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Exhibit 14-A REGISTRANTS POLICY
STATEMENT of DOMESTIC AND INTERNATIONALBUSINESS ETHICS AND RESPONSIBILITIES GUNDLE/SLT ENVIRONMENTAL, INC. Policy Guidelines for Business Ethics Presidents Statement of Domestic & International Business Ethics and
Responsibilities All Gundle/SLT Environmental, Inc. (GSE) directors, employees,
representatives, distributors and agents can be proud of GSEs outstanding
domestic and international reputation as an ethical and responsible company.
We have always striven to maintain the highest standards of conduct in our
business dealings with customers, civic and community leaders, and other
members of the public we serve. We have included in our policy a commitment to
be a responsible corporate citizen, and to being a company that our directors,
employees, representatives, distributors and agents (Representatives) can be
proud to work with and be affiliated. It is important that we maintain a
commitment to continual improvement in this area. To
assist and guide us in this endeavor, the Corporate Counsel  at my request
- has developed this Policy Statement of Domestic & International Business
Ethics and Responsibilities (the Policy). The Policy is intended to serve as
a general guide for each of us on ethical business conduct and your
responsibilities to the Company. All persons to whom this statement is presently distributed must certify at
least once a year that they have read this Policy and are in compliance with
its provisions. Failure to comply with the Policy will be cause for severe
disciplinary action, termination of employment, or other serious legal
ramifications. This Policy applies to all directors, officers and employees of GSE and its
subsidiaries (the Company). It applies to managing directors and partners of
Representatives of the Company. For purposes of the Code, references to an
employee shall include a director or officer. It is important to the success
of the Policy that each applicable person subject to this Policy understand
that: He or she is personally responsible for his or her own conduct in
complying with this Policy, and for promptly reporting known or
suspected violations to the Companys Chief Executive Officer or Chief
Financial Officer. Good intentions and failure to seek timely advice
will not excuse violations of this Code. No one has the authority or right to order, direct, request or ever
influence someone else to violate this Policy or the law. Thus, no one
will be excused for violating this Policy or the law at the direction
or request of someone else. Any attempt by any person to have another person violate this Policy,
whether successful or not, is itself a violation of this Policy and may
be a violation of law. Any retaliation or threat to retaliate against a person for refusing to
violate this Policy, or for reporting in good faith a violation or a
suspected violation of this Policy is itself a violation of this Policy
and may be a violation of law. Every suspected violation of this Policy will be investigated and every
actual violation will constitute a valid ground for dismissal of any
director, officer or employee, or the termination




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of any contractual relationship with a Representative, Distributor or
Agent. If an employee of the Company violates the laws, the Company
may refer the matter to law enforcement authorities. Please review the Policy statements presented here and continue to use them as
guidelines in your day-to-day business affairs. If we each adhere to these few
general principles, I am confident that the Companys fine reputation will
continue to grow. -s- Samir T. Badawi Samir T. Badawi, President & CEO Introduction This policy statement has been prepared to enable you to understand and follow
the Companys domestic and international business ethics and responsibilities
conduct policy (the Policy). We believe that it will provide a useful guide
to you in your day-to-day business activities. As used throughout this
statement, Company refers to Gundle/SLT Environmental, Inc. and its
subsidiaries, including the company that employs you. Representatives,
Distributors and Agents (Representatives) refers to those persons or entities
in contractual relationship with the Company. Much of the policy outlines general legal requirements. It is not intended to
make you an expert in such areas. Instead, it is designed to alert you to
problems you may face and enable you to know when you should obtain guidance
from legal counsel before taking action that may have a legal impact upon the
Company and upon you. Ethical conduct goes beyond what is lawful and it is
sometimes difficult to determine whether an action is ethical or not.
Employees must always act in good faith, responsibly, with due care, competence
and diligence, without misrepresenting facts or allowing independent judgment
to be subordinated. Employees of the Company must not take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentations of material facts, or any other unfair-dealing practice. This Policy cannot cover all the significant legal requirements of each country
in which the Company does business. Because Gundle/SLT Environmental, Inc.,
the parent company, is a United States corporation, the U.S. laws are more
likely to apply to all companies in the GSE group, and particular attention has
been directed to the U.S. legal requirements. U.S. laws are applicable to some
international transactions and therefore will reach beyond the territorial
limits of the United States. Other countries have similar laws regulating
business practices, including without limitation, laws on antitrust, political
contributions, and prohibited acts. Legal difficulties usually can be avoided or minimized if legal counsel is
obtained at the outset of business dealings, rather than at a later stage when
necessary changes may be difficult to make. As in the past, GSEs Corporate
Counsel stands ready at any time to assist you. If you believe that you have been asked to do something that violates our
business conduct Policy or that the Company itself is not following this
Policy, you should notify the chief executive officer or chief financial
officer in writing immediately upon being made aware of the potential
violation. We will address any matters in the spirit of openness and trust and
in a manner that is fair. -s- C. Wayne Case
C. Wayne Case
Corporate Counsel
Gundle/SLT Environmental, Inc. & Subsidiaries




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I. Business Conduct Policy Here are the principles of business conduct to which each person
associated with the Company is required to adhere:  A.
    
    Loyalty to Company - No person should be subject, or even
seem to be subject to influences, interests or relationships that
conflict with the best interests of the Company. This means
avoiding any activity that might compromise or seem to compromise
the Company or its employees.B.
    
    Compliance with Applicable Laws - While we must compete
vigorously to achieve earnings to support long-term growth, we must
at the same time do so in strict compliance with all laws and
regulations applicable to our activities. A person must not take
any action on the Companys behalf that the person knows or should
know violates any applicable law or regulation, domestic or foreign.C.
    
    Observance of Moral and Ethical Standards of Society -
Ethical conduct goes beyond what is lawful, and it is sometimes
difficult to determine whether an action is ethical or not. When
these difficult circumstances arise, you are encouraged to discuss
the situation with your superiors in the Company to determine the
proper course of action beforehand. You must always act in good
faith, responsibly, with due care, competence and diligence, without
misrepresenting facts or allowing independent judgment to be
subordinated. You must not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing
practice. Each person must comply with the moral and ethical
standards of the society in the country in which the Companys
business is conducted. It is the policy of the Company to provide
recruitment, hiring, training, promotion and other conditions of
employment without regard to race, color, age, sex, religion,
handicap, national origin or veteran status. Moreover, it is the
policy of the Company to provide and maintain a working environment
free of harassment, intimidation or exploitation of any nature,
including sexual and racial harassment. The Company expects its
management, employees, and Representatives to treat their colleagues
and subordinates with respect and dignity, and to fully support the
Companys objectives of providing equal opportunity employment and
maintaining a workplace free of harassment.It is important that each of us comply with these principles and that
we assist the Company in doing so. If you believe the Company is
doing anything that is not in compliance with applicable law or the
moral and ethical standards of society, you should immediately bring
this matter to the attention of the chief executive officer or chief
financial officer in writing.D.
    
    Corporate Opportunities - Each person is prohibited from
taking for themselves personally, opportunities that are discovered
through the use of Company property, information or position; using
Company property, information, or position for personal gain; and
competing with the Company. Each person owes a duty to the Company
to advance its legitimate interests when the opportunity to do so
arises.E.
    
    Confidentiality - Each person must maintain the
confidentiality of information entrusted to them by the Company or
its customers, except when disclosure is authorized or legally
mandated. Confidential information includes all non-public
information that might be useful to competitors, or harmful to the
Company or its customers, if disclosed.F.
    
    Protection of Company Assets - Each person must protect the
Companys assets and ensure that efficient use. Theft, carelessness
and waste have a direct impact on the Companys profitability.
Company assets must be used only for legitimate Company business.G.
    
    Anti-Retaliation - No person will be subjected to any
retaliation or threat to retaliate for reporting in good faith a
violation or a suspected violation of this Policy. Every suspected
violation of this Policy
will be investigated by the Board of Directors or its legal counsel,
and every actual violation will constitute a valid ground for
dismissal of any director, officer, employee or Representative.




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II.
    
    Conflict of InterestA conflict of interest occurs when an individuals private interest
interferes in any way - or even appears to interfere - with the
interests of the Company as a whole. A conflict situation can arise
when a person takes actions or has interests that may make it
difficult to perform his or her work objectively and effectively.
Conflicts of interest also arise when an employee, director or
Representative of the Company, or a member of his or her family,
receives improper personal benefits as a result of his or her position
in the Company. Loans to, or guarantees of obligations of, such
persons are prohibited.Any arrangement, unless nominal in amount, for the employment by the
Company of a sales agent or business consultant (other than persons
providing professional engineering, accounting, actuarial or legal
services), where appropriate, shall be based solely upon a written
agreement and on the understanding that any payment under such
arrangement will be used only for the purpose indicated in the
agreement.Each person is expected to avoid any investment, interest or
association that might interfere or seem to interfere with the
independent exercise of judgment in the Companys best interests.Disclosures of personal interests or other circumstances that might
constitute conflicts of interest are to be made promptly in writing by
the person involved to the chief executive officer or chief financial
officer of the Company as soon as the circumstances arise.If a conflict of interest is found to be present, arrangements will be
made for resolution in a manner best suited to the interests of the
Company and the individual. When a person confronts a possible
conflict of interest, prompt and full disclosure is the correct first
step toward solving the problem. Employees are encouraged to discuss
their situation with their superiors in the Company to determine the
proper course of action.  A.
    
    Common Sources of Conflicts -Conflicts of interest generally arise in four situations:  1.
    
    when a person, a member of the persons household, or
a trust in which the person is involved, has a significant
direct or indirect financial interest in, or obligation to, an
actual or potential competitor, supplier or customer of the
persons company, or any company in which the Company has an
equity interest;2.
    
    when a person conducts business on behalf of the
persons company with a supplier or customer of which a relative
is a principal, officer or representative;3.
    
    when a person, a member of the persons household, a
trust in which the person is involved, or any other person or
entity designated by the person, accepts gifts exceeding $100.00
in value from an actual or potential supplier or customer;4.
    
    when a person misuses information obtained from
internal sources of the Company; or5.
    
    when a member of an employees family receives
improper personal benefits as a result of the employees
position in the Company, which includes loans to, or guarantees
of obligations.  B.
    
    Definitions  1.
    
    Suppliers & Customers - For these purposes,
suppliers includes those providing not only goods but also
services - such as consultants, transportation companies,
financial institutions, equipment leasers, realtors and
technology licensers. Customers includes not only those who
buy the Companys regular products or services or license its
technology, but also those who buy scrap materials or who can
exercise major influence on the Companys customers.2.
    
    Significant Interest - an interest amounting to 1
percent or less of any class of securities listed on any of the
securities exchanges or regularly traded over-the-counter will
not be regarded as a significant financial interest in a
competitor, supplier, customer or company




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in which the Company
has an equity interest, if there are no other complicating
factors which should cause the employee to recognize that a
conflict is present. Similarly, existence of an
interest-bearing loan, at normal rates prevailing at the time of
the actual borrowing, from a recognized financial institution
will not be regarded as significant. Any interest in the
stock of a competitor, supplier, customer or company in which
the Company has an equity interest but which is not publicly
traded must be treated as significant and subject to our
review procedure.3.
    
    Payment - includes money, transfer of stock, bonds
or any other property, the payment of expenses, the providing of
services of any type, the assumption or forgiveness of any
indebtedness, or any other transfer of goods, services,
tangibles or intangibles that accrue to the benefit of the
ultimate recipient or promotes his or her interest.4.
    
    Indirect payments - includes any item that is for
an individuals benefit or promotes his or her interests,
regardless of the medium in which the payment is made and
regardless of the identity of the immediate recipient or payee.
A payment made to an agent or relative, or to an independent
contractor, distributor, sales representative, consultant,
attorney, lobbyist, Company employee or other third party, may
be treated as an indirect payment if it accrues or will accrue
to his or her benefit, or will promote his or her financial or
other interests, or if there is reason to believe that such
initial recipient may have transferred the payment of another
party for that partys benefit or interest.5.
    
    Government - includes any agency, instrumentality,
subdivision or other body of any national state or local
government, including hospitals or other health facilities that
are owned or operated by a government, and including regulatory
agencies or government controlled businesses, corporations,
companies or societies.6.
    
    Company - includes Gundle/SLT Environmental, Inc.,
its divisions, and all of its subsidiaries, affiliates and joint
ventures, including minority as well as majority interests, and
includes Company officers, employees or other third parties,
such as agents, consultants, distributors, etc., acting on
behalf of the Company.  III.
    
    Antitrust ComplianceCompliance with applicable antitrust laws is the policy of the
Company and the responsibility of each individual. Foreign antitrust
laws are in numerous countries; therefore, careful consideration must
be given to the applicable laws of all jurisdictions in which a
Company transaction is to take place.Failure to comply with these laws could result in serious
consequences for the Company and offending persons. Violations of
many antitrust laws are crimes, subjecting companies and individuals
to heavy fines, and individuals to possible imprisonment. In
addition, such companies may be required to pay substantial damages
and be ordered to refrain from engaging in the activity.There follows a brief outline of some of the antitrust principles
that may govern transactions in which the Company takes part. It is
not possible to cover all areas within this statement with which
antitrust is concerned. Whenever involved in a transaction in which
a competitive restraint in any form may be present, consult with
legal counsel at the earliest possible moment.Remember, antitrust laws of countries in addition to those of the
country in which your company is organized, may be applicable to you,
your company, and the Company.  A.
    
    U.S. Antitrust Principles- The U.S. antitrust laws seek to
promote vigorous competition, free from unreasonable restraints.
The chief antitrust statute in the United States, the Sherman Act,
prohibits conspiracies and understandings that unreasonably restrain
the domestic or foreign commerce of the United States. The
following principles have evolved under the statute.  1.
    
    Relations with Competitors - Any understanding
whatsoever between competitors with respect to price or any
element of price (discounts, credit terms) to be paid to or
charged third parties, including arrangements between
competitors that tend only to stabilize prices, are




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prohibited.
Also prohibited are understandings between competitors with
respect to the amount of their production, the division or
allocation of markets, territories or customers, and the
boycotting of third parties.All such arrangements are per se unlawful. That means they
cannot be defended or justified in any, no matter how good the
competitors intentions were.The prohibited conspiracies and understandings do not require
formal documents signed by the parties. A conspiracy or
understanding also will be found to exist where it is shown that
there was any kind of mutual understanding that gave the parties
a basis for expecting that a business practice or decision
adopted by one would be followed, or at least not opposed, by
the other.  2.
    
    Relations with Customers  a.
    
    Unreasonable restraints on resale are
generally unlawful. This encompasses, for example, an
agreement or understanding by the seller and customer with
respect to the price at which the customer will resell a
product.b.
    
    Refusals to Deal - A company generally has
the right to select the customers with whom it chooses to
do business. However, this right should not be relied upon
to force a customer to accept resale price restrictions.c.
    
    Tying Arrangements - Any arrangement under
which a seller induces a customer to take a product it does
not wish to buy from the seller as a condition of a license
or sale of a different product the buyer does wish to
obtain is generally unlawful.  B.
    
    Applicability of U.S. Antitrust Laws to International
Transactions -The Sherman Act is applicable to international
transactions in which any U.S. person or corporation is a party
where it may be shown that the transaction has any substantial
effect on the foreign commerce (e.g., imports and/or exports) of the
U.S. For example, an arrangement that would restrain a U.S. company
from selling abroad or a non-U.S. company from selling into the U.S.
would clearly be subject to U.S. jurisdiction. The Act also reaches
transactions in which only non-U.S. citizens or businesses are
involved where it is shown that there has been a substantial effect
upon U.S. foreign commerce and that such effect was intended by the
parties.Once it is found that the international transaction falls within the
jurisdiction of the U.S. antitrust laws, those laws are applied in
precisely the same manner as they are applied with respect to
domestic transactions. Transactions deemed to be per se violations
if engaged in domestically will similarly be deemed to be per se
violations if engaged in overseas, and the rule of reason will be
similarly applied. Exceptions may be made where it may be shown
without question that it would have been impossible for the parties
to have engaged in international trade in the absence of the
arrangement in question, or that the actions were required by a
foreign government.C.
    
    Foreign Antitrust Laws- Foreign antitrust laws are in effect
in numerous countries, and space does not permit even a brief
examination here of the various laws. Careful consideration must be
given to the applicable laws of all jurisdictions in which a
transaction involving a competitive restraint is to take place.The chief antitrust document involving the European Common Market is
found in the Rome Treaty of 1957 that established the European Common
Market. Article 85(1) of the Treaty specifically prohibits all
concerted practices that are likely to effect trade between the
Member States and which have as their object or result the
prevention, restriction, or distortion of competition within the
Common Market. Examples listed that are deemed to fall within
Article 85(1) include such common
restraints as price fixing, production limitation, price
discrimination and tie-in arrangements. Article 85(3) exempts from
the prohibition of Article 85(1) agreements that may be shown to
contribute toward improving production or distribution of goods or
promoting technical or economic progress within the Common Market
while reserving to users a fair share in the profit, without imposing
upon the enterprises concerned any restriction which is not essential
to attaining such objective or giving




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such firms the power to
eliminate competition in a substantial part of the Market. However,
an exemption under Article 85(3) is not available unless the
restrictive agreement has been registered with the European Economic
Community (EEC).One of the actions that may be taken by the EEC, in the event of
violation, is a fine that may be as high as several million dollars.
The Commission has imposed substantial fines in cases involving
agreements between competitors adopting concerted practices,
including common prices. The fines were levied against parties
headquartered both inside and outside the European Common Market.Other countries have adopted similar antitrust laws to protect their
economy and prohibit concerted practices that distort competition.
Managing directors of foreign subsidiaries and Representatives must
familiarize themselves and follow the antitrust laws in the countries
in which they conduct business. Conflicts between foreign antitrust
laws and U.S. antitrust laws must be resolved in favor of the more
astringent law.D.
    
    U.S. Legal Controls on International Commerce- Several U.S.
statutes are applicable to certain transactions of U.S. companies,
non-U.S. companies owned or controlled by the Company, as well as to
the personnel of such non-U.S. companies who participate in those
transactions. Violations of these U.S. statutes carry criminal
penalties in the U.S. for such non-U.S. companies, the Company and
the personnel of each who are U.S. citizens or residents.  1.
    
    Boycotts - The Export Administration Act and the Tax
Reform Act of 1976 provide for civil and criminal penalties,
denial or suspension of export privileges and loss of U.S. tax
benefits for cooperation with foreign country boycotts that
discriminate against U.S. firms or citizens on the basis of
race, color, religion, sex or national origin. They also apply
to compliance with requests for information or action furthering
the boycott of nationals friendly to the U.S. as conditions of
sales of goods or services to boycotting countries where the
goods contain material of U.S. origin or the cooperation is
directed by the U.S. parent. Since the penalties also apply to
the failure to report promptly boycott-related requests for
information or action from boycotting countries, whether
directed to the Company or related firms abroad owned or
controlled by the Company, it is of utmost importance that the
Companys legal counsel and the chief executive officer be
immediately informed of such requests to facilitate prompt
compliance with the reporting requirements.2.
    
    Product and Technical Data Controls - The regulations
under the Export Administration Act of 1969 describe which
products, produced in the U.S. or elsewhere on the basis of U.S.
technical data, and which technical data of U.S. origin, may be
sold or disclosed to customers in a given country. Non-U.S.
subsidiaries must consult with the U.S. corporate counsel of the
Company regarding these regulations because they also restrict
the resale or disclosure of such products and technical data by
them.3.
    
    Treasury Embargo Controls - The Treasury Departments
Office of Foreign Assets Control administers prohibitions on
commercial and financial transactions by U.S. companies and
foreign firms owned or controlled by U.S. companies, regardless
of product, with selected countries currently reflected on the
Departments trade embargo list. The list is subject to change
at anytime, so check with the Companys corporate counsel before
entering into commercial transactions. The regulations provide
for imprisonment and substantial fines for directors, officers
and employees of the U.S. firm involved in willful violation of
the regulations. U.S. citizens or residents acting in similar
roles for the foreign subsidiaries and affiliates may be deemed
to be aware of such violations and thus be involved in any
failure to comply with the regulations requirements. The
subsidiary itself may suffer other adverse consequences
including inability to obtain licenses or delay in obtaining
licenses. These
regulations are complicated and advice on specific transactions
should be obtained from the Companys corporate counsel.




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V.
    
    Inside Information & ConfidentialityUntil released to the public, material information concerning the
Companys plans, successes, or failures is considered inside
information and, therefore, confidential. For any person to use such
information for personal benefit or to disclose it to others outside the
Company violates the Companys interests.The Company has registered with the Securities and Exchange Commission
securities that can be publicly traded. As a result, several rigidly
enforced laws and regulations that are intended to prevent misuse of
corporate information by regulating the manner in which securities may be
bought or sold are applicable to the Company and its officers, directors,
and employees.As a public company, the Company is obligated by federal securities laws
to make prompt, full and fair public disclosure of information that may
be expected to affect the market prices for its securities, unless
disclosure would be inappropriate under the circumstances. Therefore,
any disclosure by a Company employee, officer or director to outsiders of
financial or operating information concerning the Company, and that might
reasonably have an effect upon the market for the Companys securities,
is to be made only with the prior consent of the Companys board of
directors or chief executive officer. Any other disclosure of non-public
information is prohibited. Directors, officers and employees are also
not permitted to speculate in (buy, sell or own) puts and calls, or
execute short sales in the Companys stock. Finally, while directors,
officers and employees may exercise options at any time, directors,
executive officers, and all accounting, finance and legal department
management personnel are prohibited from buying or selling Company
securities in the public market (including sales made in a cashless
option exercise) except during the 30 days beginning two business days
after the public announcement of annual or quarterly earnings. Company
employees and directors are referred to and are encouraged to read the
Companys Insider Trading Policy.VI.
    
    Applicability of U.S. Securities Laws to International TransactionsThe U.S. securities laws may be applicable to subsidiaries or
affiliates physically located outside the U.S. if (a) there are a
substantial number of U.S. shareholders or (b) transactions take
place using instrumentalitys of U.S. interstate or foreign commerce
(i.e., U.S. mails or other means of interstate or foreign
communications). It is, therefore, necessary that transactions
involving securities of subsidiaries or affiliates be carefully
reviewed by corporate counsel for compliance not only with local law,
but also for possible applicability of U.S. securities laws.VII.
    
    Political ContributionsIn the United States and in some other countries, it is unlawful for
political contributions to be made by corporations, whether by direct
or indirect use of corporate funds. In those countries, such
contributions by employees must not be made, or even appear to be
made, with the Companys funds, or reimbursed from the Companys
funds. In addition, the selection of a candidate or of a party
should not be, or seem to be, coerced or influenced by the Company.In the United States, the statute controlling political contributions
is the U.S. Foreign Corrupt Practices Act of 1977. In 1998, the
U.S., by the passage of the International Anti-Bribery and Fair
Competition Act of 1998, became a contracting party to the Convention
on Combating Bribery of Foreign Public Officials in International
Business Transactions (the Convention). Over 50 countries have
signed to become contracting parties to the Convention.It is the business policy of the Company that no payment, directly or
indirectly, be made that might be interpreted or construed as being
made: (a) to or for the benefit of any candidate for political office or any
political party, whether in the United States or any other country; (b) to reimburse, in money, goods, services or time, any employee for his
activities, time or expenses in nomination, election or appointment of a
public official, domestic or foreign;




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(c) as a donation or loan or make available any property of any kind to
any political party, committee or candidate, or loan any Company
personnel to any political entity or to any other entity for use in any
political activity; (d) for the service or operating expenses of any political party or
committee thereof, such as for advertising, stationery, utilities,
transportation, etc.; or (e) as loans, donations or other disbursements, directly or indirectly,
to Company officers or employees or others for the use or benefit of any
political party, candidate or committee.  VIII.
    
    Government ContractsIn business transactions directly or indirectly involving the sale
of products or services to any federal, state or local government
entity, and whether or not financed with appropriated funds, all
officers and employees of the Company so involved will fully and
strictly comply with all applicable laws, regulations and contract
provisions. In this regards, federal law imposes the following
prohibitions and obligations that shall be observed in all dealings
with governmental authorities.  A.
    
    Prohibited Acts  1.
    
    Furnishing entertainment or gratuities to government
employees or their families, except when agency regulations
permit gifts up to a stated nominal value.2.
    
    Lobbying of government agencies for contract awards
using any appropriated funds received from the government.3.
    
    Payment of contingent fees for contract awards using
any appropriated funds received from the government.4.
    
    Soliciting or acceptance of anything of value from
the Companys suppliers for the purpose of improperly obtaining
or rewarding favorable treatment incident to government
contracting.5.
    
    Discussion of employment of a government procurement
official during the course of any federal procurement activities
involving that official.6.
    
    Soliciting or obtaining from any agency a
competitors proprietary information or any other procurement
information not publicly available during the course of any
federal agency procurement.7.
    
    Subcontracting to any currently debarred or suspended
firm or individual for supplies or services of $25,000 or above
unless there is a compelling reason to do so, and with an
explanation thereof to the government contracting officer.8.
    
    Falsifying any document relating to the award,
performance or payment under any government contract or
subcontract.  B.
    
    Obligations- Full and strict compliance with all
requirements of government contracts including those relating to
reimbursement of costs and quality assurance.Complete truthfulness in making all certifications and
representations called for by government procurement documents in all
dealings with government employees.  IX.
    
    Anti-Bribery Laws  A.
    
    Bribery is the giving of money or anything else of value in
an attempt to influence unlawfully the action of a public official.
No person should pay, offer or authorize any bribe or make any other
unlawful payment on behalf of the Company. This prohibition extends
to payments to consultants,
agents or other intermediaries when the person has reason to believe
that some part of the payment or fee will be used for a bribe or
otherwise to influence government action.




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B.
    
    Payment (other than for purchase of a product or service) or
giving of a gift of more than token or nominal value to suppliers or
customers or their agents, employees, or fiduciaries may be a
commercial bribe, that may also be a violation of law. Commercial
bribery is also against the Companys policy and no person should
engage in such bribery on the Companys behalf.C.
    
    It is the Companys policy to obey both foreign and domestic
tax laws and foreign exchange control laws. No person should on the
Companys behalf enter into any transaction that the person knows or
should reasonably know would violate such laws.D.
    
    Neither the Company nor its Representatives should assist any
third party in violating laws of any country. This policy applies
whether or not the Companys assistance itself violates the laws of
any country.  X.
    
    False or Artificial Entries in Books & RecordsThe Companys chief executive officer, chief financial officer and
controller are responsible for providing full, fair, accurate, timely and
understandable disclosure in reports and documents that the Company files
with, or submits to, the United States Securities and Exchange Commission
and in the Companys other public communications.Compliance with the record-keeping requirements of all laws, both
domestic and foreign, is the policy of the Company and the responsibility
of each person. Each person must make certain that no entries are made
in or omitted from the official Company financial and accounting books
and records that in any way might be interpreted or construed as
misstating or otherwise concealing the nature or purpose of any payment
or expenditure; or that the Company has used any payment or expenditure
in any way that might be construed or interpreted as being for any
purpose other than that described by the documents and accounting entries
supporting and describing such payment. The Companys Chief Executive
Officer, Chief Financial Officer and Controller are responsible for
providing full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to, the
United States Securities and Exchange Commission and in the Companys
other public communications.XI.
    
    Unrecorded Fund or AssetThe Company does not maintain directly or indirectly, any cash funds,
bank deposits or other Company assets without recording them on the
official Company financial and accounting books and records, and the
Company does not, or any other person or entity acting on behalf of
the Company, maintain any domestic or foreign numbered bank account
or any account in a name other than the name of the Company.XII.
    
    Reporting Violations and Waivers of the Policy  A.
    
    It is the obligation of every director, officer, employee and
Representative to promptly report (including anonymous reports) any
actual or reasonable suspected violation of the Policy in the manner
established by the chief executive officer, chief financial officer,
or corporate counsel. All reports will be promptly investigated and
appropriate corrective or disciplinary action will be taken,
including notification of the board of directors, and regulatory
authorities through the corporate counsel and the chief financial
officer. Although unlikely, a situation may arise that requires
consideration of a waiver of the policy. Any waiver for a director
or executive officer of the Company may only be made by the
Companys Board of Directors or a committee of the Board of
Directors and must be publicly disclosed as provided hereinafter.B.
    
    The following disclosures are required under federal
securities laws beginning in fiscal year 2004. A copy of this
policy shall be filed as an exhibit to the Companys annual report
on Form 10-K. Amendments to, and waiver of the policy shall be
disclosed within five business days after the amendment or waiver,
either by filing a Form 8-K or, if the Company has disclosed in its
most recently filed annual report on Form 10-K its intentions to use
its website for such purpose, by
posting the disclosure on its website. If posted on the website, the
disclosure shall remain on the website for at least 12 months and be
retained for five years




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XIII.
    
    Compliance and Training ProgramsTo assist individuals in becoming aware of and complying with the
Policy and other legal obligations imposed on the Company by law or
regulation, the following steps have been taken:  A.
    
    Initial distribution of the Policy to all directors, officers
and employees. All Company personnel must sign off on Policy as
part of pre-employment procedures. All Representatives must sign
off on the Policy at the time of initial contracting with the
Company.B.
    
    Subsequent distribution of the Policy annually to all
directors, officers, select employees and Representatives. A
written acknowledgment obtained from all Representatives, directors,
officers, management, supervisor, purchasing, sales, marketing and
accounting employees that they have read, understood and agreed to
comply with the Policy and are in compliance.C.
    
    Personnel Records. Maintenance of a register in the personnel
records documenting receipt of the Policy.D.
    
    Review Program. Internal operations review programs to
determine compliance with the Policy on a periodic or other
appropriate basis.  XIV.
    
    Disclosure of Code, Amendments and WaiversThe following disclosures are required under federal securities laws
beginning in fiscal year 2004. A copy of the Policy shall be filed as
an exhibit to the Companys annual report on Form 10-K, posted on the
Companys website or made available free of charge upon request of
any person. Amendments to, and waivers of, the Policy shall be
disclosed within five business days after the amendment or waiver,
either by filing a Form 8-K, or if the Company has disclosed in its
most recently filed annual report on Form 10-K its intention to use
its website for such purpose, by posting the disclosure on its
website. If posted on the website, the disclosure shall remain on
the website for at least 12 months and be retained by the Company for
five years.




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CERTIFICATION I, the undersigned, certify that I have read and understood the above corporate
Policy and acknowledge that it is my responsibility to comply with this policy
and to ensure that those reporting to me also comply. All questions or
possible violations will be discussed with the corporate attorney or the chief
executive officer or chief financial officer. Signature
    
    DatePrinted Name




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U.S. ANNUAL CERTIFICATION OF COMPLIANCE
WITH
DOMESTIC & INTERNATIONAL BUSINESS ETHICS RESPONSIBILITIES POLICY I certify that I have read and am in compliance with the Gundle/SLT
Environmental, Inc. Domestic & International Business Ethics and
Responsibilities Policy and acknowledge that it is my responsibility to comply
with this Policy and to assure that those reporting to me also comply. All
questions or possible violations of the Policy that arise will be discussed
with the chief executive officer, the chief financial officer or the Companys
corporate counsel. I certify that:  
    
    to the best of my knowledge, none of our employees are in violation of the Policy;
    
    the Policy has been distributed to employees of the Company and its subsidiaries who report to me;
    
    the standards and policies contained in the Policy have been reviewed during the past year with the employees of the
Company and its subsidiaries who report to me. I understand that this acknowledgment and certification will be placed in my
personnel file for permanent reference. SignaturePrinted NameDate




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ANNUAL CERTIFICATION OF COMPLIANCE
WITH DOMESTIC & INTERNATIONAL BUSINESS ETHICS POLICY
(International) I hereby certify that I, and my Company, as a Representative involved in
international transactions, am in compliance with the provisions of the
Gundle/SLT Environmental, Inc. Domestic & International Business Ethics and
Responsibilities Policy in the country or countries in which I conduct business
on behalf of the Company. I further certify that I am in compliance with and
have complied with the anti-bribery and antitrust laws described within the
Policy. I understand that if I know of any events or transactions that violate the
Policy, my responsibility is to communicate the information promptly to the
Companys Chief Executive Officer or Chief Financial Officer. Signature & Title
    
    CompanyPrinted Name
    
    AddressDate