EXHIBIT 14.1

SOURCE INTERLINK COMPANIES, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

At Source Interlink Companies, Inc., we are committed to always doing the right
thing. Operating with a strong sense of integrity is critical to maintaining
trust and credibility with our customers, business partners and stockholders.
Our reputation for ethical behavior and integrity is one reason why we are
considered a leader in our industry. Maintaining that reputation is very
important to the Board of Directors and management. This Code of Business
Conduct and Ethics has been adopted by our Board of Directors and is
specifically designed to be part of an effective program to prevent and detect
violations of law. Before you review specific principles, you should have a good
sense of our basic principles from which this Code of Business Conduct and
Ethics are derived. These basic principles are:

- We will always adhere to the highest standards of loyalty, candor and
care in our business dealings;

- We will act honestly and ethically in all aspects of our business,
including the disclosure and ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;

- We will provide full, fair, accurate, timely and understandable
disclosure in reports and documents filed with the U.S. Securities and
Exchange Commission and in other public communications;

- We will strictly comply with all laws, rules and regulations
applicable to the conduct of our business, including those applicable
to transactions in our securities;

- We will protect and properly use our property, assets and confidential
information;

- We will promptly report any violations or suspected violations of this
Code or other unethical or illegal behavior; and

- We will be accountable for adherence to this Code, including prompt
and consistent action against persons who violate the Code.

COMPLIANCE WITH THE CODE

UNDERSTANDING THE CODE

We take this Code very seriously. All members of our Board of
Directors and employees, including our principal executive officer, principal
financial officer, vice president of finance, and other senior financial and
accounting personnel, must follow the ethical standards set forth in this Code
and are obligated to report, in a timely fashion, any possible violations of our
ethical standards that they may witness. Doing so is not an act of disloyalty,
but an action that shows your sense of responsibility and fairness to your
fellow employees, our customers, suppliers and shareholders. Reporting in good
faith

possible ethical violations by others will not subject you to reprisal. In fact,
retaliation or punishment for reporting suspected unethical or illegal conduct
by another employee as provided in this Code, or for coming forward to alert the
Company of any questionable situation, is against the law.

It is your responsibility to read carefully and understand this Code,
but we do not expect this Code to answer every possible question you may have in
the course of conducting our business. Furthermore, if you are concerned about
an ethical situation or are not sure whether specific conduct meets our
standards of conduct, you are responsible for asking your supervisor or other
appropriate personnel any questions that you may feel are necessary to
understand our expectations of you. A good basis for deciding when to get advice
is to ask whether the conduct might be embarrassing to us or the people involved
if the details were fully disclosed to the public. If it might, you should seek
clarification from your supervisor, manager or other appropriate personnel. To
provide with further guidance, we may from time to time in the future adopt more
detailed policies and procedures with regard to certain areas covered by this
Code and other matters not mentioned in this Code. Those policies and procedures
may also be amended or supplemented from time to time. While there is some
overlap between the subjects addressed in this Code, those addressed in the
Employee Handbook and in separate policies and procedures, each of those
materials serves a unique purpose and you should thoroughly read, understand and
comply with all of them.

VIOLATIONS OF THE CODE

If you fail to comply with these policies, including supervisors or
managers who fail to detect or report wrongdoing, you may be subject to
disciplinary action up to and including termination of service. The following
are examples of conduct that may result in discipline:

- action that violate one of our policies;

- requesting another to violate one of our policies;

- failure to promptly raise a known or suspected violation of one of our
policies; failure to cooperate in our investigations of possible
violations of one of our policies;

- retaliation against another person for reporting an integrity concern;

- failure to demonstrate the leadership and diligence needed to ensure
compliance with one of our policies and applicable law.

It is important to understand that violation of certain of these policies
may subject us and the person involved to civil liability and damages,
regulatory sanction and/or criminal prosecution. We are responsible for
satisfying the regulatory reporting, investigative and other obligations that
may follow the identification of a violation.

REPORTING VIOLATIONS; CONFIDENTIALITY

We have established the following procedures for you to get help with
a potential issue or reporting a problem. When you believe you or another person
may have violated this Code or an applicable law, rule or regulation, it is your
responsibility to immediately report the violation to your supervisor, to a
representative of the Source Interlink Ethics Committee or to our Whistleblower
Hotline. Similarly, if you are a supervisor and you have received information
from a subordinate concerning activity that he or she believes may violate the
Code or that you believe may violate the Code, you should report the matter to a
member of the Ethics Committee.

In addition, we have designated a core team of corporate officers who
together form the Source Interlink Ethics Committee. These individuals represent
another venue for you to pursue your concerns. The members of the Ethics
Committee are:

Dean Heine Allan R. Lyons Douglas J. Bates
Investor Relations Consultant Chairman, Audit Committee General Counsel
10 East 40th Street, Suite 3110 27500 Riverview Center Blvd. 27500 Riverview Center Blvd.
New York, New York 100 16 Bonita Springs, Florida 34134 Bonita Springs, Florida 34134
(212) 683-0376 (239) 949-7688 (239) 949-7688

Throughout this Code, when appropriate, we have designated specific
contacts for specific issues. If no contact is listed, please follow the
procedure outlined above to report any issues or to ask any questions that you
may have. If you don't know where to go, contact one of the members of the
Ethics Committee listed above.

All reports and inquires will be handled confidentially to the
greatest extent possible under the circumstances. As mentioned above, no person
will be subject to retaliation or punishment for reporting suspected unethical
or illegal conduct by another person as provided in this Code or for coming
forward to alert us of any questionable situation.

We have also established a Whistleblower Hotline (866) 876-6840 which
you may call to report (anonymously, if you prefer) any concerns about suspected
unethical or illegal conduct, including improper accounting practices or
audit-related issues. You may also report (anonymously, if you prefer) any
concerns about suspected unethical or illegal conduct, including improper
accounting practices or audit-related issues, through our website by completing
the form which appears at littp://webserver.sourceinterlink.com,/'about/
investor/IncideiitReportingForm.aspx.

CERTIFICATE OF COMPLIANCE

On an annual basis, we will ask the senior financial personnel of each
of our operating units, our principal financial officer and vice-president of
finance, and other selected employees to certify that they are "aware of and are
in compliance with the Company's policies on ethical behavior." The certificate
also requires that these financial officers and other employees list any
violations or questionable activities they have witnessed or heard about, or to
certify that they are not aware of any such activities.

In addition, all prospective employees will agree as a condition of
employment that "if they are employed by the Company" they will comply with our
policies with respect to business conduct and ethics. Lastly, new employees will
be provided with information on our ethical principles and values, as well as
the recommended process for addressing ethical dilemmas.

Once again, we want you and every other employee to report possible
violations of our ethical principles whenever you see them or learn about them.
In fact, it is a requirement of your employment. And if you don't know whether
something is a problem, ask.

WAIVER OF COMPLIANCE

In certain limited situations, we may waive application of the Code to
employees, officers or directors. With respect to officers and directors, any
such waiver requires the express approval of our Board of Directors.
Furthermore, we will promptly disclose any such waivers granted to any of our
officers or directors on our website.

BUSINESS CONDUCT AND PRACTICES

ACCURACY AND RETENTION OF BUSINESS RECORDS

Employees involved in the preparation of our financial statements must
prepare those statements in accordance with Generally Accepted Accounting
Principles, consistently applied, and any other applicable accounting standards
and rules so that our financial statements materially, fairly and completely
reflect our business transactions and financial condition. Further it is
important that financial statements and related disclosures be free of material
errors. In particular, our policy prohibits any employee from knowingly making
or causing others to make a materially misleading, incomplete or false statement
to an accountant or an attorney in connection with an audit or any filing with
any governmental or regulatory entity (such as The Nasdaq Stock Market, Inc. or
the U.S. Securities and Exchange Commission).

Our policy also prohibits any employee from directly or indirectly
falsifying or causing others to falsify any company, customer or supplier
documentation. In addition, an employee must not omit or cause others to omit
any material information that is necessary to prevent a statement made in
connection with any audit, filing or examination of our financial statements
from being misleading. Employees are prohibited from opening or maintaining any
undisclosed or unrecorded corporate account, fund or asset or any account with a
misleading purpose.

Our Chief Information Officer has the company-wide responsibility for
developing, administering and coordinating the record management program which
establishes procedures for the retention, storage, retrieval and destruction of
all records created or received by us. Records must be maintained to comply with
applicable statutory, regulatory or contractual requirements, as well as those
pursuant to prudent business practices. Employees can contact our Chief
Information Officer for specific information on record retention.

Destruction or falsification of any document that is potentially
relevant to a violation of law or governmental investigation may lead to
prosecution for obstruction of justice. Therefore, if an employee has reason to
believe that a violation of the law has been committed or that a government
investigation is about to be commenced, he or she must retain all records
(including computer records) that could be relevant to an investigation of the
matter, whether conducted by us or by a governmental authority. Questions with
regard to destruction or retention of documents in this context should be
directed to the Chief Information Officer.

All company books, invoices, records, accounts, funds and assets must
be created and maintained to reflect fairly and accurately and in reasonable
detail the underlying transactions and disposition of our business. No entries
may be made that intentionally conceal or disguise the true nature of any
company transaction.

In addition, if an employee believes that our books and records are
not being maintained in accordance with these requirements, the employee should
report the matter directly to their supervisor or to a member of the Record
Management Committee.

COMPANY PROPERTY

All directors, officers and other employees should protect our assets
and ensure their efficient use. Our assets, whether tangible or intangible, are
to be used only by authorized employees or their designees and only for our
legitimate business purposes.

Employees are not permitted to take or make use of, steal, or
knowingly misappropriate our assets, including any of our confidential
information, for the employee's own use, the use of another or for an improper
or illegal use. Employees are not permitted to remove or dispose of anything of
value that belongs to us without our consent. No employee may destroy our assets
without permission. Participation in unlawful activities or possession of
illegal items or substances by an employee, whether on our property or business
or not, jeopardizes the employee's employment.

FRAUDS AND THEFTS

Our policy prohibits fraudulent activity and establishes procedures to
be followed to ensure that incidents of fraud and theft relating to us are
promptly investigated, reported and, where appropriate, prosecuted. Fraudulent
activity can include actions committed by an employee that injure suppliers and
customers, as well as those that injure us or our employees.

Employees and agents who suspect that any fraudulent activity may have
occurred must immediately report such concern to a member of the Ethics
Committee. They should be contacted before any action is taken with respect to
the individual accused of perpetrating the alleged business impropriety. Such
allegations, if proven to be factual, will lead to the dismissal of the
employee, the involvement of local law enforcement and actions to recover our
assets and property. No employee or agent may sign a criminal complaint on our
behalf without the prior written approval of a member of the Source Interlink
Ethics Committee.

PAYMENTS AND GIFTS To THIRD PARTIES

Any payment made to a third party must be made only for identified
services that were performed by the third party for us or one or more of our
customers. In addition, the payment must be reasonable in relation to the
services performed.

Employees are not permitted to give, offer or promise payments or
gifts with the intent to influence (or which may appear to influence) a third
party or to place such party under an obligation to the donor. Additional
restrictions are imposed on dealings with foreign, federal, state or local
governmental officials. There are also other public, as well as private,
institutions that have established their own internal rules regarding the
acceptance of gifts or entertainment. Employees should become familiar with any
such restrictions affecting those with whom they deal.

MONEY LAUNDERING PREVENTION

We are committed to fully complying with all applicable anti-money
laundering laws in the United States and throughout the world. To that end, each
of our business units has a due diligence process, tailored to its particular
business environment, to obtain enough information and documentation about
prospective customers, joint venture partners and affiliates to ensure that they
are involved in legitimate business activates and that their funds come from
legitimate sources.

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

If employees encounter a warning sign that may indicate money
laundering activity, they must promptly convey their concern to our General
Counsel before proceeding further with any transaction.

PRIVACY

It is our policy to protect individual customer, medical, financial
and other sensitive personal information that we collect from or maintain about
personnel or individual consumers or customers by complying with all applicable
privacy and data protection laws, regulations and treaties.

Employees must take care to protect the individually identifiable
personnel, consumer or customer information and other sensitive personal
information from inappropriate or unauthorized use or disclosure. Furthermore,
as required by law and by our privacy policies, employees must provide
individual customers with:

- notice of relevant policies

- descriptions of the types of information being collected and the uses
to be made of the information

- choices regarding certain uses of the information by our business

- access to the information for verification and correction

- security for the information

Employees may not acquire, use, or disclose individual personnel, consumer
or customer information in ways that are inconsistent with our privacy policies
or with applicable laws or regulations. Finally, employees should consult with
our General Counsel before establishing or updating any system, process or
procedure to collect, use, disclose or transmit individual personnel, consumer
or customer information, medical or financial records, or other sensitive
personal information.

CONFIDENTIAL INFORMATION

Our assets also include confidential and proprietary information
relating to our present or planned business that has not been released publicly
by our authorized representatives. Confidential information is information not
generally known to the public that a company would normally expect to be
non-public and that might be harmful to our competitive position or harmful to
us or our customers if disclosed, and includes, but is not limited to:

- Computer programs, data, formulas, software and compositions;

- Customer, employee and supplier information;

- Financial data;

- Inventions;

- Manufacturing processes and techniques;

- Marketing and sales programs;

- Compensation information;

- New product designs;

- Possible acquisition or divestiture activity;

- Pricing information and cost data;

- Regulatory approval strategies;

- Research and development information;

- Services techniques and protocols;

- Trade secrets and know-how; and,

- Strategic business plans.

Except as specifically authorized or legally mandated, employees,
consultants, agents and representatives are expected to maintain the
confidentiality of information entrusted to them by us or our customers and
shall not disclose or use, either during or subsequent to their employment by us
or during the term of any other relationship with us, any such information they
receive or develop during the course of their employment or any such other
relationship which is considered proprietary by us or our customers.
Confidential information may be disclosed within the company only on a need
- -to-know basis. Employees should not attempt to obtain confidential information
that does not relate to their employment duties and responsibilities.

Employees, consultants, agents, and representatives may not discuss
confidential matters in the presence or within hearing range of unauthorized
persons, such as in elevators (even on our property), restaurants, taxis,
airplanes or other publicly accessible areas. Care should be used in the use of
cellular telephones or other means of communication that are not secure.
Confidential information may not be discussed with family, relatives, or
business or social acquaintances.

In instances where it is appropriate for business reasons to disclose
confidential information to third parties, our General Counsel must be contacted
before the disclosure for preparation of an appropriate agreement that includes
necessary safeguards.

Furthermore, obtaining confidential information from a third party without
adequate legal safeguards is improper and may expose us to legal risks.
Accordingly, no employee, consultant, agent or representative may accept such
information without the advice of our General Counsel and until an agreement in
writing has been reached with the offeror. After such information is obtained,
its confidentiality must be protected as provided in the agreement.

No employee, consultant, agent or representative may disclose or use any
confidential information gained during employment or any other relationship with
us for personal profit or to the advantage of the employee or any other person.

No prospective employee may be hired in order to obtain the person's
specific knowledge of a former employer's confidential information, nor may any
new employee be placed in a position that would inevitably require the
individual to disclose or use a former employer's confidential information.
Offering a job to an executive of a direct competitor requires the approval of
our chief executive officer before any active negotiation is undertaken.

COMPUTER RESOURCES AND COMPUTER SECUFITY

Our computer resources are a valuable portion of our assets. Computer
resources include, but are not limited to, all of our processing hardware,
software, networks and networking applications and associates documentation. We
expect all employees utilizing our computer and other electronic resources to
observe the highest standard of professionalism at all times. This includes
respecting and maintaining the integrity and security of all of our computer and
communication systems, an utilizing those systems only in furtherance of our
business. It also includes respecting our values by creating and sending only
appropriate business-related messages. To this end, the following policies and
principles apply:

- Employees are responsible for ensuring the integrity and
confidentiality of their unique user identification codes and
passwords. Any suspected breach must be reported to appropriate
management immediately.

- Employees are not permitted to access a computer without authorization
or exceed authorized access with the intent of securing information
contained in our financial records or records concerning customers or
other employees.

- Employees are expected to log out of systems that do not support an
automated log out process, when leaving them unattended.

- Employees are not permitted to alter damage or destroy information
without authorization.

- An employee's misappropriation, destruction, misuse, abuse or
unauthorized use of computer resources is prohibited.

- Employees may not obstruct the authorized use of a computer or
information. Employees are not permitted to use our computer resources
for personal gain. Computer programs developed by employees using our
computer resources and developed within the scope of the employee's
employment are our property. All rights to and use of such property
are reserved by us.

- We reserve the right to monitor our computer resources in order to
prevent their improper or unauthorized use.

- Access to systems, data, and software must be restricted to authorized
personnel, preauthorized by an employee's supervisor and consistent
with his or her job responsibilities.

- Employees may not utilize electronic mail systems, the Internet, or
other electronic facilities for non-business related communications,
and must adhere to applicable supervisory and regulatory requirements
when utilizing such systems as part of their business function. The
viewing downloading or accessing of sexually explicit material is
strictly prohibited.

- All employees must comply with applicable copyright laws which impose
certain restrictions on the use of computer software.

INTELLECTUAL PROPERTY

Our intellectual property is one of our most valuable assets.
Intellectual property includes such things as trade secrets, trademarks,
copyrights, editorial content, service marks, and other proprietary information.
Employees are required to protect and preserve our intellectual property. In
order to do so, employees are required to observe the following guidelines:

- Employees must treat our intellectual property as a trade secret;
outside commercial or personal use is strictly prohibited. Any
misappropriation of our assets will be treated as theft. In order to
protect a trade secret, the information must be properly secured and
treated as confidential.

- Innovations are ideas concerning products or manufacturing processes
and may be eligible for patent, copyrights, trademark or other trade
secret protection. Unauthorized disclosures may jeopardize these
valuable protections. Any intellectual property created on our time
and /or using our resources is "work made for hire" under copyright
law and all rights to such materials belong exclusively to us.
Therefore, employees are required to consult with our General Counsel
if they have any questions regarding such innovations or ideas.

- Copyright notice should appear on all materials and works produced at
our facilities, other than internal memoranda and routine
correspondence. Employees must obtain permission from our General
Counsel prior to using our name in marketing materials, press releases
or press interviews.

Not all intellectual property in use by us is our property. Employees must
respect others' intellectual property and use such property only in accordance
with the rights expressly granted to us.

As a general rule, U.S. copyright law makes it a federal crime to copy
software or related documentation without the express authorization of the
copyright owner. In addition, employees are not permitted to remove copyright
notices from software or its documentation.

Many other countries have similar laws protecting intellectual property,
and employees should consult with our General Counsel before engaging in any
activity discussed in this policy.

Copying copyrighted software and issuing additional copies for use by other
employees or outside parties is prohibited. Modification of vendor personal
computer programs is also prohibited unless we have been granted express rights
to do so by the copyright owner. Failure to comply with software license
agreements exposes us to potential litigation, and any employee's misconduct in
connection therewith is considered as a basis for termination.

Employees may not personally install software purchases on our equipment
for use by co-workers; or others without permission and the appropriate license
agreement. Our General Counsel can assist employees in preparing, reviewing
and/or negotiating license agreements.

"Multimedia" works--works that combine video, text, software and music--
are also subject to copyright law, therefore, it is important that all
multimedia presentations be reviewed by our General Counsel before they are
presented outside our offices to assure that all licensing issues have been
properly addressed.

EMPLOYMENT PRACTICES

ENVIRONMENTAL, HEALTH AND SAFETY

It is our policy to provide each of our employees with a safe and
healthy workplace. We are also committed to the environment and all employees
are expected to support responsible environmental practices and initiatives to
protect our communities. To support those policies, employees must abide by all
Environmental, Health and Safety rules, regulations and practices and must
assume responsibility for taking the necessary precautions to protect
themselves, their co-workers and the communities in which we do business. While
every employee is not expected to be expert in every health and safety or
environmental requirement, employees are expected to understand those
requirements that apply to their area of responsibility and to report accidents
and unsafe practices or conditions to their supervisors or other designated
persons. We will ensure that appropriate, timely action will be taken to correct
unsafe conditions. Additionally, our facilities will be subject to periodic
Environmental, Health and Safety assessments to help ensure compliance with all
applicable laws and regulations.

DRUGS AND ALCOHOL

We expect our employees to report to work in condition to perform
their duties, free from the influence of alcohol or non-prescription drugs.
Reporting to work under the influence of alcohol or any illegal drug, having an
illegal drug in your system, using legal drugs inappropriately or using,
possessing or selling illegal drugs while on the job or on our property is
forbidden and may result in immediate termination.

Off-the-job involvement with illegal drugs can have an impact on
health and safety in the workplace. In order to establish and maintain drug-free
work environment, drug testing of employees may occur as permitted by applicable
law.

EQUAL EMPLOYMENT OPPORTUNITY

The diversity of our employees represents a tremendous asset. We
provide equal employment opportunity in all aspects of employment including:

- Benefits

- Compensation

- Conditions/privileges of employment

- Corrective action Hiring Layoffs

- Recalls and terminations

- Recruiting

- Social/recreation programs

- Transfers

- Any educational assistance

- Upgrading/promotion

In all of these employment aspects, we provide equal employment
opportunities to all employees without regard to race, color, creed, religion,
national origin, sex, age, disability, physical attributes, sexual orientation
or veteran status.

DISCRIMINATION AND HARASSMENT

Source Interlink Companies, Inc. and all of its subsidiaries are
committed to providing a work environment free of unlawful discrimination and/or
harassment. Discrimination or harassment is said to exist when an employee is
treated differently from another employee on the basis of the employee's race,
religion, color, sex, age, marital status, national origin, citizenship, sexual
orientation, disability, veteran status or any other basis prohibited by law.
Workplace discrimination or harassment based on an employee's race, religion,
color, age, sex, marital status, national origin, citizenship, sexual
orientation, disability, veteran status or any other basis prohibited by law
will not be tolerated.

Source Interlink Companies, Inc. does not condone or tolerate any type
of unlawful harassment or inappropriate conduct which would constitute sexual
harassment or discrimination, and violators of this policy will be subject to
disciplinary procedures up to and including termination.

Definition

Sexual harassment has been defined as unwelcome sexual advances,
requests for sexual favors and other verbal and physical conduct of a sexual
nature, when:

- submission to such conduct is made either explicitly or implicitly as
a term or condition of an individual's employment;

- submission to or rejection of such conduct by an individual is used as
the basis for employment decisions affecting such individual;

- such conduct has the purpose of unreasonably interfering with an
individual's work performance or creating an intimidating, hostile or
offensive working environment.

The following are examples of inappropriate conduct that is sexual in nature
which, if it occurs at work or at work-related events, is prohibited by us:

- comments, jokes or degrading language or behavior that is sexual in
nature;

- sexually suggestive objects, books, magazines(l), dvds(l),
photographs, cartoons, pictures, calendars, posters, electronic
communications or other materials;

- unwelcome sexual advances, request for sexual favors, or an sexual
touching;

- offering favorable terms or conditions of employment benefits in
exchange for sexual favors, or threatening less favorable terms or
conditions of employment if sexual favors are refused.

- ----------
(1) A substantial portion of our business relates to the distribution of
magazines, dvds and other home entertainment. Accordingly, possession and
handling of sexually suggestive magazines in a manner consistent with the
employee's scope of work is not considered inappropriate conduct.

Employee's Responsibility

There are several options available to resolve complaints of any type
of unlawful or inappropriate discrimination or harassment, including sexual
harassment, or complaints of retaliation for having made such a complaint. You
are strongly encouraged to report any incident to your supervisor, your Human
Resource representative, our Corporate Human Resource Department or our General
Counsel. You may also report an incident (anonymously, if you prefer) on our
Whistleblower Hotline (866) 876-6840 or using the Internet (anonymously, if you
prefer) using our Incident Reporting Form at
http://webserver.sourceinterlink.com/about/investor/IncidentReportingForm.aspx.
We are committed to taking prompt and appropriate steps to investigate and
resolve any complaints. All calls will be handled as confidentially as possible
within the necessary boundaries of the fact finding process and our legal
obligations. We strictly forbid retaliation in any form against any employee who
brings a complaint of harassment in good faith. Every employee is expected to
cooperate in a company-conducted investigation and any retaliation for such
cooperation is strictly prohibited.

Management's Responsibility

Managers are responsible for creating a professional work environment
free of lawful harassment or discrimination. Managers who have a reasonable
belief that unlawful harassment or discrimination is occurring in the workplace
must immediately contact our General Counsel.

POLICY AGAINST ANTISOCIAL ORGANIZATIONS

We stand firmly against forces or organizations that threaten the
order and security of the public.

WORK AND LIFE RESOURCES

We are committed to respecting employees as individuals and providing
an environment that emphasizes a healthy balance between work, personal and
family life. We recognize that changing work force and family composition is
such that lines between work and personal life can be difficult to separate. An
employee's ability to work may, at times, be affected by situations in their
personal life. We can assist employees by providing information, resources or
programs that better enable our employees to actively manage personal aspects of
their lives. Talk to the Human Resources Department for confidential assistance
in finding help with work, family, personal matters, legal or financial issues,
through an employee assistance program or similar resource.

ENVIRONMENTAL

We are committed to achieving environmental excellence. We strive to
avoid adverse impact and injury to the environment and the communities in which
we do business.

Employees must seek to minimize the impact of our products, processes,
and services on the environment. Facilities must comply with environmental laws
and not operate without the required

environmental permits, approvals and controls. Facilities and business units
must have an environmental plan in place, must follow that plan and must update
it annually. Responsible individuals must keep pollution-control equipment in
proper working order. They must submit accurate and timely reports of the
environmental information required by us and governmental agencies. Facilities
and business units will be subject to periodic audits of regulatory compliance.

CONFLICTS OF INTEREST

GENERAL GUIDANCE

A "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 an employee, officer or
director takes actions or has interests that may make it difficult to perform
his or her company work objectively and effectively. Conflicts of interest also
arise when an employee, officer or directors, 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 of special
concern.

Business decisions and actions must be based on the best interests of
the company. Relationships with prospective or existing suppliers, contractors,
customers, competitors or regulators must not affect our independent and sound
judgment. Directors, officers and other employees may not have outside interests
that conflict or appear to conflict with the best interests of the company.
Directors, officers and other employees are expected to act solely for our
benefit and not be influenced by a personal interest that may result from other
individual or business concerns. Conflicts of interest are to be scrupulously
avoided, and if unavoidable, must be disclosed to us (whether through disclosure
to the Board of Directors, in the case of a director or the chief executive
officer, or to your super-visor, in any other case) at the earliest opportunity.
If you have any uncertainty about whether your actions or relationships present
a conflict of interest, contact a member of the Ethics Committee, your
supervisor or our General Counsel.

FAMILY MEMBERS AND CLOSE PERSONAL RELATIONSHIPS

Conflicts of interest may arise when doing business with or competing
with organizations in which employee's family members have an ownership or
employment interest. Family members include spouses, parents, children,
siblings, and in-laws. Employees may not conduct business on our behalf and may
not use their influence to get us to do business with family members or an
organization with which an employee or an employee's family member is associated
unless specific written approval has been granted in advance by the officer who
leads such employee's business unit.

Directors, officers and other employees may not seek or accept loans
or guarantees of obligations from us for themselves or their family members.
Furthermore, employees may not seek or accept loans or guarantees of obligations
(except from banks), for themselves or their family members, from any
individual, organization or business entity doing (or seeking to do) business
with us. Employees must report to their supervisor promptly all offers of the
above type, even when refused.

OWNERSHIP IN OTHER BUSINESSES

Employees may not own, directly or indirectly, a significant financial
interest in any business entity that does or seeks to do business with, or is in
competition with, us unless specific written approval has been granted in
advance by our General Counsel. As a guide, "a significant financial interest"
is defined as ownership by an employee and/or family members of more than 1% of
the outstanding

securities/capital value of a corporation or that represents more than 5% of the
total assets of the employee and/or family members.

Directors, officers and other employees are prohibited from directly
or indirectly buying, or otherwise acquiring right to any property or materials,
when such persons know that we may be interested in pursuing such opportunity
and the information is not public.

CORPORATE OPPORTUNITIES

It is company policy that directors, officers and other employees may
not take for themselves personal opportunities that are discovered through the
use of our property, information or position, nor may they use our property,
information or position for personal gain. Furthermore, directors, officers and
other employees may not compete with us. Directors, officers and other employees
have a duty to us to advance our legitimate interests when the opportunity to do
so arises.

OUTSIDE EMPLOYMENT, AFFILIATION OR ACTIVITIES

Employee's primary employment obligation is to us. Any outside
activity, such as a second job or self-employment, must be completely separate
from their activities with us. Employees may not use company customers,
suppliers, time, name, influence, assets, facilities, material or services of
other employees for outside activities unless specifically authorized by us, as
in certain volunteer work.

The following activities require prior written approval from our
General Counsel:

- Service as a director, trustee or officer of any business (other than
a residential co-operative or condominium board).

- Having an interest in any customers, suppliers of goods or services,
or any other person or entity with whom the Company does business or
seeks to do business, even if family-related, other than investments
made in the employee's personal brokerage accounts as discussed below.

- Voting on, or participating in any business matter involving another
company in which the employee has a personal interest, including as a
shareholder. However, an employee may exercise his or her rights as a
shareholder of a publicly traded company without prior approval.

Further, employees may not do any of the following without first disclosing
that fact in writing to their immediate supervisor and to our General Counsel:

- Accept business opportunities, commissions, compensation or other
inducements, directly or indirectly, from persons or firms that are
customers, vendors or business partners of ours.

- Acquire our property or services on terms other than those available
to the general public or those specifically identified by us.

- Engage in any conduct with customers, suppliers of goods or services,
or any other person or entity with whom the Company does business or
seeks to do business when the conduct might appear to compromise the
employee's judgment or loyalty to the Company.

Additionally, if an employee's family member works for a business that is
itself in direct competition with us, this circumstance must be disclosed to us.

Except with express written consent, employees who take a paid or unpaid
leave of absence cannot use the leave for the purpose of obtaining other
employment.

GIFTS, GRATUITIES AND ENTERTAINMENT

Employees and their family members must not accept, directly or
indirectly, gifts, gratuities or entertainment from persons, firms, or
corporations with whom we do or might do business that are greater than nominal
in value. We do not offer gifts, gratuities or entertainment to persons, firms
or corporations with whom we do or might do business, except for modest items
and reasonable entertainment. Gifts, gratuities or entertainment that affect or
give the appearance that the employee's business judgment could be affected must
be avoided and refused. Gifts, gratuities and entertainment that are acceptable
are only those that reflect common courtesies and responsible business practice.
All gifts, gratuities and entertainment must be properly reported on expense
statements.

There are some cases where refusal of a valuable gift would be
offensive to the person offering it. This is particularly true when employees
are guests in another country, and the gift is something from that country
offered as part of a public occasion. In these cases, the employee to whom the
gift was offered may accept the gift, report it to a supervisor and, if
requested, turn it over to the company.

As a responsible corporate citizen, we can make donations of money or
products to worthy causes, including fundraising campaigns conducted by our
customers. To remain an appropriate donation, the contribution should not be
connected to any specific customer purchases or purchasing commitments.

Customer requests for donations of significant sums of money should be
forwarded to a senior-level manager in your business unit. Employees are not
permitted to make a donation at a customer's request and then seek reimbursement
from the company as a business expense. All corporate donations must be approved
and paid by us.

FAIR DEALING

Each employee should endeavor to deal fairly with our customers,
suppliers, competitors and employees. No employee should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing practice.

RELATIONSHIPS WITH SUPPLIERS

We encourage good supplier relations. However, employees may not
benefit personally, whether directly or indirectly, from any purchase of goods
or services for or from the company. Employees whose responsibilities include
purchasing (be it merchandise, fixtures, service, real estate or other), or who
have contact with suppliers, must not exploit their position for personal gain.
Under no circumstances may any employee receive cash or cash equivalents for any
supplier, whether directly or indirectly.

SAMPLES

It is accepted business practice for vendors to distribute samples to
potential purchasers. Our policy is that, to the extent necessary to make a
reasoned appraisal of new products, samples of such products may be accepted in
small quantities only by employees responsible for procuring or merchandising
such products.

CONSULTANTS AND AGENTS

Whenever it becomes necessary to engage the services of an individual
or firm to consult for or represent us, special care must be taken to ensure
that no conflicts of interest exist between us and the

person or firm to be retained. Employees must also ensure that our outside
consultants and agents are reputable and qualified. Agreements with consultants
or agents should be in writing.

No employee may indirectly or through an agent, do anything prohibited
under this Code. Agents are required to observe the same standards of conduct as
our employees when conducting business for the Company. These individuals should
be given a copy of this manual - "Code of Business Conduct and Ethics." This
requirement should be reflected in the agent's written agreement with us.

Compliance with Laws and Insider Trading

We operate strictly within the bounds of the laws, rules and
regulations that affect the conduct of our business. Directors, officers and
other employees are expected to know and to follow the law. Supervisors,
managers or other appropriate personnel must ensure that employees understand
the values and are informed of the requirements relating to their jobs. They
must also be available to answer employee questions or concerns and to guide
them to our other subject-matter experts when necessary. Our suppliers and
agents, including representatives and consultants, must be informed as well.
There are serious consequences for failing to follow any applicable laws, rules
and regulations, up to and including termination of employment.

Our policy against insider trading is designed to promote compliance
with securities laws and to protect us as well as our representatives from the
very serious liability and penalties that can result from violations of these
laws. We are committed to maintaining its reputation for integrity and ethical
conduct and this policy is an important part of that effort.

Insider trading is both illegal and unethical. Federal and state
securities laws and our policy prohibit the buying or selling of securities on
the basis of material, non-public information. Directors, officers and any other
employees, at any level, who are aware of non-public material information
related to the company or any other businesses, may not directly or indirectly,
use such material non-public information in purchasing or selling any of our
securities or these businesses. Directors, officers and any other employees
prohibited from purchasing or selling our securities or other businesses because
they possess material, non-public information, may not have any other person
purchase or sell securities on their behalf. Any purchases or sales made by
another person on their behalf will be attributable to them. Material non-public
information may not be disclosed to any person outside the company (including
relatives, friends or business associates and regardless of the purpose for
which such disclosure may be made) until authorized we have adequately disclosed
the information to the public. For any questions regarding these topics, please
consult with our General Counsel.

Short-term investment activity in the our securities, such as trading
in or writing options, arbitrage trading or "day trading," is not appropriate
under any circumstances, and accordingly is prohibited. In addition, employees
should not take "short" positions in our securities.

Transactions in foreign securities markets are subject to the policies
and procedures described in this Code. Certain jurisdictions may have stricter
requirements than those discussed in this Code, and employees should always
consult with our General Counsel with regard to such requirements.

"Material information" is any information that a reasonable investor
would consider important in deciding whether to buy, sell or hold securities.
Examples include acquisitions and divestitures, changes in key management, large
contracts, material contract cancellations, new products or processes, earnings
figures and trends, dividend changes and important information on litigation,
contracts or joint ventures. In addition, it should be emphasized that material
information does not have to relate to a company's business; information about
the contents of a forthcoming publication in the financial press that is

expected to affect the market price of a security could well be material. For
any questions regarding the materiality of certain information, please consult
our General Counsel.

Our executive officers are frequently in possession of non-public
material information. To prevent trading in our securities while in possession
of such confidential information, all executive officers should consult with our
General Counsel before engaging in any trading of our securities. An "executive
officer" is an officer of the company or one of its subsidiaries who is required
to report his or her company securities and transactions to the Securities and
Exchange Commission ("SEC") on SEC Forms 3, 4 and 5.

PRODUCT QUALITY AND REGULATORY COMPLIANCE

We have established and maintain a regulatory compliance system that
conforms to company requirements and complies with all applicable laws. We have
developed systems to adhere to a variety of regulations applicable to our
diverse business functions. Compliance and quality assessment are conducted
either by business units or corporate staff to facilitate an objective analysis
of operations.

Management is responsible for effectively communicating and training
each employee on relevant quality and regulatory standards, the specifications
each employee must meet and the procedures each must follow.

Each employee is responsible for the quality of his or her work, and
for complying with policies and procedures. Employees must promptly report any
violations of the law or suspected instances of nonconformance with procedures
to management.

Each employee is personally liable for intentional violations of the
law. Employees in a supervisory capacity may be liable for violations committed
by employees under their supervision. Every employee is expected to be diligent
in preventing, detecting and promptly reporting violations of the law or
instances of non-conformance.

MARKETING PRACTICES, ANTITRUST AND UNFAIR COMPETITION

ADVERTISING AND SALES

You are responsible for truthfully conveying product and service
attributes. You should not misstate facts or create misleading impressions in
any advertising, packaging, literature or public statements. Omissions of
important facts or overemphasis of certain material may be misleading; the total
impression of the message must be considered.

COMPETITIVE INFORMATION

In the highly competitive global economy, information about
competitors, suppliers and customers is a valuable asset. Employees must never
seek, obtain or use information in violation of antitrust laws, laws protecting
proprietary data or confidential relationships between employees and employers
or that is known to have been obtained through unethical means that constitute
an invasion of privacy. Appropriate information should be obtained from mutual
customers or suppliers, not from the competitor itself.

If information is obtained by mistake that may constitute a trade
secret or confidential information of another business, or if employees have
questions about the legality of any information gathering process, such
employees should contact our General Counsel promptly.

ANTITRUST

It is our policy to comply fully with the antitrust laws that apply to
our operations domestically and throughout the world. The underlying principle
behind these laws is that a person who purchases goods in the marketplace should
be able to select from a variety of products at competitive prices unrestricted
by artificial restraints, such a price fixing, illegal monopolies and cartels,
boycotts and tie-ins. We believe in these principles of free and competitive
enterprise and are firmly committed to them.

Some violations of the antitrust laws are felonies. The U.S.
government may also seek civil injunctions. In addition, injured private parties
may sue for threefold their actual damages stemming from any antitrust
violation, plus an award of attorneys' fees and the costs of bringing suit. In
light of all these considerations, antitrust compliance is extremely important
to us and all of our employees.

Antitrust and competitions laws are very complex and voluminous and
vary from country to country. The brief summary of the law below is intended to
help employees recognize situations that have antitrust aspects so that they can
then consult our General Counsel.

- Discussion of any of the following subjects with competitors, whether
relating to the company's or the competitors' products, is prohibited:
past, present or future prices, pricing policies, lease rates, bids,
discounts, promotions, profits, costs, terms or conditional sale,
royalties, warranties, choice of customers, territorial markets,
production capacities or plans and inventories. Selected items of such
information may be discussed with competitors who are also suppliers
to us or distributors of our manufactured products, but such
discussions should be limited to what is necessary in the
supplier/distribution context, We can discuss with a
supplier/competitor its prices and terms and conditions of sale to us
and we can discuss with a dealer/competitor our prices to that dealer
for our manufactured products.

- You must not discuss or agree with any competitor about what prices
the company and the competitor will charge a customer or customers,
nor about other terms (e.g., credit) or conditions of sale.

- Competitive prices may be obtained only from sources other than
competitors, such as published lists and mutual customers.

- If at any trade association meeting you become aware of any formal or
informal discussion regarding the following topics, you should
immediately leave the meeting and bring the matter to the attention of
our General Counsel. Such topics include:

- Prices

- Discounts

- Exclusion of members

- Terms and conditions of sale

- Geographic market or product market allocations/priorities

- Bidding on specific contracts or customers

- Refusal to admit members or to deal with a customer

- Standardization among members of terms, warranties or product
specifications

- Consult with our General Counsel and appropriate senior sales
management before creating or terminating a relationship with, or
refusing to sell to, a dealer, distributor, customer or prospective

customer. While we are free to select our own customers, terminations
and refusals to sell often lead to real or claimed antitrust
violations.

- Consult with our General Counsel early in the process of evaluating
any proposed merger, acquisition or joint venture.

- Distributors and dealers may resell our products in accordance with
their contracts at prices they independently establish and generally
they may handle any competitive merchandise. You may not come to any
understanding or agreement with a distributor or dealer concerning its
resale prices. Limits on a distributor's territory or classes of
customers must be reviewed with our General Counsel prior to
implementation.

- It is against our policy to make our purchases from a supplier
dependent on the supplier's agreement to buy from us.

- You may not unfairly disparage or undermine the products or services
of a competitor, whether by advertisement, demonstration, disparaging
comments or innuendo.

- It is our policy that all customers and suppliers be treated fairly
and not be discriminated against.

UNFAIR COMPETITION

Federal and state laws prohibit unfair methods of competition and
unfair or deceptive acts and practices. These laws, like antitrust laws, are
designed to protect competitors and consumers. While it is impossible to list
all types of prohibited conduct, some examples include:

- Commercial bribery or payoffs to induce business or breaches of
contracts by others;

- Acquiring a competitor's trade secrets through bribery or theft;

- Making false, deceptive, or disparaging claims or comparisons
regarding competitors or their products;

- Mislabeling products; and

- Making affirmative claims concerning one's own products without a
reasonable basis for doing so.

In particular, all public statements by or on our behalf, including in
connection with advertising, promotional materials, sales representations,
warranties and guarantees, should always be truthful and have a reasonable basis
in fact and should not be misleading or purposefully made easily susceptible of
misinterpretation.

RELATIONS WITH GOVERNMENT AGENCIES AND OUTSIDE ORGANIZATIONS

GENERALLY

We must take special care to comply with all the special legal and
contractual obligations applicable to transactions with government authorities.
Violations of such laws may result in penalties

and fines, as well as debarment or suspension from government contracting, or
possible criminal prosecution of individual employees or the company.

SELLING TO GOVERNMENT INSTITUTIONS

Employees must strictly adhere to the Anti-Kickback Act of 1986, which
prohibits government contractors and subcontractors from giving or receiving
anything of value in order to receive favorable treatment. In general, when
involved with federal government contracts, employees should consult with sales
personnel who have experience in this area.

POLITICAL CONTRIBUTIONS AND ACTIVITIES

Employees must obey the laws of the United States and host countries
in promoting the our position to government authorities and in making political
contributions. Our political contributions to United States federal, state or
local political candidates may be prohibited or regulated under the election
laws. Employees may not use corporate funds to contribute to a political party,
committee, organization or candidate in connection with a federal, state or
local campaign without the review and written approval of our General Counsel.

Good communications and relationships with federal, state and
municipal elected and appointed officials are important to us. Public officials
are customers and require an overall company approach. Please refer to the
"Doing Business Internationally" section of this Code concerning relations with
foreign government officials.

PERSONAL INVOLVEMENT AND PACs

Employees are encouraged to participate in the political process.
Voting, expressing views on public policy, supporting and contributing to
candidates and political parties and seeking public office are a few of the ways
employees should at all times make clear that their views and actions are their
own and are not those of the company. We do not seek to limit the activities in
which employees may participate on their own time, or the gifts or contributions
they may voluntarily make with their own funds. Employees who seek elective
office or accept appointive office must notify their manager and indicate how
the duties of the office will affect their job performances.

GOVERNMENT PROCUREMENT

It is our policy to sell to all customers, including
government-related entities, in an ethical, honest and fair manner. Listed below
are some of the key requirements of doing business with the government.

- Accurately representing which of our products are covered by
government contract.

- Providing high-quality products at fair and reasonable prices.

- Not offering or accepting kickbacks, bribes, gifts or other
gratuities.

- Not soliciting or obtaining proprietary or source-selection
information from government officials prior to the award of a
contract.

- Hiring present and former government personnel only in compliance with
applicable laws and regulations.

- Complying with laws and regulations ensuring the ethical conduct of
participants in procurement set forth by federal, state and municipal
agencies.

RESPONDING To GOVERNMENT AND OTHER INQUIRIES

It is our policy to cooperate with all reasonable requests concerning
company operations from United States, state, municipal and foreign government
agencies, such as the Federal Trade Commission, and the Department of Justice.
Employees must immediately forward any such requests, including requests for
interviews or access for government officials to our facilities and documents to
our General Counsel and before any responsive action is taken. If you are
unclear about your business unit's procedures in responding to such requests,
notify our General Counsel immediately and wait for instructions before
proceeding. Additionally, employees are not normally permitted to contact any
regulatory entity or any governmental authority on our behalf without prior
approval of our General Counsel.

For those employees outside of the Legal Department who deal with
regulatory entities and governmental authorities on a routine basis as part of
their job function, referral to our General Counsel is appropriate where an
inquiry or contact is out of the ordinary course of business or involves a
potential legal or disciplinary action of any kind.

Similarly, all inquiries or documents received from any attorney or
legal representative not affiliated with us must be immediately forwarded to our
General Counsel.

TAX VIOLATIONS

We and our employees, whether acting on our behalf or individually,
are not permitted to attempt to evade taxes or the payment of taxes. Employees
should neither solicit clients on the basis of nor actively participate in
assisting clients in attempting to evade the tax laws. We and our employees,
whether acting on our behalf or individually, are not permitted to (i) make
false statements to tax authorities regarding any matter, (ii) file fraudulent
returns, statements, lists or other documents, (iii) conceal property or
withhold records from tax authorities, (iv) willfully fail to file tax returns
keep required records or supply information to tax authorities, or (v) willfully
fail to collect, account for or pay a tax.

To comply with Internal Revenue Service regulations, we require that
prizes we award (or any of its U.S. affiliates) to employees in connection with
business-related contests and promotions be reported to the Payroll Department
for inclusion in the employee's reportable income.

We have additional tax obligations to our employees and tax
authorities. For example, we must provide wage statements to our employees,
collect and deposit income and employment taxes and obtain licenses for the
collection of foreign payment of interest or dividends.

In addition to complying with the tax laws, employees must cooperate
fully with any regulatory entity or governmental authority. Moreover, employees
may not interfere with the administration of the tax laws (e.g., bribing a tax
agent). To that end, employees are required to respond immediately to inquiries
from a tax authority, including summons to testify or produce books, accounts,
records, memoranda or other papers.

MEDIA RELATIONS

In order to ensure professional and consistent handling, requests from
the media should be referred to chief executive officer. Employees may not speak
to a member of the media unless previously authorized to do so by the executive
responsible for the employee's business unit. All individuals whose
communications have been approved must restrict their comments to their specific
area of expertise.

The following topics should not be discussed with the media, even
during a generally authorized contact, without the prior approval of the
specific content to be discussed:

Customer/supplier relationships; Trading information; Financial
information; Rumors; Matters of litigation/arbitration involving the company;
Regulatory matter involving the company; Proprietary information; Company policy
or strategy; Human Resource issues; and Areas beyond the employee's business
unit.

If asked about any of these topics, politely explain that is
inappropriate for you to comment and refer them to the chief executive officer.
Be sure to inform the chief executive of the contact as soon as possible.

INVESTOR RELATIONS

In order to ensure that requirements regarding disclosure of business
and financial information are properly complied with, and to ensure the
consistency of messages, all inquiries to employees from the financial
community, regardless of their nature, must be directed to our Chief Executive
Officer. Under no circumstances are employees, other than the Chief Executive
Officer and those specifically designated by him, authorized to speak with
financial or securities analysts, institutional or individual investors, stock
exchanges or credit rating agencies, or other members of the financial
community.

DOING BUSINESS INTERNATIONALLY

GENERALLY

While we must adapt to business customs and market practices in global
markets, all employees worldwide will adhere to applicable United States laws
and regulations and these standards. Every employee in our international
operations will also respect the laws, cultures and customs of all countries in
which we operate and will conduct our overseas activities in a way that
contributes to development in all such locales.

FOREIGN CORRUPT PRACTICES ACT

We and our employees, agents, distributors and representatives will
strictly comply with the United States Foreign Corrupt Practices Act of 1977
(and amendments) (FCPA). The FCPA reaches conduct occurring outside of the
territorial boundaries of the United States and applies to our domestic and
foreign subsidiaries and to both U.S. citizens and non-U.S. citizens. Under this
act:

We and our its shareholders, directors, agents, officers and employees
are prohibited from making or authorizing payment of either money or anything of
value, directly or indirectly, to non-United States government officials,
political parties or candidates for political office outside the United States
to win or retain business or influence any act or decision of such officials.

All books, records and accounts, domestic and overseas, must
accurately and fairly reflect business transactions and dispositions of our
assets.

A system of internal accounting controls must be maintained to provide
adequate corporate supervision over the accounting and reporting activities at
all levels.

EXPORT CONTROL LAWS

All of our employees and agents and our overseas subsidiaries must be
scrupulous in complying with the letter and the spirit of United States export
control laws and the export control laws of other countries where we do
business.

United States regulations apply to both products and "technical data."
Products include those manufactured in the United States, those containing
United States parts and those manufactured in countries outside of the United
States based on United States technology. Technical data ranges from software to
written materials, such as product brochures. Such simple acts as sending a
facsimile or allowing a foreign national to tour and observe some manufacturing
processes could form the basis for a violation of export control laws.

The export controls of the United States and other countries in which
we operate include restrictions on the countries; persons and entities with
which we can trade and may in some instances require that licenses be obtained
from appropriate governmental authorities before shipment. Exports may also be
subject to control, based on the Commerce Control List classification of the
items concerned, or based on the end user or end use of the items. Such
restrictions apply to both sales and humanitarian gifts. Shipments to any entity
outside the restricted countries are also prohibited if you know, or have reason
to know that such an entity intends to re-export our goods to one or more of
those countries, or to a prohibited end user or end use.

For these reasons, no one should be involved in exports unless they
have been trained and are working with the export compliance officer for their
division. This includes situations in which we know our domestic customer
intends to export what they buy from us or to export that which they want us to
donate to them. Each exporting division must have export control procedures and
an internal control program to ensure full compliance with applicable export
control laws and regulations. Each exporting division will ensure that an export
compliance officer is appointed to oversee the program and to provide guidance
on political environment, you should check with your export compliance officer
if you are uncertain about a shipment. All employees and managers are
responsible for advising their export compliance officer of any export
control-related occurrence, development or investigation of possible legal
significance to us.

IMPORTS

Imports should be made by involving the division's import compliance
officer who has been trained in import regulations, including entry procedures,
import documentation and record keeping requirements, tariff classification,
special duty programs, prohibitions on imports from certain countries, etc.

INTERNATIONAL BOYCOTTS

All employees and agents worldwide must comply with the spirit and
letter of United States laws and actions of the United Nations pertaining to
activities associated with prohibited foreign economic boycotts.

United States anti-boycott law is intended to prevent businesses from
taking any action in support of a boycott imposed by a foreign country upon a
country that is friendly to the United States.

These laws prohibit a variety of activities connected with boycotts,
including:

- Refusing to do business with boycotted countries and their citizens or
companies "blacklisted" from doing business with these countries.

- Furnishing information about our or any person's past, present or
prospective relationship with boycotted countries or "blacklisted"
companies.

- Furnishing information about any person's race, religion, sex or
national origin or membership or supported of charitable organizations
supporting a boycotted country.

- Discriminating against individuals or companies on the basis of race,
religion, sex or national origin.

- Paying, honoring or confirming letters of credit which contain any
conditions or requirements that are prohibited by anti-boycott laws or
regulations.

Such language may appear in contracts, purchase orders or shipping
documents and you should be attentive to looking for clauses of this nature.

The law also requires that requests for information supportive of a boycott
be reported to the United States government. Any such requests should be
immediately directed to the Legal Department and they will advise you concerning
reporting requirements and procedures.

Any director, officer or other employee who violates this policy, orders
another to violate this policy, or knowingly permits a subordinate to violate
this policy will be subject to appropriate disciplinary action.