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<SEC-DOCUMENT>0000899681-05-000285.txt : 20050405
<SEC-HEADER>0000899681-05-000285.hdr.sgml : 20050405
<ACCEPTANCE-DATETIME>20050405155204
ACCESSION NUMBER:		0000899681-05-000285
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050330
ITEM INFORMATION:		Amendments to the Registrant.s Code of Ethics, or Waiver of a Provision of the Code of Ethics
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050405
DATE AS OF CHANGE:		20050405

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYSTEMAX INC
		CENTRAL INDEX KEY:			0000945114
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
		IRS NUMBER:				113262067
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13792
		FILM NUMBER:		05734087

	BUSINESS ADDRESS:	
		STREET 1:		22 HARBOR PARK DR
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050
		BUSINESS PHONE:		5166087000

	MAIL ADDRESS:	
		STREET 1:		22 HARBOR PARK DRIVE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GLOBAL DIRECTMAIL CORP
		DATE OF NAME CHANGE:	19950509
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>systemax-8k_040505.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>8-K</TITLE>
</HEAD>
<BODY>


<P ALIGN=CENTER><FONT SIZE=3>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</FONT></P>

<HR SIZE=1 WIDTH=35% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM 8-K</B><BR>
<BR>
CURRENT REPORT<BR>
PURSUANT TO SECTION 13 OR 15(D) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934<BR>
<BR>
Date of Report (Date of earliest event reported): March 30, 2005<BR>
<BR>
<B>Systemax Inc.</B><BR>
(Exact Name of Registrant as Specified in Charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=33% ALIGN=CENTER>
<B>Delaware</B><BR>
(State or Other Jurisdiction<BR>
of Incorporation)</TD>
<TD WIDTH=33% ALIGN=CENTER>
<B>1-13792</B><BR>
(Commission<BR>
File Number)</TD>
<TD WIDTH=34% ALIGN=CENTER>
<B>11-3262067</B><BR>
(IRS Employer<BR>
Identification No.)</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT SIZE=3><B>11 Harbor Park Drive<BR>
Port Washington, New York 11050</B><BR>
(Address of Principal Executive offices, including Zip Code)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Registrant's telephone number, including area code: <B>(516) 608-7000</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>N.A.</B><BR>
(Former Name or Former Address, if Changed Since Last Report)</FONT></P>

<P><FONT SIZE=3>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (<I>see</I> General Instruction A.2
below): </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>|__|</TD>
<TD WIDTH=95%>Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>|__|</TD>
<TD WIDTH=95%>Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14-12)</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>|__|</TD>
<TD WIDTH=95%>Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240-14d-2(b))</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>|__|</TD>
<TD WIDTH=95%>Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CRF 240.13e-4(c))</TD>
</TR>
</TABLE>
<BR>

<PAGE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><B><U>ITEM 5.05</U></B></TD>
<TD WIDTH=90%><B><U>Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of
the Code of Ethics</U></B></TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
At a Board meeting on March
30, 2005, the Company's code of ethics was amended to expand, clarify and
summarize the ethical and legal obligations of the Company's directors,
officers, employees and other representatives. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><B><U>ITEM 9.01</U></B></TD>
<TD WIDTH=90%><B><U>Financial Statements and Exhibits</U></B></TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3><I>(a)  Financial Statements of Business Acquired - not applicable</I></FONT></P>

<P><FONT SIZE=3><I>(b)  Pro Forma Financial Information - not applicable</I></FONT></P>

<P><FONT SIZE=3><I>(c)  Exhibits</I></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>14</TD>
<TD WIDTH=90%>Corporate Ethics Policy for Officers, Directors and Employees, as
amended March 30, 2005</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%></TD>
<TD WIDTH=50%>SYSTEMAX INC.<BR>
<BR>
By: <U>/s/ Steven Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Senior Vice President and CFO</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>Dated:  April 5, 2005</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>EXHIBIT INDEX</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>14</TD>
<TD WIDTH=90%>Corporate Ethics Policy for Officers, Directors and Employees, as
amended March 30, 2005</TD>
</TR>
</TABLE>
<BR>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>2
<FILENAME>systemax-ex14_040505.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 14</TITLE>
</HEAD>
<BODY>
<P ALIGN=RIGHT><FONT SIZE=3>Exhibit 14</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><U>SYSTEMAX INC.<BR>
CORPORATE ETHICS POLICY</U></FONT></P>

<P><FONT SIZE=3>The Corporate Ethics Policy of Systemax Inc. (the "Company") was
prepared to provide the directors, officers, employees and other representatives
of the Company and its subsidiaries (collectively "Company Representatives") as
well as the Company's shareholders, customers, suppliers and the general public
with a statement of the Company's commitment to ethical business conduct. This
Corporate Ethics Policy applies to the Company and all of its subsidiaries in
North America and Europe. The Company is committed to acting as a responsible
and ethical corporate world citizen. Company Representatives will conduct
Company business with the highest regard for the Company's ethical and legal
obligations and with the utmost loyalty to its shareholders and customers. It is
the duty of all Company Representatives to see that these policies are followed.
Every Company Representative is expected to comply with these policies. Failure
to do so may not only harm the Company and your fellow employees, it will
subject you to disciplinary action, including termination of employment under
appropriate circumstances. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Summary of Duties for All Company Representatives:</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Avoid conflicts of
interest and potential conflicts of interest between you and the Company.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Do not offer or make gifts to customers (unless of insignificant
value).</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Do not offer or make gifts or payments to or otherwise attempt to bribe or
unfairly influence a government official.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Do not accept gifts from suppliers, service providers, customers or competitors
(unless of insignificant value).</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Do not compete with the
Company or take personal advantage of Company business opportunities.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Do not waste or misuse Company assets.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Keep all non-public Company information confidential.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Deal with all customers,
suppliers and competitors fairly.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Comply with all laws and government regulations in all countries where the
Company does business including laws against non-competitive practices
(antitrust laws), insider stock trading, employment discrimination, bribery and
other foreign corrupt practices, workplace safety laws and export/customs laws.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Disclose and record accurately any use of Company funds.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Do not falsify, inflate or disguise any accounting record.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Report all violations of
law and/or Company Ethics Policy to appropriate Company officials.</TD>
</TR>
</TABLE>

<P><FONT SIZE=3><U>Policies:</U> </FONT></P>

<P><FONT SIZE=3>1.&nbsp;&nbsp;<U>Loyalty to the Company and its Shareholders:</U> </FONT></P>

<P><FONT SIZE=3>Company Representatives owe
a duty of loyalty to the Company and to the shareholders of the Company. The
duty of loyalty includes both a duty to protect the interests of the Company and
an obligation to refrain from business conduct that would injure the Company and
its shareholders. </FONT></P>

<P><FONT SIZE=3>2.&nbsp;&nbsp;<U>Conflicts of Interest</U></FONT></P>

<P><FONT SIZE=3>Company Representatives are
required to avoid conflicts of interest, appearances of conflicts of interest
and potential conflicts of interest. A "conflict of interest" occurs
when an individual's private interest interferes in any way with the
interests of the Company. A conflict situation can arise when a Company
Representative 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 a Company Representative, or a member of his or her
family, receives improper personal benefits as a result of his or her position
in the Company. Company Representatives shall not allow any consideration such
as the receipt of gifts or financial interests in other businesses or personal
or family relationships to interfere with the independent exercise of his or her
business judgment and work activities to the benefit of the Company. Loans to,
or guarantees of obligations of, Company Representatives are prohibited unless
permitted by law and authorized by the Board of Directors or a Committee
designated by the Board. If a Company Representative becomes aware of a
potential conflict of interest he or she must communicate such potential
conflict of interest to the Company. </FONT></P>

<P><FONT SIZE=3>3.&nbsp;&nbsp;<U>Gifts, Incentive Awards and Relationships with
Customers, Suppliers and Service Providers:</U></FONT></P>

<P><FONT SIZE=3>No gift may be offered or
provided to any corporate or individual customer or potential customer unless
the gift is of insignificant value. No gift of <U>any</U> value may be made to
any government customer, government official or individual agent of a government
customer. No gift, gratuity, incentive payment or award whether in the form of
cash or its equivalent, personal property, rebates or points awarded towards the
entitlement to any of the foregoing (an "Incentive Award") may be
specifically offered or provided to any purchasing agent or other employee of
any corporate or government customer (a "Purchasing Agent") and no
Incentive Award may be made to a Purchasing Agent without the knowledge of such
customer. A "gift" includes any tangible and intangible payment or
gratuity such as cash, products, meals, tickets to events, services, etc. A
gift, which is by itself of "insignificant value", may be, when
aggregated with other gifts from the same source, a gift that is not of
insignificant value. </FONT></P>

<P><FONT SIZE=3>No gift may be solicited or
accepted from any supplier or potential supplier (including any service
provider), customer, competitor or any other entity that does business with the
Company either directly or indirectly unless (a) the gift is of insignificant
value and (b) the gift cannot be construed as a bribe, payoff or improper
inducement <U>provided</U>, <U>however</U>, that no amount of cash may ever be
accepted as a gift. </FONT></P>

<P><FONT SIZE=3>Any gift offered or received that is greater than $100 in value
must be reported to an employee's supervisor. </FONT></P>

<P><FONT SIZE=3>No gift, friendship, or other non-business aspect of any
relationship with any customer or supplier should affect a Company
Representative's obligation to deal with all customers, prospective customers
and suppliers in a manner consistent with the best interests of the Company.
Neither a Company Representative nor any member of his/her family may have any
financial or economic involvement with the Company or with any customer or
supplier of the Company (such as employment or an employment agreement, a
business venture, a consulting or service agreement, or an investment other than
the ownership of the stock of a publicly traded company) without written
disclosure to the Company and approval by the Company's Board of Directors.</FONT></P>

<P><FONT SIZE=3>Company managers are prohibited from accepting gifts from
subordinate employees unless of insignificant value. </FONT></P>

<P><FONT SIZE=3>4.&nbsp;&nbsp;<U>Corporate Opportunities</U></FONT></P>

<P><FONT SIZE=3>Company Representatives are
prohibited from (a) taking for themselves personally opportunities that are
discovered through the use of Company property, information or position; (b)
using Company property, information, or position for personal gain; and (c)
competing with the Company. Company Representatives owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises. </FONT></P>

<P><FONT SIZE=3>5.&nbsp;&nbsp;<U>Protection and Proper Use of Company Assets</U></FONT></P>

<P><FONT SIZE=3>Company Representatives must guard against any misuse or waste
of the Company's assets or corporate opportunities. This includes, but is not
limited to, trade secrets, intellectual property rights such as trademarks and
patents, product sourcing information, strategic plans, etc. Company
Representatives will refrain from the use of Company property for personal use
other than on an incidental basis. Company Representatives will comply with
internal controls and procedures of the Company that are intended to allow for
better management and protection of the Company's assets. All Company
Representatives should protect the Company's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company's
profitability. All Company assets should be used for legitimate business
purposes. </FONT></P>

<P><FONT SIZE=3>6.&nbsp;&nbsp;<U>Confidentiality.</U> </FONT></P>

<P><FONT SIZE=3>Company Representatives
must maintain the confidentiality of information entrusted to them by the
Company or its customers, except when disclosure is authorized or legally
mandated. Confidential information includes all non-public information that
might be of use to competitors or harmful to the Company or its customers if
disclosed. </FONT></P>

<P><FONT SIZE=3>7.&nbsp;&nbsp;<U>Fair Treatment of Fellow Employees:</U> </FONT></P>

<P><FONT SIZE=3>Company Representatives
will not discriminate against any Company employee or potential employee on the
basis of race, color, religion, sex, national origin, age, handicap, veteran
status, marital status or sexual preference. Company Representatives will be
sensitive to the rights of all employees to work in an environment free from all
aspects of illegal discrimination, including an environment free from all forms
of illegal harassment. </FONT></P>

<P><FONT SIZE=3>8.&nbsp;&nbsp;<U>Fair dealing.</U></FONT></P>

<P><FONT SIZE=3>Company Representatives
should endeavor to deal fairly and honestly with the Company's customers,
suppliers and competitors and should not take unfair advantage of anyone through
manipulation, concealment, abuse or privileged information, misrepresentation of
material facts, or any other unfair dealing practice. Company Representatives
shall not knowingly engage in conduct that results in the Company using any
trade secrets, copyrights, trademarks, patents or other proprietary or
confidential information belonging to a competitor. </FONT></P>

<P><FONT SIZE=3>9.&nbsp;&nbsp;<U>Compliance With Applicable Laws and Regulations of
Governmental Bodies and Agencies</U>:</FONT></P>

<P><FONT SIZE=3>The Company and all Company
Representatives shall fully comply with all applicable laws and regulations,
including securities laws (which require fair disclosure of the Company's
business and financial information to the public and prohibit any use of inside
information about the Company in deciding to buy or sell stock of the Company,
among other things), antitrust laws (which establish standards for dealing
fairly with competitors, suppliers and customers), laws regarding safety in the
workplace, laws relating to the preservation of the environment, laws protecting
employees and prospective employees from discrimination or sexual harassment,
customs laws, including country of origin marking and value laws, and other laws
regulating products as well as laws prohibiting corrupt practices such as
payments to public officials or improper political activities. </FONT></P>

<P><FONT SIZE=3>While the Company
encourages its employees to participate in the political process, they are
cautioned not to create the impression that they speak or act on behalf of the
Company. Certain U .S. and foreign laws prohibit the Company from contributing
to political candidates of parties or party officials except under limited
conditions. The numerous applications of domestic and international laws to the
activities of the Company cannot be set forth fully here, but all Company
Representatives should be sensitive to the ongoing need to assure appropriate
consideration of any activity that might violate any such laws. Clarification of
these matters can be obtained by contacting the Company's General Counsel. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><U>Foreign Corrupt Practices Act</U></FONT></P>

<P><FONT SIZE=3>Many countries have laws or
rules prohibiting gifts to people who are employed by the government of that
country. In addition the U.S. Foreign Corrupt Practices Act prohibits the
Company or any Company Representative from making a payment or giving anything
of value to a foreign official or political party for the purpose of obtaining
or retaining business. This provision also applies to payments or offers of
anything of value to intermediaries, sales representatives or agents if the
Company Representative knows, or has reason to know, that the payment or offer
will be used for a prohibited payment, gift or favor. Company Representatives
must obey these laws. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><U>Export Control Laws and Regulations</U></FONT></P>

<P><FONT SIZE=3>It is the Company's
policy to comply with the export control laws and regulations of all countries
in which the Company does business. Compliance with these laws and regulations
may result in some loss of business opportunities but a failure to comply may
result in fines and penalties and loss of exporting privileges. U.S. customs law
prohibits the shipment of goods to certain countries as well as to certain
designated individuals and entities while shipment (including re-export) to some
other countries, persons, and/or entities requires U.S. Government license
application and approval. Consult these websites for further information.
<U>(www.treas.gov/ofac/index.html</U>; <U>www.bxa.doc.gov</U>;
<U>www.pmdtc.org</U>). </FONT></P>

<P><FONT SIZE=3>10.&nbsp;&nbsp;<U>Maintenance of Accurate and Complete Books and Records</U></FONT></P>

<P><FONT SIZE=3>Every Company
Representative has an obligation to maintain accurate and complete books and
records. No false or misleading entries may be made on the Company's books
and records and no documents shall be signed without proper authorization. No
funds or assets may be used or maintained by the Company for any illegal
purpose. All transactions shall be fully and completely documented and recorded
in the Company's accounting records. All labor, travel, material and other
expenses should be recorded truthfully. A variety of U.S. and foreign laws
govern the accurate and complete entry of accounting and financial information.
The Company and Company Representatives are to maintain all such financial
records in an accurate and complete manner in accordance with such laws. </FONT></P>

<P><FONT SIZE=3>11.&nbsp;&nbsp;<U>Procedures in the Event of a Legal or Policy
Violation or Concern</U>:</FONT></P>

<P><FONT SIZE=3>Company Representatives
must promptly report violations of laws, rules, regulations or the Corporate
Ethics Policy to appropriate personnel as indicated below. The Company will not
allow retaliation for reports made in good faith. </FONT></P>

<P><FONT SIZE=3>In addition, all Company
Representatives have an obligation to discuss any concern they have with regard
to the application of these policies to any conduct in which they participate,
are asked to participate, or become aware of. Normally, such concerns should be
brought to the attention of the immediate supervisor of the Company
Representative. The Company is aware that in certain situations it may be
unrealistic to discuss concerns with a supervisor and encourages any Company
Representative to contact any of the following in such circumstances (all of
whom can be reached the Company's headquarters in Port Washington, New
York). </FONT></P>

<P><FONT SIZE=3>Richard Leeds- Chairman and Chief Executive Officer</FONT></P>

<P><FONT SIZE=3>Steven Goldschein- Senior Vice President and Chief Financial Officer</FONT></P>

<P><FONT SIZE=3>Curt Rush- General Counsel</FONT></P>

<P><FONT SIZE=3>12.&nbsp;&nbsp;<U>Anonymous Complaint Hotline</U></FONT></P>

<P><FONT SIZE=3>The Company has implemented
an anonymous reporting system to receive and address complaints <U>regarding
improper or questionable accounting practices</U>. (Examples of improper
accounting practices include improper recording of sales transactions,
inventory, accounts receivable, accounts payable or other revenue, expense or
asset items.) The Company's Audit Committee of the Board of Directors
oversees this process. The Company has set up an <U>anonymous telephone</U>
<U>hotline</U> to receive such complaints. In order to maintain complete
anonymity for callers, the Company is utilizing the services of an independent
company called Ethicspoint to administer the hotline. </FONT></P>

<P><FONT SIZE=3>The system is easy to use.
Simply phone the 24 hour toll-free Hotline Number: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=15%>866-292-1177<BR>
0800-032-3687<BR>
800-786907<BR>
0800-90-4683<BR>
020-793699<BR>
###-##-####<BR>
0800-180-0707<BR>
800-022-6570</TD>
<TD WIDTH=75%>(U.S. and Canada)<BR>
(England and Scotland)<BR>
(Italy)<BR>
(France)<BR>
(Sweden)<BR>
(Spain)<BR>
(Germany)<BR>
(Holland)</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>An Ethicspoint compliance
specialist will guide you through the questions to complete the report. The
reports will be available only to specific individuals in the Company who are
charged with evaluating and, when appropriate, investigating the violation. The
system is designed so that no report is ever shared with implicated parties. </FONT></P>

<P><FONT SIZE=3>The Company believes this
hotline will be an effective tool in reducing losses from improper accounting,
fraud and similar practices and therefore help to protect its financial
strength. If you are uncertain if a practice violates Company policy or is
illegal, please call the hotline. The Company would rather be informed of a
potential problem than let it go unchecked. Should you have any questions
regarding the anonymous reporting procedures or the hotline, you may contact
Curt Rush, the Company's General Counsel. </FONT></P>

<P><FONT SIZE=3><U>Importance of Compliance With These Policies:</U> </FONT></P>

<P><FONT SIZE=3>It is the duty of all
Company Representatives to see that these policies are followed. Every Company
Representative is expected to comply with the policies set forth above. Failure
to do so may not only harm the Company and your fellow employees, it will
subject you to disciplinary action, including termination of employment under
appropriate circumstances. </FONT></P>

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