated about the Company be both accurate andconsistent.  For this reason, allmatters relating to the Company’s internal and external communications arehandled by our CEO (or, if retained for such purpose, a public relationsconsultant).  Our CEO (or a publicrelations consultant retained by the Company) is solely responsible for publiccommunications with stockholders, analysts and other interested members of thefinancial community.  Our CEO (or apublic relations consultant retained by the Company) is also solely responsiblefor our marketing and advertising activities and communication with employees,the media, local communities and government officials.  Our CEO serves as the Company’s spokespersonin both routine and crisis situations.

 

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# **POLITICALCONTRIBUTIONS**

# ** **

You must refrain frommaking any use of Company, personal or other funds or resources on behalf ofthe Company for political or other purposes which are improper or prohibited bythe applicable federal, state, local or foreign laws, rules orregulations.  Company contributions orexpenditures in connection with election campaigns will be permitted only tothe extent allowed by federal, state, local or foreign election laws, rules andregulations.

 

You are encouraged toparticipate actively in the political process. We believe that individual participation is a continuing responsibilityof those who live in a free country.

 

# **PROHIBITED SUBSTANCES**

# ** **

The use of alcohol,illegal drugs or other prohibited items, including legal drugs which affect theability to perform one’s work duties, are prohibited while on Companypremises.  We also prohibit thepossession or use of alcoholic beverages, firearms, weapons or explosives onour property, unless authorized by our CEO. You are also prohibited from reporting to work while under the influenceof alcohol or illegal drugs.  We reservethe right to perform pre-employment and random drug testing on employees, aspermitted by law.

 

# **RECORD RETENTION**

# ** **

The alteration,destruction or falsification of corporate documents or records may constitute acriminal act.  Destroying or alteringdocuments with the intent to obstruct a pending or anticipated officialgovernment proceeding is a criminal act and could result in large fines and aprison sentence of up to 20 years. Document destruction or falsification in other contexts can result in aviolation of the federal securities laws or the obstruction of justice laws.

 

# **REPORTINGVIOLATIONS OF THIS CODE**

# ** **

You should be alert andsensitive to situations that could result in actions that might violatefederal, state, or local laws or the standards of conduct set forth in thisCode.  If you believe your own conductor that of a fellow employee may have violated any such laws or this Code, youhave an obligation to report the matter.

 

Generally, you shouldraise such matters first with an immediate supervisor.  However, if you are not comfortable bringingthe matter up with your immediate supervisor, or do not believe the supervisorhas dealt with the matter properly, then you should raise the matter with ourCEO who may, if a law, rule or regulation is in question, then refer you to ourlegal counsel.  The most important pointis that possible violations should be reported and we support all means ofreporting them.

 

Directors and officersshould report any potential violations of this Code to the chairman of theBoard of Directors or to our legal counsel.

 

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We will not allowretaliation against an employee for reporting a possible violation of this Codein good faith.  Retaliation forreporting a federal offense is illegal under federal law and prohibited underthis Code.  Retaliation for reportingany violation of a law, rule or regulation or a provision of this Code isprohibited.  Retaliation will result indiscipline, up to and including termination of employment, and may also resultin criminal prosecution.  However, if areporting individual was involved in improper activity the individual may beappropriately disciplined even if he or she was the one who disclosed thematter to the Company.  In thesecircumstances, we may consider the conduct of the reporting individual inreporting the information as a mitigating factor in any disciplinary decision.

 

# **WAIVERS**

# ** **

There shall be no waiverof any part of this Code for any director or officer except by a vote of theBoard of Directors.  In case a waiver ofthis Code is granted to a director or officer, the notice of such waiver shallbe posted on our website within five days of the Board’s vote or shall beotherwise disclosed as required by applicable law or the rules of any stockexchange or market on which the Company’s securities are listed fortrading.  Notices posted on our websiteshall remain there for a period of 12 months and shall be retained in our filesas required by law.

 

# **CONCLUSION**

# ** **

This Code is an attemptto point all of us at the Company in the right direction, but no document canachieve the level of principled compliance that we are seeking.  In reality, each of us must strive every dayto maintain our awareness of these issues and to comply with the Code’sprinciples to the best of our abilities.

 

Before we take an action,we must always ask ourselves:

 

•                  Doesit feel right?

•                  Isthis action ethical in every way?

•                  Isthis action in compliance with the law?

•                  Couldmy action create an appearance of impropriety?

•                  AmI trying to fool anyone, including myself, about the propriety of this action?

 

If an action would elicitthe wrong answer to any of these questions, do not take it.  We cannot expect perfection, but we doexpect good faith.  If you act in badfaith or fail to report illegal or unethical behavior, then you will be subjectto disciplinary procedures.  We hopethat you agree that the best course of action is to be honest, forthright andloyal at all times. 

 

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Iacknowledge that I have received and read the Company’s Code of Ethics, datedJune 2004,  and  understand my obligations as a Directorand/or employee to comply with the Code of Ethics.

Iunderstand that my agreement to comply with the Code of  Ethics does not constitute a contract ofemployment, an agreement to be put for as a nominee for a Directorship, or anagreement for election or appointment as a Director or a member of anycommittee or subcommittee to the Board of Directors.

 
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| Date:                    |   |   |
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