8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                       MARCH 3, 2008 (FEBRUARY 26, 2008)


                       DOCUMENT CAPTURE TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                    000-25839                  59-3134518
(STATE OR OTHER JURISDICTION      (COMMISSION FILE NUMBER)      (IRS EMPLOYEE
      OF INCORPORATION)                                      IDENTIFICATION NO.)

                              1772 TECHNOLOGY DRIVE
                           SAN JOSE, CALIFORNIA 95110
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 436-9888


          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

================================================================================





         This Form 8-K and other reports filed by Document Capture Technologies,
Inc., a Delaware corporation (the "Registrant") from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward-looking statements and information based upon the beliefs of,
and currently available to, the Registrant's management as well as estimates and
assumptions made by the Registrant's management. When used in the Filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative of these terms and similar expressions and variations thereof as
they relate to the Registrant or the Registrant's management identify
forward-looking statements. Such statements reflect the current view of the
Registrant with respect to future events and are subject to risks,
uncertainties, assumptions and other risk factors relating to the Registrant's
industry, the Registrant's operations and results of operations and any
businesses that may be acquired by the Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.

         Although the Registrant believes that the expectations reflected in the
forward-looking statements contained in the Registrant's Filings are reasonable,
the Registrant cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, the Registrant does not intend to update any of the
forward-looking statements contained herein to conform these statements to
actual results.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
            CERTAIN OFFICERS.

(B)      RESIGNATION OF PRINCIPAL OFFICERS AND DIRECTORS

         Mr. Darwin Hu, Chairman of the Board, President and Chief Executive
Officer of the Registrant informed the Registrant's Board of Directors on
February 26, 2008 that he will resign as President and Chief Executive Officer
of the Registrant effective March 1, 2008. Mr. Hu will continue as non-executive
Chairman of the Board of the Registrant.

         There were no disagreements between Mr. Hu and any officer or director
of the Registrant. The Registrant provided a copy of the disclosures it is
making in response to this Item 5.02 to Mr. Hu and informed him that he may
furnish the Registrant as promptly as possible with a letter stating whether he
agrees or disagrees with the disclosures made in response to this Item 5.02, and
that if he disagrees, then the Registrant requests that he describes the reasons
why he disagrees with the disclosures. The Registrant will undertake to file any
letter received from Mr. Hu, if any, as an exhibit to an amendment to this
current report on Form 8-K within two business days after receipt.

         On February 26, 2008, Mr. David Clark, Chief Investment Officer, Senior
Vice President of Business Development and a Director informed the Board that in
connection with his new role as Chief Executive Officer of the Registrant he
will resign his position of Chief Investment Officer simultaneously with his
assumption of the Chief Executive Officer position of the Registrant effective
March 1, 2008.

         (C)      APPOINTMENT OF NEW OFFICERS

         On February 26, 2008, Mr. David Clark, the Registrant's current Chief
Investment Officer, was elected Chief Executive Officer of the Registrant
effective March 1, 2008 and Mr. William Hawkins, the Registrant's current Chief
Operating Officer, was elected President of the Registrant effective March 1,
2008. Mr. Hawkins will continue as Chief Operating Officer of the Registrant as
well.



            Mr. David Clark has been the Registrant's Senior Vice President of
Business Development and a director since July 15, 2004 and our Chief Investment
Officer since September 2007. In July 2005, Mr. Clark was appointed President of
Sysview Technology Inc., our wholly owned subsidiary. From October 2003 to July
2004, Mr. Clark was President of Nautical Vision, Inc., a market specific image
display company where he created and implemented the company's business plan
which involved product sourcing, sales and marketing and general management.
From June 2001 to October 2003, Mr. Clark actively invested in and consulted to
a diverse group of companies in addition to being involved in residential
development. Mr. Clark was President and CEO of Homebytes.com from November 1998
to May of 2001. Prior thereto, Mr. Clark was the head of distribution and a
director of Take Two Interactive (Nasdaq:TTWO) which was a result of TTWO's
acquisition of Inventory Management Systems, Inc. (I.M.S.I.), of which Mr. Clark
was a co-founder and President. Prior to founding I.M.S.I., Mr. Clark held
various management positions with Acclaim Entertainment (Nasdaq:AKLM), and the
Imagesoft division of SONY Music (NYSE:SNE). Mr. Clark received a B.S. in
Business from the State University of New York at Binghamton in 1990.

            Mr. William Hawkins became our Chief Operating Officer and Secretary
on April 2, 2004, in connection with our acquisition of Syscan, Inc. On June 8,
2007, he was appointed to our board of directors. Mr. Hawkins has held various
management positions at Syscan, Inc., the Registrant's wholly-owned subsidiary,
since 1999, including V.P. of Sales and Marketing, President and General Manager
of Syscan Imaging Group. Prior thereto, Mr. Hawkins' product focus has been
primarily in the imaging systems and computer peripheral markets, including
senior positions with General Electric (UK), Kaman Aerospace, British Aerospace
Engineering, Gartner Research and Per Scholas. Mr. Hawkins received a bachelor's
degree in physics from the University of Maryland in 1978 and an MBA from Johns
Hopkins University in Management of Technology Concentration (MOT).

         Mr. Clark and Mr. Hawkins do not hold any other directorships in any
other reporting companies. Mr. Clark and Mr. Hawkins have not been, nor are
expected to be at this time, appointed to any committee of the board of
directors.

         There are no family relationships among the Registrant's directors,
executive officers, or persons nominated or chosen by the Registrant to become
directors or executive officers.

         There are no transactions, since the beginning of the Registrant's last
fiscal year, or any currently proposed transaction, other than the employment
agreements with Mr. Clark and Mr. Hawkins, in which the Registrant was or is to
be a participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Registrant's total assets at year-end for the last
two completed fiscal years, and in which any related person had or will have a
direct or indirect material interest.

         Other than their respective employment agreement with the Registrant,
there is no material plan, contract or arrangement (whether or not written) to
which Mr. Clark and Mr. Hawkins is a party or in which they participate that is
entered into or material amendment in connection with the triggering event or
any grant or award to Mr. Clark or Mr. Hawkins or modification thereto, under
any such plan, contract or arrangement in connection with any such event.

         (E)      MATERIAL AMENDMENT OF COMPENSATORY ARRANGEMENT OF CERTAIN
                  OFFICERS

         On February 26, 2008, the Registrant's board of directors approved
addendums to the employment agreements for each of the following named executive
officers of the Registrant:



     o    Darwin Hu, President, Chief Executive Officer and Chairman of the
          Board of Directors;
     o    William Hawkins, Chief Operating Officer; and
     o    David Clark, Chief Investment Officer.

Below is a brief description of the material terms of each such addendum which
amends each executive officer's employment agreement. Copies of all such addenda
are attached hereto as exhibits 10.1 through 10.3 and the following descriptions
are qualified in their entirety by those exhibits.

         DARWIN HU, PRESIDENT AND CHIEF EXECUTIVE OFFICER. On February 26, 2008,
the Registrant entered into an Addendum to Employment Agreement with Mr. Darwin
Hu, the Registrant's President, Chief Executive Officer and Chairman of the
Board of Directors (the "Hu Addendum"). The Hu Addendum amends Mr. Hu's
employment agreement to reflect his resignation as President and Chief Executive
Officer of the Registrant effective March 1, 2008. The Hu Addendum also provides
for a decrease in Mr. Hu's annual salary from $225,000 to $112,500 effective
June 1, 2008, unless the Registrant appoints Mr. Hu to an executive officer
position of the Registrant in the future at which point Mr. Hu's compensation
will be determined by the Board.

         WILLIAM HAWKINS, CHIEF OPERATING OFFICER. On February 26, 2008, the
Registrant entered into an Addendum to Employment Agreement with Mr. William
Hawkins, the Registrant's Chief Operating Officer (the "Hawkins Addendum"). The
Hawkins Addendum amends Mr. Hawkins' employment agreement to include his new
position as President of the Registrant effective March 1, 2008.

         DAVID CLARK, CHIEF INVESTMENT OFFICER. On February 26, 2008, the
Registrant entered into an Addendum to Employment Agreement with Mr. David
Clark, the Registrant's Chief Investment Officer (the "Clark Addendum"). The
Clark Addendum amends Mr. Clark's employment agreement to reflect his new
position as Chief Executive Officer of the Registrant effective March 1, 2008.


SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS.

         At a special meeting of all members of the board of directors on
February 26, 2008, the board of directors of the Registrant adopted a Code of
Ethics applicable to all officers, employees, and directors of the Registrant.
The Code of Ethics is intended to promote ethical conduct and compliance with
laws and regulations, to provide guidance with respect to the handling of
ethical issues, to implement mechanisms to report unethical conduct, to foster a
culture of honesty and accountability, to deter wrongdoing, and to ensure fair
and accurate financial reporting. A copy of the Code of Ethics is attached
hereto as Exhibit 14.1.



SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENT AND EXHIBITS.

     (D) EXHIBITS.

Exhibit Number         Description

     10.1 Addendum to Employment Agreement dated February 26, 2008 by and
          between Document Capture Technologies, Inc. and Darwin Hu
     10.2 Addendum to Employment Agreement dated February 26, 2008 by and
          between Document Capture Technologies, Inc. and William Hawkins
     10.3 Addendum to Employment Agreement dated February 26, 2008 by and
          between Document Capture Technologies, Inc. and David Clark
     14.1 Code of Ethics





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: March 3, 2008                       DOCUMENT CAPTURE TECHNOLOGIES, INC.


                                          By:    /s/ M. Carolyn Ellis
                                                --------------------------------
                                                M. Carolyn Ellis
                                                Chief Financial Officer

EX-10.1

                       ADDENDUM TO EMPLOYMENT AGREEMENT

This AGREEMENT (the "Agreement"), dated as of February 26, 2008, by and between
Document Capture Technologies, Inc., a Delaware corporation with principal
executive offices at 1772 Technology Drive, San Jose, California 95110
(hereinafter referred to as the "Company"), and Darwin Hu, an individual
residing at 761 Harry Road, San Jose, California 95120 (hereinafter referred to
as "Employee").

                              W I T N E S S E T H:

WHEREAS, the Company and the Employee are parties to an Employment Agreement,
dated April 26, 2005 (the "Original Agreement") and an Addendum to Employment
Agreement dated January 18, 2008 (the "Addendum" and together with the Original
Agreement, the "Employment Agreement"); and

WHEREAS, the Employee has tendered his resignation as President and Chief
Executive Officer of the Company effective March 1, 2008 and the Company has
accepted his resignation in such capacities;

WHEREAS, the Company desires that Employee continue to serve as its Chairman of
the Board of Directors, and the Employee desires to serve the Company in that
capacity, upon the terms and subject to the conditions contained in the
Employment Agreement, as amended by this Agreement; NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree as follows: 1. Capitalized terms used herein but not
otherwise defined herein have the meanings ascribed to them in the Employment
Agreement.

2.       The Employee agrees to continue to execute his duties and
         responsibilities in accordance with the terms and provisions of the
         Employment Agreement, subject to the following terms and conditions as
         agreed upon:

     (a)  Effective June 1, 2008, unless the Company appoints Employee to an
          executive officer position of the Company, Employee shall be paid a
          base pay of $112,500 per year during the Term.

(b)      Employee shall continue to serve as Chairman of the Board of Directors.

All other terms and conditions of the Employment Agreement not affected hereby
shall remain in effect as originally drafted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
DOCUMENT CAPTURE
TECHNOLOGIES, INC.                                            EMPLOYEE



By:  /s/ David Clark                                         /s/ Darwin Hu
     ---------------                                         --------------
       David Clark                                           Darwin Hu
       Chief Executive Officer

EX-10.2

                        ADDENDUM TO EMPLOYMENT AGREEMENT

This AGREEMENT (the "Agreement"), dated as of February 26, 2008, by and between
Document Capture Technologies, Inc., a Delaware corporation with principal
executive offices at 1772 Technology Drive, San Jose, California 95110
(hereinafter referred to as the "Company"), and William Hawkins, an individual
residing at 5248 Saint Annes Court, San Jose, California 95138 (hereinafter
referred to as "Employee").

                              W I T N E S S E T H:

WHEREAS, the Company and the Employee are parties to an Employment Agreement,
dated April 26, 2005 (the "Original Agreement") and an Addendum to Employment
Agreement dated January 18, 2008 (the "Addendum" and together with the Original
Agreement, the "Employment Agreement"); and

WHEREAS, the Company desires to employ the Employee as its President and Chief
Operating Officer, and the Employee desires to serve the Company in that
capacity, upon the terms and subject to the conditions contained in the
Employment Agreement, as amended by this Agreement; NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree as follows: 1. Capitalized terms used herein but not
otherwise defined herein have the meanings ascribed to them in the Employment
Agreement.

2. The Employee agrees to continue to execute his duties and responsibilities in
accordance with the terms and provisions of the Employment Agreement, subject to
the following terms and conditions as agreed upon:

(a) Effective March 1, 2008, the Company shall employ Employee as President and
Chief Operating Officer.

All other terms and conditions of the Employment Agreement not affected hereby
shall remain in effect as originally drafted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

DOCUMENT CAPTURE
TECHNOLOGIES, INC.                                            EMPLOYEE



By:  /s/ David Clark                                      /s/ William Hawkins
     ---------------                                      --------------------
       David Clark                                        William Hawkins
       Chief Executive Officer

EX-10.3

                        ADDENDUM TO EMPLOYMENT AGREEMENT

This AGREEMENT (the "Agreement"), dated as of February 26, 2008, by and between
Document Capture Technologies, Inc., a Delaware corporation with principal
executive offices at 1772 Technology Drive, San Jose, California 95110
(hereinafter referred to as the "Company"), and David Clark, an individual
residing at 13465 Southfields Road, Wellington, Florida 33414 (hereinafter
referred to as "Employee").

                              W I T N E S S E T H:

WHEREAS, the Company and the Employee are parties to an Employment Agreement
dated April 26, 2005 (the "Original Agreement") and an Addendum to Employment
Agreement dated January 18, 2008 (the "Addendum" and together with the Original
Agreement, the "Employment Agreement"); and

WHEREAS, the Company desires to employ the Employee as its Chief Executive
Officer, and the Employee desires to serve the Company in that capacity, upon
the terms and subject to the conditions contained in the Employment Agreement,
as amended by this Agreement; NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties hereto hereby agree as
follows: 1. Capitalized terms used herein but not otherwise defined herein have
the meanings ascribed to them in the Employment Agreement.

2. The Employee agrees to continue to execute his duties and responsibilities in
accordance with the terms and provisions of the Employment Agreement, subject to
the following terms and conditions as agreed upon:

     (a)  Effective March 1, 2008, the Company shall employ Employee as Chief
          Executive Officer.

All other terms and conditions of the Employment Agreement not affected hereby
shall remain in effect as originally drafted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

DOCUMENT CAPTURE
TECHNOLOGIES, INC.                                            EMPLOYEE



By:  /s/ William Hawkins                                      /s/ David Clark
     -------------------                                      ----------------
       William Hawkins                                        David Clark
       President and Chief Operating Officer

EX-14.1

                       DOCUMENT CAPTURE TECHNOLOGIES, INC.

                                 CODE OF ETHICS

                           Dated: February 26th, 2008


1.       PURPOSE.

         The Board of Directors (the "BOARD") of Document Capture Technologies,
Inc., a Delaware corporation (the "COMPANY") has adopted the following Code of
Ethics (the "CODE") to apply to all officers, employees, and directors of the
Company. The Code is intended to promote ethical conduct and compliance with
laws and regulations, to provide guidance with respect to the handling of
ethical issues, to implement mechanisms to report unethical conduct, to foster a
culture of honesty and accountability, to deter wrongdoing, and to ensure fair
and accurate financial reporting.

         No code or policy can anticipate every situation that may arise.
Accordingly, this Code is intended to serve as a source of guiding principles.
You are encouraged to bring questions about particular circumstances that may
involve one or more of the provisions of this Code to the attention of the
Company's Chief Executive Officer or Chairman of the Board, who may consult with
the Company's outside legal counsel as appropriate.

2.       INTRODUCTION.

         The Company's officers, employees, and directors are expected to adhere
to a high standard of ethical conduct. The reputation and good standing of the
Company depend on the conduct of the Company's business and how the public
perceives such conduct. Unethical actions, or the appearance of unethical
actions, are unacceptable. In addition to each of the directives set forth in
this Code, the Company's officers, employees, and directors shall be guided by
the following principles in carrying out their duties and responsibilities on
behalf of the Company:

     o    Loyalty, Honesty, and Integrity. You must not be, or appear to be,
          subject to influences, interests, or relationships that conflict with
          the best interests of the Company.

     o    Observance of Ethical Standards. When carrying out your duties and
          responsibilities for, and on behalf of, the Company, you must adhere
          to the high ethical standards described in this Code.

     o    Accountability. You are responsible for your own adherence and the
          adherence of the other officers, employees, and directors to whom this
          Code applies. Familiarize yourself with each provision of this Code.




3. INTEGRITY OF RECORDS AND FINANCIAL REPORTING.

         The Chief Financial Officer, Chief Accounting Officer, and Controller
(collectively, "Senior Financial Officers") and the Chief Executive Officer are
responsible for the accurate and reliable preparation and maintenance of the
Company's financial records. Accurate and reliable preparation of financial
records is of critical importance to proper management decisions and the
fulfillment of the Company's financial, legal, and reporting obligations. As a
public company, Document Capture Technologies files annual and periodic reports
and makes other filings with the Securities and Exchange Commission (the "SEC").
It is critical that these reports be timely and accurate. The Company expects
those officers who have a role in the preparation and/or review of information
included in the Company's SEC filings to report such information accurately and
honestly. Reports and documents the Company files with, or submits to, the SEC,
as well as other public communications made by the Company, must contain full,
fair, accurate, timely, and understandable disclosure.

         The Chief Executive Officer and Senior Financial Officers are
responsible for establishing, and together with the directors or the members of
the Company's Audit Committee, as the case may be, overseeing adequate
disclosure controls and procedures and internal controls and procedures,
including procedures which are designed to enable the Company to: (a) accurately
document and account for transactions on the books and records of the Company
and its subsidiaries; and (b) maintain reports, vouchers, bills, invoices,
payroll and service records, performance records, and other essential data with
care and honesty.

4. CONFLICTS OF INTEREST.

         You must not participate in any activity that could conflict with your
duties and responsibilities to the Company. A "conflict of interest" arises when
one's personal interests or activities appear to, or may, influence such
person's ability to act in the best interests of the Company. Any material
transaction or relationship that reasonably could be expected to give rise to a
conflict of interest should be disclosed to the Company's Chief Executive
Officer. In addition, because conflicts of interest are not always obvious, you
are encouraged to bring questions about particular situations to the attention
of the Company's Chief Executive Officer.

         This Code does not describe all possible conflicts of interest that
could develop. Some of the more common conflicts from which you must refrain are
set forth below:

     o    Family Members. You may encounter a conflict of interest when doing
          business with, or competing with, organizations in which you have an
          ownership interest or in which your family member has an ownership or
          employment interest. "Family members" include a spouse, parents,
          children, siblings, and in-laws. You must not conduct business on
          behalf of the Company with family members or an organization with
          which your family member is associated, unless such business
          relationship has been disclosed and authorized by a majority of the
          independent members of the Board.



     o    Improper Conduct and Activities. You may not engage in any conduct or
          activities that are inconsistent with the Company's best interests or
          that disrupt or impair the Company's relationship with any person or
          entity with which the Company has entered, or proposes to enter, into
          a business or contractual relationship.

     o    Compensation for Services Performed for the Company from Non-Company
          Sources. You may not accept compensation in any form for services
          performed for the Company from any source other than the Company.

     o    Gifts. You and members of your immediate family may not accept gifts
          from persons or entities if such gifts are made in order to influence
          you in your capacity as an officer, employee, or director of the
          Company, or if acceptance of such gifts could create the appearance of
          a conflict of interest.

     o    Personal Use of Company Assets. You may not use Company assets, labor,
          or information for personal use other than incidental personal use,
          unless approved by a majority of the independent members of the Board
          or as part of a compensation or expense reimbursement program.

5. CORPORATE OPPORTUNITIES.

         You are prohibited from: (a) taking for yourself personally
opportunities related to the Company's business; (b) using the Company's
property, information, or position for personal gain; or (c) competing with the
Company for business opportunities; provided, however, if the Company's
disinterested directors determine that the Company will not pursue such
opportunity, the individual may take the opportunity after disclosure of all
material facts by the individual seeking to pursue the opportunity.

6.       CONFIDENTIALITY.

         You must maintain the confidentiality of information entrusted to you
by the Company and any other confidential information about the Company, its
business, customers, or suppliers, from whatever source, except when disclosure
is authorized or legally mandated. For purposes of this Code, "confidential
information" includes all non-public information relating to the Company, its
business, customers, or suppliers.

7. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS.

         It is the Company's policy to comply with all applicable laws, rules,
and regulations, and the Company expects its officers, employees, and directors
to carry out their responsibilities on behalf of the Company in accordance with
such laws, rules, and regulations and to refrain from illegal conduct.
Transactions in Company securities are governed by the Company's Insider Trading
Policy, which is discussed in Section 10 of this Code.





8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

         The Company is committed to operating according to the highest
standards of business conduct and ethics and to maintaining a culture of ethical
compliance. Officers, employees, and directors should promote an environment in
which the Company: (a) encourages officers, employees, and directors to talk to
supervisors, managers, and other appropriate personnel when in doubt about the
best course of action in a particular situation; (b) encourages officers,
employees, and directors to report violations of laws, rules and regulations to
appropriate personnel; and (c) informs officers, employees, and directors that
the Company will not allow retaliation for reports made in good faith.

9. FAIR DEALING.

         The officers, employees, and directors should deal fairly with the
Company's customers, suppliers, competitors, and other officers, employees, and
directors. It is the policy of the Company to prohibit any person from taking
unfair advantage of another through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair
dealing practice.

10. INSIDER TRADING POLICY.

         10.1. GENERAL RESTRICTIONS AGAINST INSIDER TRADING.

         No officer, employee, or director, or Family Member (as defined under
Section 4) of any officer, employee, or director, or any entity owned or
controlled by any officer, employee, or director, may:

     o    purchase or sell any securities of the Company while he/she is aware
          of any material nonpublic information concerning the Company;

     o    disclose to any other person any material nonpublic information
          concerning the Company if it is reasonably foreseeable that such
          person may use that information in purchasing or selling Company
          securities;

     o    purchase or sell any securities of another company while he/she is
          aware of any material nonpublic information concerning such other
          company which he/she learned in the course of his/her service as an
          officer, employee, or director of the Company; or

     o    disclose to any other person any material nonpublic information
          concerning another company which he/she learned in the course of
          his/her service as an officer, employee, or director of the Company if
          it is reasonably foreseeable that such person may use that information
          in purchasing or selling securities of such other company.

         Generally, information is considered "material" if a reasonable
investor would consider it important in making his/her investment decision. Such
information would include, for example, earnings results, acquisitions,
divestitures, or pending changes in management or control.



         The prohibition on purchase and sales of Company securities while aware
of material nonpublic information concerning the Company does not apply to a
transaction pursuant to a Trading Plan that complies with Section 10.2(b) below.

         10.2. BLACKOUT PERIODS.

                  (a) No officer, Senior Financial Officer, or director, or
Family Member (as defined under Section 4) of any officer, Senior Financial
Officer, or director, or any entity owned or controlled by any officer, Senior
Financial Officer, or director, may make any purchase or sale of securities of
the Company during the following time periods (each a "Blackout Period"):

     o    beginning one month prior to the end of each fiscal quarter and ending
          upon the completion of the third full trading day after the public
          announcement of earnings for such quarter;

     o    beginning at the time of any public earnings-related announcement or
          public announcement of a significant corporate transaction or event
          and ending upon the completion of the third full trading day after
          such announcement; or

     o    during such other periods as may be established from time to time by
          the Board or the Chief Executive Officer in light of particular events
          or developments affecting the Company.

Additionally, no officer, Senior Financial Officer, or director, or Family
Member (as defined under Section 4) of any officer, Senior Financial Officer, or
director, or any entity owned or controlled by any officer, Senior Financial
Officer, or director, may inform a person not covered by this Section 10.2 that
a Blackout Period is in effect.

                  (b) The prohibition on purchase and sales of Company
securities during a Blackout Period does not apply to the following:

     o    purchases made under an employee stock purchase plan operated by the
          Company; provided, however, that the securities so acquired may not be
          sold during a Blackout Period;

     o    exercises of stock options or the surrender of shares to the Company
          in payment of the exercise price or in satisfaction of any tax
          withholding obligations, in each case in a manner permitted by the
          applicable stock option; provided, however, that the securities so
          acquired may not be sold (either outright or in connection with a
          "cashless" exercise transaction through a broker) during a Blackout
          Period;

     o    acquisitions or dispositions of Company common stock under the
          Company's 401(k) plan that are made pursuant to standing instructions
          not entered into or modified during a Blackout Period;



     o    purchases of securities from the Company or sales of securities to the
          Company; and

     o    purchases or sales made pursuant to a binding contract, written plan
          or specific instruction (a "Trading Plan") that is adopted and
          operated in compliance with Rule 10b5-1; PROVIDED such trading plan:
          (1) is in writing; (2) was submitted to the Company for review by the
          Company prior to its adoption; and (3) was not adopted during a
          Blackout Period; and PROVIDED FURTHER that if such Trading Plan
          provides for trades to occur only once per quarter or less frequently
          (other than a plan that relates solely to the immediate sale of shares
          acquired under an employee stock purchase plan) such Trading Plan may
          not provide for trades to occur during a regularly scheduled
          quarter-end blackout period.

         10.3. PRECLEARANCE.

         No officer, employee, or director, or Family Member (as defined under
Section 4) of any officer, employee, or director, or any entity owned or
controlled by any officer, employee, or director, may make any purchase or sale
of securities of the Company (including derivative securities) unless he/she
notifies the Company's designated compliance officer prior to such purchase or
sale.

11.      WAIVERS.

         It is the Company's policy that waivers of this Code will not be
granted except in exigent circumstances. Any waiver of this Code may only be
granted by a majority of the Board, and only after disclosure of all material
facts by the individual seeking the waiver. Any waiver of this Code will be
promptly disclosed as required by law or stock exchange regulation.

12. ANNUAL ACKNOWLEDGMENT.

         All officers, employees, and directors of the Company must acknowledge
receipt of, and certify their willingness to adhere to, the foregoing when first
employed or appointed and thereafter on the anniversary of each such officer,
employee, or director's, as the case may be, employment or appointment. Copies
of any acknowledgements must be submitted to the Board no later than the 5th
business day following the event that triggers the requirement of
acknowledgment.

13.      CONCLUSION.

         You should communicate any suspected violation of this Code, or any
unethical behavior encompassed by this Code, promptly to the Chief Executive
Officer, or if any such behavior involves the Chief Executive Officer such
communications should be brought to the attention of the next highest ranking
officer of the Company. Violations will be taken seriously and investigated by
the Board or by a person or persons designated by the Board, and appropriate
disciplinary action will be taken in the event of any violations of this Code.

         If there are any questions involving application of this Code, guidance
should be sought from the Company's corporate counsel.