EXHIBIT 99.c

          CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

The Company has Standard  Policies and Practices that  establish  controls over,
among other things, business conduct, improper payments and financial reporting.
These  Standard  Policies and Practices  are  applicable  to all  employees.  In
addition to the Standard  Policies and Practices,  the CEO and senior  financial
officers are subject to the following specific code of ethics:

1. The CEO and  all  senior  financial  officers  shall  act  with  honesty  and
   integrity, achieve responsible use of and control over all Company assets and
   resources  employed by or entrusted to them, and provide  information that is
   accurate, complete, objective, relevant, timely and understandable. They will
   respect the  confidentiality  of  information  acquired in the course of work
   except when authorized or otherwise legally obligated to disclose.  They will
   promptly  bring  to  the  attention  of  the  Audit  Committee  any  material
   information  that affects the  disclosures  made by the Company in its public
   filings.

2. The CEO and all  senior  financial  officers  shall  comply  with  rules  and
   regulations of federal,  state,  provincial and local governments,  and other
   appropriate private and public regulatory agencies.  They will promptly bring
   to the attention of the General Counsel or the CEO and to the Audit Committee
   any information  concerning a material  violation of any of these laws, rules
   or  regulations  applicable to the Company and the operation of its business,
   by the  Company  or any  agent  thereof,  or of  violation  of the  Company's
   Standard Policies and Practices, or of these additional policies.

3. The CEO  and all  senior  financial  officers  shall  promptly  bring  to the
   attention  of  the  Audit  Committee  any  information  he or  she  may  have
   concerning  (a)  significant  deficiencies  in the  design  or  operation  of
   internal  controls  that  could  adversely  affect the  Company's  ability to
   record,  process,  summarize  and  report  financial  data or (b) any  fraud,
   whether or not material, that involves management or other employees who have
   a  significant  role in the Company's  financial  reporting,  disclosures  or
   internal controls.

4. The Board of Directors  or  Committee  thereof  shall  determine  appropriate
   actions  to be taken in the event of  violations  of the  Company's  Standard
   Policies and Practices or of this Code of Ethics by the CEO and the Company's
   senior financial officers. Such actions shall be reasonably designed to deter
   wrongdoing  and to promote  accountability  for  adherence  to the  Company's
   Standard Policies and Practices and to this Code of Ethics.