CODE OF BUSINESS CONDUCT AND
ETHICS




OF




CH LIGHTING INTERNATIONAL
CORPORATION














Adopted August 25,
2008







Table of Contents





Page


I.
            INTRODUCTION
            4II.
            COMPLIANCE
      IS EVERYONE’S BUSINESS
            4III.
            YOUR
      RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS
            5A.
            General
      Standards of Conduct
            5B.
            Applicable
      Laws
            5C.
            Conflicts
      of Interest
            5(i)
            Employment/Outside
      Employment
            6(ii)
            Outside
      Directorships
            6(iii)
            Business
      Interests
            6(iv)
            Related
      Parties
            6(v)
            Other
      Situations
            7D.
            Corporate
      Opportunities
            7E.
            Protecting
      the Company’s Confidential Information
            7(i)
            Proprietary
      Information and Invention Agreement
            8(ii)
            Disclosure
      of Company Confidential Information
            8(iii)
            Requests
      by Regulatory Authorities
            8(iv)
            Company
      Spokespeople
            9F.
            Obligations
      Under Securities Laws-“Insider” Trading
            9G.
            Prohibition
      against Short Selling of Company Stock
            10H.
            Use
      of Company’s Assets
            10(i)
            General
            10(ii)
            Physical
      Access Control
            10(iii)
            Company
      Funds
            11(iv)
            Computers
      and Other Equipment
            11(v)
            Software
            11(vi)
            Electronic
      Usage
            11I.
            Maintaining
      and Managing Records
            12J.
            Records
      on Legal Hold.
            12K.
            Payment
      Practices
            13(i)
            Accounting
      Practices
            13




2


(ii)
            Political
      Contributions
            13(iii)
            Prohibition
      of Inducements
            13L.
            Foreign
      Corrupt Practices Act.
            13M.
            Export
      Controls
            14IV.
            RESPONSIBILITIES
      TO OUR CUSTOMERS AND OUR SUPPLIERS
            14A.
            Customer
      Relationships
            14B.
            Payments
      or Gifts from Others
            14C.
            Publications
      of Others
            15D.
            Handling
      the Confidential Information of Others
            15(i)
            Appropriate
      Nondisclosure Agreements
            15(ii)
            Need-to-Know
            15(iii)
            Notes
      and Reports
            16(iv)
            Competitive
      Information
            16E.
            Selecting
      Suppliers
            16F.
            Government
      Relations
            16G.
            Lobbying
            17H.
            Government
      Contracts
            17I.
            Free
      and Fair Competition
            17J.
            Industrial
      Espionage
            18V.
            WAIVERS
            18VI.
            DISCIPLINARY
      ACTIONS
            18VII.
            ACKNOWLEDGMENT
      OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS
            19





3


I.
            INTRODUCTION




This Code
of Business Conduct and Ethics helps ensure compliance with legal requirements
and our standards of business conduct. This Code of Business Conduct and Ethics
applies to directors, officers and employees of CH
Lighting International Corporation (the
“ Company ”).
Therefore, all Company directors, officers and employees are expected to read
and understand this Code of Business Conduct and Ethics, uphold these standards
in day-to-day activities, comply with all applicable policies and procedures,
and ensure that all agents and contractors are aware of, understand and adhere
to these standards.




Because
the principles described in this Code of Business Conduct and Ethics are general
in nature, you should also review all applicable Company policies and procedures
for more specific instruction, and contact the Human Resources Department or
Legal Department if you have any questions.




Nothing
in this Code of Business Conduct and Ethics, in any company policies and
procedures, or in other related communications (verbal or written) creates or
implies an employment contract or term of employment.




We are
committed to continuously reviewing and updating our policies and procedures.
Therefore, this Code of Business Conduct and Ethics is subject to modification.
This Code of Business Conduct and Ethics supersedes all other such codes,
policies, procedures, instructions, practices, rules or written or verbal
representations to the extent they are inconsistent.




Please
sign the acknowledgment form at the end of this Code of Business Conduct and
Ethics and return the form to the Human Resources Department indicating that you
have received, read, understand and agree to comply with the Code of Business
Conduct and Ethics.




The
signed acknowledgment form will be located in your personnel file.




II.
            COMPLIANCE IS EVERYONE’S
      BUSINESS




Ethical
business conduct is critical to our business. As a director, officer or
employee, your responsibility is to respect and adhere to these practices. Many
of these practices reflect legal or regulatory requirements. Violations of these
laws and regulations can create significant liability for you, the Company, its
directors, officers, and other employees.




Part of
your job and ethical responsibility is to help enforce this Code of Business
Conduct and Ethics. You should be alert to possible violations and report
possible violations to the Human Resources Department or the Legal Department.




You must
cooperate in any internal or external investigations of possible violations.




Reprisal,
threats, retribution or retaliation against any person who has in good faith
reported a violation or a suspected violation of law, this Code of Business
Conduct and Ethics or other Company policies, or against any person who is
assisting in any investigation or process with respect to such a violation, is
prohibited.




4


Violations
of law, this Code of Business Conduct and Ethics, or other Company policies or
procedures should be reported to the Human Resources Department or the Legal
Department.




Violations
of law, this Code of Business Conduct and Ethics or other Company policies or
procedures by Company directors, officers or employees can lead to disciplinary
action up to and including termination.




In trying
to determine whether any given action is appropriate, use the following test.
Imagine that the words you are using or the action you are taking is going to be
fully disclosed in the media with all the details, including your photo. If you
are uncomfortable with the idea of this information being made public, perhaps
you should think again about your words or your course of action.




In all
cases, if you are unsure about the appropriateness of an event or action, please
seek assistance in interpreting the requirements of these practices by
contacting the Legal Department.




III.
            YOUR RESPONSIBILITIES TO THE
      COMPANY AND ITS STOCKHOLDERS




A.
            General Standards of
      Conduct




The
Company expects all directors, officers, employees, agents and contractors to
exercise good judgment to ensure the safety and welfare of employees, agents and
contractors and to maintain a cooperative, efficient, positive, harmonious and
productive work environment and business organization. These standards apply
while working on our premises, at offsite locations where our business is being
conducted, at Company-sponsored business and social events, or at any other
place where you are a representative of the Company. Directors, officers,
employees, agents or contractors who engage in misconduct or whose performance
is unsatisfactory may be subject to corrective action, up to and including
termination. You should review our employment handbook for more detailed
information.




B.
            Applicable
      Laws




All
Company directors, officers, employees, agents and contractors must comply with
all applicable laws, regulations, rules and regulatory orders. Company
directors, officers and employees located outside of the United States must
comply with laws, regulations, rules and regulatory orders of the United States,
including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in
addition to applicable local laws. Each director, officer, employee, agent and
contractor must acquire appropriate knowledge of the requirements relating to
his or her duties sufficient to enable him or her to recognize potential dangers
and to know when to seek advice from the Legal Department on specific Company
policies and procedures. Violations of laws, regulations, rules and orders may
subject the director, officer, employee, agent or contractor to individual
criminal or civil liability, as well as to discipline by the Company. Such
individual violations may also subject the Company to civil or criminal
liability or the loss of business.




C.
            Conflicts of
      Interest




Each of
us has a responsibility to the Company, our stockholders and each
other.




5


Although
this duty does not prevent us from engaging in personal transactions and
investments, it does demand that we avoid situations where a conflict of
interest might occur or appear to occur. The Company is subject to scrutiny from
many different individuals and organizations.




We should
always strive to avoid even the appearance of impropriety.




What
constitutes conflict of interest? A conflict of interest exists where the
interests or benefits of one person or entity conflict with the interests or
benefits of the Company.




Examples
include:




(i)  Employment/Outside
Employment . In
consideration of your appointment or employment with the Company, you are
expected to devote your full attention to the business interests of the Company.
You are prohibited from engaging in any activity that interferes with your
performance or responsibilities to the Company or is otherwise in conflict with
or prejudicial to the Company. Our policies prohibit any director, officer or
employee from accepting simultaneous employment with a Company supplier,
customer, developer or competitor, or from taking part in any activity that
enhances or supports a competitor’s position. Additionally, you must disclose to
the Company any interest that you have that may conflict with the business of
the Company. If you have any questions on this requirement, you should contact
your supervisor or the Human Resources Department.




(ii)  Outside
Directorships . It is a
conflict of interest to serve as a director of any company that competes with
the Company. Although you may serve as a director of a Company supplier,
customer, developer, or other business partner, our policy requires that you
first obtain approval from the Company’s Board of Directors before accepting a
directorship. Any compensation you receive should be commensurate to your
responsibilities.




Such
approval may be conditioned upon the completion of specified
actions.




(iii)  Business Interests . If you
are considering investing in a Company customer, supplier or competitor, you
must first take great care to ensure that these investments do not compromise
your responsibilities to the Company. Many factors should be considered in
determining whether a conflict exists, including the size and nature of the
investment; your ability to influence the Company’s decisions; your access to
confidential information of the Company or of the other company; and the nature
of the relationship between the Company and the other company.




(iv)  Related Parties . As a
general rule, you should avoid conducting Company business with a relative or
significant other, or with a business in which a relative or significant other
is associated in any significant role. Relatives include spouse, sister,
brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces,
nephews, cousins, step relationships, and in-laws. Significant others include
persons living in a spousal (including same sex) or familial fashion with an
employee.




If such a
related party transaction is unavoidable, you must fully disclose the nature of
the related party transaction to the Company’s Chief Financial Officer. If
determined to be material to the Company by the Chief Financial Officer, the
Company’s Audit Committee must review and approve in writing in advance such
related party transactions. The most significant related party transactions,
particularly those involving the Company’s directors or executive officers, must
be reviewed and approved in writing in advance by the Company’s Board of
Directors. The Company must report all such material related party transactions
under applicable accounting rules, federal securities laws, and SEC rules and
regulations, and securities market rules. Any dealings with a related party must
be conducted in such a way that no preferential treatment is given to this
business.




6


The
Company discourages the employment of relatives and significant others in
positions or assignments within the same department and prohibits the employment
of such individuals in positions that have a financial dependence or influence
(e.g., an auditing or control relationship, or a supervisor/subordinate
relationship). The purpose of this policy is to prevent the organizational
impairment and conflicts that are a likely outcome of the employment of
relatives or significant others, especially in a supervisor/subordinate
relationship. If a question arises about whether a relationship is covered by
this policy, the Human Resources Department is responsible for determining
whether an applicant or transferee’s acknowledged relationship is covered by
this policy. The Human Resources Department shall advise all affected applicants
and transferees of this policy. Willful withholding of information regarding a
prohibited relationship/reporting arrangement may be subject to corrective
action, up to and including termination. If a prohibited relationship exists or
develops between two employees, the employee in the senior position must bring
this to the attention of his/her supervisor. The Company retains the prerogative
to separate the individuals at the earliest possible time, either by
reassignment or by termination, if necessary.




(v)  Other Situations . Because
other conflicts of interest may arise, it would be impractical to attempt to
list all possible situations. If a proposed transaction or situation raises any
questions or doubts in your mind you should consult the Legal
Department.




D.
            Corporate
      Opportunities




Employees,
officers and directors may not exploit for their own personal gain opportunities
that are discovered through the use of corporate property, information or
position unless the opportunity is disclosed fully in writing to the Company’s
Board of Directors and the Board of Directors declines to pursue such
opportunity.




E.
            Protecting the Company’s
      Confidential Information




The
Company’s confidential information is a valuable asset. The Company’s
confidential information includes our database of customer contacts; details
regarding our equipment procurement sources; names and lists of customers,
suppliers and employees; and financial information. This information is the
property of the Company and may be protected by patent, trademark, copyright and
trade secret laws. All confidential information must be used for Company
business purposes only. Every director, officer, employee, agent and contractor
must safeguard it.




7


THIS RESPONSIBILITY INCLUDES NOT
DISCLOSING THE COMPANY CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING
THE COMPANY’S PRODUCTS OR BUSINESS OVER THE INTERNET.




You are
also responsible for properly labeling any and all documentation shared with or
correspondence sent to the Company’s Legal Department or outside counsel as
“Attorney-Client Privileged”. This responsibility includes the safeguarding,
securing and proper disposal of confidential information in accordance with the
Company’s policy on Maintaining and Managing Records set forth in Section III.I
of this Code of Business Conduct and Ethics. This obligation extends to
confidential information of third parties, which the Company has rightfully
received under Non-Disclosure Agreements. See the Company’s policy dealing with
Handling Confidential Information of Others set forth in Section IV.D of this
Code of Business Conduct and Ethics.




(i)  Proprietary Information and Invention
Agreement . When you
joined the Company, you signed an agreement to protect and hold confidential the
Company’s proprietary information. This agreement remains in effect for as long
as you work for the Company and after you leave the Company. Under this
agreement, you may not disclose the Company’s confidential information to anyone
or use it to benefit anyone other than the Company without the prior written
consent of an authorized Company officer.




(ii)  Disclosure of Company Confidential
Information . To
further the Company’s business, from time to time our confidential information
may be disclosed to potential business partners. However, such disclosure should
never be done without carefully considering its potential benefits and risks. If
you determine in consultation with your manager and other appropriate Company
management that disclosure of confidential information is necessary, you must
then contact the Legal Department to ensure that an appropriate written
nondisclosure agreement is signed prior to the disclosure. The Company has
standard nondisclosure agreements suitable for most disclosures. You must not
sign a third party’s nondisclosure agreement or accept changes to the Company’s
standard nondisclosure agreements without review and approval by the Company’s
Legal Department. In addition, all Company materials that contain Company
confidential information, including presentations, must be reviewed and approved
by the Company’s Legal Department prior to publication or use.




Furthermore,
any employee publication or publicly made statement that might be perceived or
construed as attributable to the Company, made outside the scope of his or her
employment with the Company, must be reviewed and approved in writing in advance
by the Company’s Legal Department and must include the Company’s standard
disclaimer that the publication or statement represents the views of the
specific author and not of the Company.




(iii)  Requests by Regulatory
Authorities . The
Company and its directors, officers, employees, agents and contractors must
cooperate with appropriate government inquiries and investigations. In this
context, however, it is important to protect the legal rights of the Company
with respect to its confidential information. All government requests for
information, documents or investigative interviews must be referred to the
Company’s Legal Department. No financial information may be disclosed without
the prior approval of the Chief Financial Officer.




8


(iv)  Company
Spokespeople . Specific
policies have been established regarding who may communicate information to the
press and the financial analyst community. All inquiries or calls from the press
and financial analysts should be referred to the Chief Financial Officer or
Investor Relations Department. The Company has designated its CEO, CFO and
Investor Relations Department as official Company spokespeople for financial
matters. The Company has designated its Investor Relations Department as
official Company spokespeople for marketing, technical and other such
information. These designees are the only people who may communicate with the
press on behalf of the Company.




F.
            Obligations Under Securities
      Laws- “Insider” Trading




Obligations
under the U.S. securities laws apply to everyone. In the normal course of
business, officers, directors, employees, agents, contractors and consultants of
the Company may come into possession of significant, sensitive information. This
information is the property of the Company -- you have been entrusted with it.
You may not profit from it by buying or selling securities yourself, or passing
on the information to others to enable them to profit or for them to profit on
your behalf. The purpose of this policy is both to inform you of your legal
responsibilities and to make clear to you that the misuse of sensitive
information is contrary to Company policy and U.S. securities laws.




Insider
trading is a crime, penalized by fines of up to $5,000,000 and twenty (20) years
in jail for individuals. In addition, the SEC may seek the imposition of a civil
penalty of up to three (3) times the profits made or losses avoided from the
trading. Insider traders must also disgorge any profits made, and are often
subjected to an injunction against future violations. Finally, insider traders
may be subjected to civil liability in private lawsuits.




Employers
and other controlling persons (including supervisory personnel) are also at risk
under U.S. securities laws. Controlling persons may, among other things, face
penalties of the greater of $5,000,000 or three (3) times the profits made or
losses avoided by the trader if they recklessly fail to take preventive steps to
control insider trading.




Thus, it
is important both to you and the Company that insider-trading violations not
occur. You should be aware that stock market surveillance techniques are
becoming increasingly sophisticated, and the chance that U.S. federal or other
regulatory authorities will detect and prosecute even small-level trading is
significant. Insider trading rules are strictly enforced, even in instances when
the financial transactions seem small. You should contact the Chief Financial
Officer or the Legal Department if you are unsure as to whether or not you are
free to trade.




The
Company has imposed a trading blackout period on members of the Board of
Directors, executive officers and certain designated employees who, as a
consequence of their position with the Company, are more likely to be exposed to
material nonpublic information about the Company. These directors, executive
officers and employees generally may not trade in Company securities during the
blackout periods.




For more
details, and to determine if you are restricted from trading during trading
Blackout periods, you should review the Company’s Insider Trading Policy and
Written Disclosure Policy. You can request a copy of these policies from the
Legal Department. You should take a few minutes to read the Insider Trading
Policy carefully, paying particular attention to the specific policies and the
potential criminal and civil liability and/or disciplinary action for insider
trading violations. Directors, officers, employees, agents and contractors of
the Company who violate this Policy are also subject to disciplinary action by
the Company, which may include termination of employment or of business
relationship. All questions regarding the Company’s Insider Trading Policy and
Written Disclosure Policy should be directed to the Company’s Chief Financial
Officer or Legal Department.




9


G.
            Prohibition against Short
      Selling of Company Stock




No
Company director, officer or other employee, agent or contractor may, directly
or indirectly, sell any equity security, including derivatives, of the Company
if he or she (1) does not own the security sold, or (2) if he or she owns the
security, does not deliver it against such sale (a “short sale against the box”)
within twenty (20) days thereafter, or does not within five (5) days after such
sale deposit it in the mails or other usual channels of transportation. No
Company director, officer or other employee, agent or contractor may engage in
short sales. A short sale, as defined in this policy, means any transaction
whereby one may benefit from a decline in the Company’s stock price. While
securities law does not prohibit employees who are not executive officers or
directors from engaging in short sales of Company securities, the Company has
adopted as policy that employees may not do so.




H.
            Use of Company’s
      Assets




(i)  General . Protecting
the Company’s assets is a key fiduciary responsibility of every director,
officer, employee, agent and contractor. Care should be taken to ensure that
assets are not misappropriated, loaned to others, or sold or donated, without
appropriate authorization. All Company directors, officers, employees, agents
and contractors are responsible for the proper use of Company assets, and must
safeguard such assets against loss, damage, misuse or theft.




Directors,
officers, employees, agents or contractors who violate any aspect of this policy
or who demonstrate poor judgment in the manner in which they use any Company
asset may be subject to disciplinary action, up to and including termination of
employment or business relationship at the Company’s sole discretion. Company
equipment and assets are to be used for Company business purposes only.
Directors, officers, employees, agents and contractors may not use Company
assets for personal use, nor may they allow any other person to use Company
assets. All questions regarding this policy should be brought to the attention
of the Company’s Human Resources Department.




(ii)  Physical Access
Control . The
Company has and will continue to develop procedures covering physical access
control to ensure privacy of communications, maintenance of the security of the
Company communication equipment, and safeguard Company assets from theft, misuse
and destruction. You are personally responsible for complying with the level of
access control that has been implemented in the facility where you work on a
permanent or temporary basis. You must not defeat or cause to be defeated the
purpose for which the access control was implemented.




10


(iii)  Company Funds




. Every
Company director, officer or employee is personally responsible for all Company
funds over which he or she exercises control. Company agents and contractors
should not be allowed to exercise control over Company funds. Company funds must
be used only for Company business purposes. Every Company director, officer,
employee, agent and contractor must take reasonable steps to ensure that the
Company receives good value for Company funds spent, and must maintain accurate
and timely records of each and every expenditure. Expense reports must be
accurate and submitted in a timely manner. Company directors, officers,
employees, agents and contractors must not use Company funds for any personal
purpose.




(iv)  Computers and Other
Equipment . The
Company strives to furnish directors, officers and employees with the equipment
necessary to efficiently and effectively do their jobs. You must care for that
equipment and use it responsibly only for Company business purposes. If you use
Company equipment at your home or off site, take precautions to protect it from
theft or damage, just as if it were your own. If the Company no longer employs
you, you must immediately return all Company equipment. While computers and
other electronic devices are made accessible to directors, officers and
employees to assist them to perform their jobs and to promote Company’s
interests, all such computers and electronic devices, whether used entirely or
partially on the Company’s premises or with the aid of the Company’s equipment
or resources, must remain fully accessible to the Company and, to the maximum
extent permitted by law, will remain the sole and exclusive property of the
Company.




Directors,
officers, employees, agents and contractors should not maintain any expectation
of privacy with respect to information transmitted over, received by, or stored
in any electronic communications device owned, leased, or operated in whole or
in part by or on behalf of the Company. To the extent permitted by applicable
law, the Company retains the right to gain access to any information received
by, transmitted by, or stored in any such electronic communications device, by
and through its directors, officers, employees, agents, contractors, or
representatives, at any time, either with or without a director’s, officer’s,
employee’s or third party’s knowledge, consent or approval.




(v)  Software . All
software used by directors, officers and employees to conduct Company business
must be appropriately licensed. Never make or use illegal or unauthorized copies
of any software, whether in the office, at home, or on the road, since doing so
may constitute copyright infringement and may expose you and the Company to
potential civil and criminal liability. In addition, use of illegal or
unauthorized copies of software may subject the director, officer and employee
to disciplinary action, up to and including termination. The Company’s IT
Department will inspect Company computers periodically to verify that only
approved and licensed software has been installed. Any non-licensed/supported
software will be removed.




(vi)  Electronic Usage . The
purpose of this policy is to make certain that directors, officers and employees
utilize electronic communication devices in a legal, ethical, and appropriate
manner. This policy addresses the Company’s responsibilities and concerns
regarding the fair and proper use of all electronic communications devices
within the organization, including computers, e-mail, connections to the
Internet, intranet and extranet and any other public or private networks, voice
mail, video conferencing, facsimiles, and telephones. Posting or discussing
information concerning the Company’s products or business on the Internet
without the prior written consent of the Company’s Chief Financial Officer is
prohibited. Any other form of electronic communication used by directors,
officers or employees currently or in the future is also intended to be
encompassed under this policy. It is not possible to identify every standard and
rule applicable to the use of electronic communications devices. Directors,
officers and employees are therefore encouraged to use sound judgment whenever
using any feature of our communications systems. You are expected to review,
understand and follow such policies and procedures.




11


I.
            Maintaining and Managing
      Records




The
purpose of this policy is to set forth and convey the Company’s business and
legal requirements in managing records, including all recorded information,
regardless of medium or characteristics. Records include paper documents, CDs,
computer hard disks, email, floppy disks, microfiche, microfilm or all other
media. Local, state, federal, foreign and other applicable laws, rules and
regulations to retain certain records and to follow specific guidelines in
managing its records require the Company to comply with such mandates. Civil and
criminal penalties for failure to comply with such guidelines can be severe for
directors, officers, employees, agents, contractors and the Company, and failure
to comply with such guidelines may subject the director, officer, employee,
agent or contractor to disciplinary action, up to and including termination of
employment or business relationship at the Company’s sole discretion. All
original executed documents that evidence contractual commitments or other
obligations of the Company must be forwarded to the Legal Department promptly
upon completion. Such documents will be maintained and retained in accordance
with the Company’s record retention policies




J.
            Records on Legal
      Hold.




A legal
hold suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or
government investigations. The Company’s Legal Department determines and
identifies what types of Company records or documents are required to be placed
under a legal hold. Every Company director, officer, employee, agent and
contractor must comply with this policy. Failure to comply with this policy may
subject the director, officer, employee, agent or contractor to disciplinary
action, up to and including termination of employment or business relationship
at the Company’s sole discretion.




The
Company’s Legal Department will notify you if a legal hold is placed on records
for which you are responsible. You then must preserve and protect the necessary
records in accordance with instructions from the Company’s Legal Department.




RECORDS OR SUPPORTING DOCUMENTS THAT
HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED
UNDER ANY CIRCUMSTANCES.




A legal
hold remains effective until it is officially released in writing by the
Company’s Legal Department.




12


If you
are unsure whether a document has been placed under a legal hold, you should
preserve and protect that document while you check with the Company’s Legal
Department. If you have any questions about this policy you should contact the
Company’s Legal Department.




K.
            Payment
      Practices




(i)  Accounting
Practices . The
Company’s responsibilities to its stockholders and the investing public require
that all transactions be fully and accurately recorded in the Company’s books
and records in compliance with all applicable laws. False or misleading entries,
unrecorded funds or assets, or payments without appropriate supporting
documentation and approval are strictly prohibited and violate Company policy
and the law.




Additionally,
all documentation supporting a transaction should fully and accurately describe
the nature of the transaction and be processed in a timely fashion.




(ii)  Political
Contributions . The
Company reserves the right to communicate its position on important issues to
elected representatives and other government officials. It is the Company’s
policy to comply fully with all local, state, federal, foreign and other
applicable laws, rules and regulations regarding political contributions. The
Company’s funds or assets must not be used for, or be contributed to, political
campaigns or political practices under any circumstances without the prior
written approval of the Company’s Board of Directors.




(iii)  Prohibition of
Inducements . Under no
circumstances may directors, officers, employees, agents or contractors offer to
pay, make payment, promise to pay, or issue authorization to pay any money,
gift, or anything of value to customers, vendors, consultants, etc. that is
perceived as intended, directly or indirectly, to improperly influence any
business decision, any act or failure to act, any commitment of fraud, or
opportunity for the commission of any fraud. Inexpensive gifts, infrequent
business meals, celebratory events and entertainment, provided that they are not
excessive or create an appearance of impropriety, do not violate this policy.
Questions regarding whether a particular payment or gift violates this policy
should be directed to Human Resources or the Legal Department.




L.
            Foreign Corrupt Practices
      Act.




The
Company requires full compliance with the Foreign Corrupt Practices Act
(“ FCPA ”) by all
of its directors, officers, employees, agents, and contractors.




The
anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt
offer, payment, promise to pay, or authorization to pay any money, gift, or
anything of value to any foreign official, or any foreign political party,
candidate or official, for the purpose of: influencing any act or failure to
act, in the official capacity of that foreign official or party; or inducing the
foreign official or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or
direct business to anyone.




All
Company directors, officers, employees, agents and contractors whether located
in the United States or abroad, are responsible for FCPA compliance and the
procedures to ensure FCPA compliance.




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All
managers and supervisory personnel are expected to monitor continued compliance
with the FCPA to ensure compliance with the highest moral, ethical and
professional standards of the Company. FCPA compliance includes the Company’s
policy on Maintaining and Managing Records in Section III.I of this Code of
Business Conduct and Ethics.




Laws in
most countries outside of the United States also prohibit or restrict government
officials or employees of government agencies from receiving payments,
entertainment, or gifts for the purpose of winning or keeping business. No
contract or agreement may be made with any business in which a government
official or employee holds a significant interest, without the prior approval of
the Company’s Board of Directors.




M.
            Export
      Controls




A number
of countries maintain controls on the destinations to which products or software
may be exported. Some of the strictest export controls are maintained by the
United States against countries that the U.S. government considers unfriendly or
as supporting international terrorism. The U.S. regulations are complex and
apply both to exports from the United States and to exports of products from
other countries, when those products contain U.S.-origin components or
technology. Software created in the United States is subject to these
regulations even if duplicated and packaged abroad. In some circumstances, an
oral presentation containing technical data made to foreign nationals in the
United States may constitute a controlled export. The Legal Department can
provide you with guidance on which countries are prohibited destinations for
Company products or whether a proposed technical presentation to foreign
nationals may require a U.S. Government license.




IV.
            RESPONSIBILITIES TO OUR
      CUSTOMERS AND OUR SUPPLIERS




A.
            Customer
      Relationships




If your
job puts you in contact with any Company customers or potential customers, it is
critical for you to remember that you represent the Company to the people with
whom you are dealing. Act in a manner that creates value for our customers and
helps to build a relationship based upon trust. The Company and its employees
have provided products and services for many years and have built up significant
goodwill over that time. This goodwill is one of our most important assets, and
the Company employees, agents and contractors must act to preserve and enhance
our reputation.




B.
            Payments or Gifts from
      Others




Under no
circumstances may directors, officers, employees, agents or contractors accept
any offer, payment, promise to pay, or authorization to pay any money, gift, or
anything of value from customers, vendors, consultants, etc. that is perceived
as intended, directly or indirectly, to influence any business decision, any act
or failure to act, any commitment of fraud, or opportunity for the commission of
any fraud. Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy are to be directed to Human
Resources or the Legal Department.




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Gifts
given by the Company to suppliers or customers or received from suppliers or
customers should always be appropriate to the circumstances and should never be
of a kind that could create an appearance of impropriety. The nature and cost
must always be accurately recorded in the Company’s books and
records.




C.
            Publications of
      Others




The
Company subscribes to many publications that help directors, officers and
employees do their jobs better. These include newsletters, reference works,
online reference services, magazines, books, and other digital and printed
works. Copyright law generally protects these works, and their unauthorized
copying and distribution constitute copyright infringement. You must first
obtain the consent of the publisher of a publication before copying publications
or significant parts of them. When in doubt about whether you may copy a
publication, consult the Legal Department.




D.
            Handling the Confidential
      Information of Others




The
Company has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their
products or business plans to induce the Company to enter into a business
relationship. At other times, we may request that a third party provide
confidential information to permit the Company to evaluate a potential business
relationship with that party. Whatever the situation, we must take special care
to handle the confidential information of others responsibly. We handle such
confidential information in accordance with our agreements with such third
parties. See also the Company’s policy on Maintaining and Managing Records in
Section III.I of this Code of Business Conduct and Ethics.




(i)  Appropriate Nondisclosure
Agreements . Confidential
information may take many forms. An oral presentation about a company’s product
development plans may contain protected trade secrets. A customer list or
employee list may be a protected trade secret. A demo of an alpha version of a
company’s new software may contain information protected by trade secret and
copyright laws.




You
should never accept information offered by a third party that is represented as
confidential, or which appears from the context or circumstances to be
confidential, unless an appropriate nondisclosure agreement has been signed with
the party offering the information.




THE LEGAL DEPARTMENT CAN PROVIDE
NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL COORDINATE
APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY.




Even
after a nondisclosure agreement is in place, you should accept only the
information necessary to accomplish the purpose of receiving it, such as a
decision on whether to proceed to negotiate a deal. If more detailed or
extensive confidential information is offered and it is not necessary, for your
immediate purposes, it should be refused.




(ii)  Need-to-Know . Once a
third party’s confidential information has been disclosed to the Company, we
have an obligation to abide by the terms of the relevant nondisclosure agreement
and limit its use to the specific purpose for which it was disclosed and to
disseminate it only to other Company employees with a need to know the
information. Every director, officer, employee, agent and contractor involved in
a potential business relationship with a third party must understand and
strictly observe the restrictions on the use and handling of confidential
information. When in doubt, consult the Legal Department.




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 (iii)  Notes and Reports . When
reviewing the confidential information of a third party under a nondisclosure
agreement, it is natural to take notes or prepare reports summarizing the
results of the review and, based partly on those notes or reports, to draw
conclusions about the suitability of a business relationship. Notes or reports,
however, can include confidential information disclosed by the other party and
so should be retained only long enough to complete the evaluation of the
potential business relationship. Subsequently, they should be either destroyed
or turned over to the Legal Department for safekeeping or destruction. They
should be treated just as any other disclosure of confidential information is
treated: marked as confidential and distributed only to those the Company
employees with a need to know.




(iv)  Competitive
Information . You
should never attempt to obtain a competitor’s confidential information by
improper means, and you should especially never contact a competitor regarding
their confidential information. While the Company may, and does, employ former
employees of competitors, we recognize and respect the obligations of those
employees not to use or disclose the confidential information of their former
employers.




E.
            Selecting
      Suppliers




The
Company’s suppliers make significant contributions to our success. To create an
environment where our suppliers have an incentive to work with the Company, they
must be confident that they will be treated lawfully and in an ethical manner.
The Company’s policy is to purchase supplies based on need, quality, service,
price and terms and conditions. The Company’s policy is to select significant
suppliers or enter into significant supplier agreements though a competitive bid
process where possible. Under no circumstances should any Company director,
officer, employee, agent or contractor attempt to coerce suppliers in any way.
The confidential information of a supplier is entitled to the same protection as
that of any other third party and must not be received before an appropriate
nondisclosure agreement has been signed. A supplier’s performance should never
be discussed with anyone outside the Company. A supplier to the Company is
generally free to sell its products or services to any other party, including
competitors of the Company. In some cases where the products or services have
been designed, fabricated, or developed to our specifications the agreement
between the parties may contain restrictions on sales.




F.
            Government
      Relations




It is the
Company’s policy to comply fully with all applicable laws and regulations
governing contact and dealings with government employees and public officials,
and to adhere to high ethical, moral and legal standards of business conduct.
This policy includes strict compliance with all local, state, federal, foreign
and other applicable laws, rules and regulations.




If you
have any questions concerning government relations you should contact the
Company’s Legal Department.




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G.
            Lobbying




Directors,
officers, employees, agents or contractors whose work requires lobbying
communication with any member or employee of a legislative body or with any
government official or employee in the formulation of legislation must have
prior written approval of such activity from the Company’s Legal Department.
Activity covered by this policy includes meetings with legislators or members of
their staffs or with senior executive branch officials. Preparation, research,
and other background activities that are done in support of lobbying
communication are also covered by this policy even if the communication
ultimately is not made.




H.
            Government
      Contracts




It is the
Company’s policy to comply fully with all applicable laws and regulations that
apply to government contracting. It is also necessary to strictly adhere to all
terms and conditions of any contract with local, state, federal, foreign or
other applicable governments.




The
Company’s Legal Department must review and approve all contracts with any
government entity.




I.
            Free and Fair
      Competition




Most
countries have well-developed bodies of law designed to encourage and protect
free and fair competition. The Company is committed to obeying both the letter
and spirit of these laws. The consequences of not doing so can be severe for all
of us.




These
laws often regulate the Company’s relationships with its distributors,
resellers, dealers, and customers. Competition laws generally address the
following areas: pricing practices (including price discrimination),
discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive dealerships or distributorships, product bundling,
restrictions on carrying competing products, termination, and many other
practices.




Competition
laws also govern, usually quite strictly, relationships between the Company and
its competitors. As a general rule, contacts with competitors should be limited
and should always avoid subjects such as prices or other terms and conditions of
sale, customers, and suppliers. Employees, agents or contractors of the Company
may not knowingly make false or misleading statements regarding its competitors
or the products of its competitors, customers or suppliers. Participating with
competitors in a trade association or in a standards creation body is acceptable
when the association has been properly established, has a legitimate purpose,
and has limited its activities to that purpose.




No
director, officer, employee, agent or contractor shall at any time or under any
circumstances enter into an agreement or understanding, written or oral, express
or implied, with any competitor concerning prices, discounts, other terms or
conditions of sale, profits or profit margins, costs, allocation of product or
geographic markets, allocation of customers, limitations on production, boycotts
of customers or suppliers, or bids or the intent to bid or even discuss or
exchange information on these subjects. In some cases, legitimate joint ventures
with competitors may permit exceptions to these rules as may bona fide purchases
from or sales to competitors on non-competitive products, but the Company’s
Legal Department must review all such proposed ventures in advance. These
prohibitions are absolute and strict observance is required.




17


Collusion
among competitors is illegal, and the consequences of a violation are severe.
Although the spirit of these laws, known as “antitrust,” “competition,” or
“consumer protection” or unfair competition laws, is straightforward, their
application to particular situations can be quite complex. To ensure that the
Company complies fully with these laws, each of us should have a basic knowledge
of them and should involve our Legal Department early on when questionable
situations arise.




J.
            Industrial
      Espionage




It is the
Company’s policy to lawfully compete in the marketplace. This commitment to
fairness includes respecting the rights of our competitors and abiding by all
applicable laws in the course of competing. The purpose of this policy is to
maintain the Company’s reputation as a lawful competitor and to help ensure the
integrity of the competitive marketplace. The Company expects its competitors to
respect our rights to compete lawfully in the marketplace, and we must respect
their rights equally. Company directors, officers, employees, agents and
contractors may not steal or unlawfully use the information, material, products,
intellectual property, or proprietary or confidential information of anyone
including suppliers, customers, business partners or competitors.




V.
            WAIVERS




Any
waiver of any provision of this Code of Business Conduct and Ethics for a member
of the Company’s Board of Directors or an executive officer must be approved in
writing by the Company’s Board of Directors and promptly disclosed. Any waiver
of any provision of this Code of Business Conduct and Ethics with respect any
other employee, agent or contractor must be approved in writing by the Company’s
Legal Department.




VI.
            DISCIPLINARY
      ACTIONS




The
matters covered in this Code of Business Conduct and Ethics are of the utmost
importance to the Company, its stockholders and its business partners, and are
essential to the Company’s ability to conduct its business in accordance with
its stated values. We expect all of our directors, officers, employees, agents,
contractors and consultants to adhere to these rules in carrying out their
duties for the Company.




The
Company will take appropriate action against any director, officer, employee,
agent, contractor or consultant whose actions are found to violate these
policies or any other policies of the Company. Disciplinary actions may include
immediate termination of employment or business relationship at the Company’s
sole discretion. Where the Company has suffered a loss, it may pursue its
remedies against the individuals or entities responsible. Where laws have been
violated, the Company will cooperate fully with the appropriate
authorities.




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VII.
            ACKNOWLEDGMENT OF RECEIPT OF
      CODE OF BUSINESS CONDUCT AND
ETHICS




I have
received and read the Company’s Code of Business Conduct and Ethics. I
understand the standards and policies contained in the Company Code of Business
Conduct and Ethics and understand that there may be additional policies or laws
specific to my job. I further agree to comply with the Company Code of Business
Conduct and Ethics.




If I have
questions concerning the meaning or application of the Company Code of Business
Conduct and Ethics, any Company policies, or the legal and regulatory
requirements applicable to my job, I know I can consult my manager, the Human
Resources Department or the Legal Department, knowing that my questions or
reports to these sources will be maintained in confidence. I acknowledge that I
may report violations of the Code of Business Conduct and Ethics to the Human
Resources Department.









Director,
Officer or Employee Name




Date:




Please
sign and return this form to the Human Resources Department.




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