Exhibit 99.A11
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                          Business Ethics and Conduct
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The successful business operation and reputation of Dixon Ticonderoga Company is
built upon the principles of fair dealing and ethical  conduct of our employees.
Our reputation for integrity and excellence  requires careful  observance of the
spirit  and  letter  of all  applicable  laws  and  regulations,  as  well  as a
scrupulous regard for the highest standards of conduct and personal integrity.

The  continued  success  of Dixon  Ticonderoga  Company  is  dependent  upon our
customers' trust and we are dedicated to preserving that trust.  Employees owe a
duty to Dixon Ticonderoga Company,  its customers,  and shareholders to act in a
way that will merit the continued trust and confidence of the public.

Dixon  Ticonderoga  Company will comply with all applicable laws and regulations
and  expects its  directors,  officers,  and  employees  to conduct  business in
accordance  with the  letter,  spirit,  and intent of all  relevant  laws and to
refrain from any illegal, dishonest, or unethical conduct.

In general,  the use of good judgment,  based on high ethical  principles,  will
guide you with respect to lines of  acceptable  conduct.  If a situation  arises
where it is  difficult  to  determine  the proper  course of action,  the matter
should be discussed  openly with your  immediate  supervisor  and, if necessary,
with the Company's Human Resources Department for advice and consultation.

Compliance with this policy of business ethics and conduct is the responsibility
of every Dixon Ticonderoga  Company employee.  Disregarding or failing to comply
with this  standard of business  ethics and conduct  could lead to  disciplinary
action, up to and including possible termination of employment.