The purpose of this Code is:

• to promote the honest and ethical conduct of Senior Financial Officers (described below), including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships that have not been disclosed to and approved by the independent directors of the Board or the Audit Committee;
• to promote full, fair, accurate, timely and understandable disclosure in periodic reports and documents filed or submitted by the Company to the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;
• to promote compliance with all applicable rules and regulations that apply to the Company and its officers;
• to encourage the prompt internal reporting of violations of this Code; and
• to provide accountability for adherence to this Code.

Senior Financial Officers

For purposes of this Code, the term “Senior Financial Officers” shall mean the Company’s Chief Executive Officer, Chief Financial Officer, Senior Vice President Finance, and Vice President Finance and Corporate Controller.

Honest and Ethical Conduct and Conflicts of Interest

Each Senior Financial Officer is expected to act with honesty and integrity and a high standard of ethical conduct and avoid any actual or apparent conflict of interest. A conflict of interest occurs when private interests of a Senior Financial Officer interfere, or appear to interfere, in any way, with the interests of the Company as a whole. Conflicts of interest can also arise when a Senior Financial Officer takes action or has (or any member of his or her family has) any interest that may make it difficult for the Senior Financial Officer to perform his or her duties to the Company effectively. Although it is not possible to list every conceivable conflict, the following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided:

• receipt of improper personal benefits as a result of his or her position in the Company;
• having an ownership interest in any other enterprise, if that interest compromises or appears to compromise the Senior Financial Officer’s loyalty to the Company;
• participation in a joint venture, partnership or other business arrangement with the Company;
• participation in a business or investment opportunity which the Senior Financial Officer learns of through the use of corporate property or information or his or her position at the Company;
• simultaneous employment with or serving as a director of a competitor of the Company;
• the Senior Financial Officer’s spouse or significant other, his or her children, parents, or in-laws, or someone else with whom the Senior Financial Officer has a familial relationship is a competitor or supplier of Company or is employed by one.

If a Senior Financial Officer has any doubt as to whether or not conduct would be considered a conflict of interest, then he or she should consult with the General Counsel.

Confidentiality

Senior Financial Officers are frequently entrusted with or have access to confidential and proprietary information about the Company, its customers, its vendors or other third parties. The failure of the Senior Financial Officer to maintain the confidentiality of such confidential and proprietary information could cause significant damage to Company, its customers, its vendors or other third parties and Senior Financial Officers are held to a high standard in protecting that information. None of the confidential and proprietary information should be used in any manner by any Senior Financial Officer for personal benefit or gain.

Disclosure

Full, fair, accurate, timely and understandable disclosure in the Company’s periodic reports filed with the SEC and in other public communications is required by SEC rules and is essential to the Company’s continued success. The highest standard of care should be exercised in preparing such materials. The Company has established the following guidelines in order to ensure the quality of the Company’s periodic reports.

• All Company accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction.
• All records must fairly and accurately reflect the transactions or occurrences to which they relate.
• All records must fairly and accurately reflect in reasonable detail the Company's assets, liabilities, revenues and expenses.
• The Company's accounting records must not contain any false or intentionally misleading entries.
• No transaction may be intentionally misclassified as to accounts, departments or accounting periods or in any other manner.
• All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
• All applicable disclosure controls and procedures and internal controls over financial reporting must be followed.
• No information may be concealed from internal and/or independent auditors.

Compliance with Generally Accepted Accounting Principles and the Company's system of internal accounting controls is required at all times.

Compliance

In addition to other requirements contained in this Code, Senior Financial Officers will (a) act in good faith in a competent manner and exercise reasonable diligence, (b) take appropriate measures to protect the Company’s assets, (c) educate employees in the Company’s financial departments about any federal, state or local law, rule or regulation that affects the operation of the Company’s financial departments or the Company in general; (d) monitor compliance by the Company’s financial departments with any applicable federal, state or local law, rule or regulation; (e) promptly identify, report and correct any detected deviations from applicable federal, state or local law, rule or regulation, (f) deal fairly with employees, customers, suppliers and competitors and not seek a competitive advantage through illegal, unethical or unfair business practices.

Reporting of Violations

Senior Financial Officers are expected to comply with both the letter and spirit of all applicable governmental rules and regulations and this Code, and to promptly report any suspected violations of applicable governmental rules and regulations or this Code to the General Counsel or the Audit Committee. If a suspected violation is reported to the General Counsel, he shall promptly notify the Audit Committee Chairman of such reported violation. The Audit Committee Chairman and General Counsel shall concur on the investigative process. The Audit Committee will consider all reported suspected violations of the Code and make a final determination as to whether the suspected violation constitutes an actual violation, and if so determine the disciplinary action to be taken. Any disciplinary action involving termination of a Senior Financial Officer shall be approved by the Board of Directors. No person who reports in good faith a suspected violation of this Code will be subject to retaliation.

Accountability

Compliance with this Code is a condition to each Senior Financial Officer’s employment and any violations of the Code may result in disciplinary action, up to and including termination of employment. All Senior Financial Officers of the Company are required to act in conformance with this Code at all times and to encourage all of their respective subordinates to act in conformance with this Code for Senior Financial Officers (this “Code”). Each Senior Financial Officer is responsible for maintaining a working knowledge and understanding of this Code and will be required to certify on an annual basis that he or she has read, understands and agrees to comply with the most recent version of this Code.

Waivers

Waivers of this Code may be made only by the Board of Directors after consideration of a recommendation of action by the Audit Committee. Any Senior Financial Officer seeking a waiver shall provide a formal request for a waiver to the Audit Committee outlining the facts and circumstances of why the waiver is being requested and the justification for such waiver. The Audit Committee may request such information from the requesting Senior Financial Officer as the Audit Committee deems necessary to evaluate the request. The Audit Committee may also require the requesting Senior Financial Officer to appear before the Audit Committee to answer questions regarding the request for a waiver. After consideration of the request, the Audit Committee shall make its recommendation to the Board and the Board’s decision shall be the final determination. Any waiver granted by the Board shall be disclosed in accordance with the rules and regulations of the SEC, the listing standards of the American Stock Exchange (or other such national exchange as the Company may be listed upon), and the rules and regulations of any other government regulatory agency which may have jurisdiction over such matter.

Amendments

This Code may be revised or supplemented from time to time to reflect changing laws and ethical standards. Any amendment of this Code shall be approved the Board after recommendation of the Audit Committee. Any amendment approved by the Board shall be disclosed in accordance with the rules and regulations of the SEC, the listing standards of the American Stock Exchange (or other such national exchange as the Company may be listed upon), and the rules and regulations of any other government regulatory agency which may have jurisdiction over such matter.

No Rights Created

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company's Senior Financial Officers in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.

ACKNOWLEDGMENT FORM

I have received and read the Code of Ethics for Senior Executive and Financial Officers, and I understand its contents. I agree to comply fully with the standards contained in the Code of Ethics and the Company's related policies and procedures. I understand that I have an obligation to report to the General Counsel or Audit Committee any suspected violations of the Code of Ethics for Senior Financial Officers. As of the date of signing this Acknowledgement, I am not aware of any suspected violations of the Code

Signed: _________________________________ Date: ________

Print Name: _________________________________________________