**ZAGG
        INCORPORATED**
 Code
        of
        Business Conduct and Ethics
 Adopted
        March 16, 2007
 
 
 **INTRODUCTION**
 
 Ethical
        business conduct is critical to our business and the responsibility of all
        of
        us. This Code of Business Conduct and Ethics (the "Code") has been developed
        as
        a guide to our legal and ethical responsibilities. This Code of Business
        Conduct
        and Ethics is designed to deter wrongdoing and to promote:
 
 ·
              honest
                  and ethical conduct, including the ethical handling of actual or
                  apparent
                  conflicts of interest between personal and professional
                  relationships.
 ·
              full,
                  fair, accurate, timely and understandable disclosure in reports
                  and
                  documents we file with or submit to the U.S. Securities and Exchange
                  Commission (the "SEC") and in our other public
                  communications;
 ·
              compliance
                  with applicable laws, rules and
                  regulations;
 ·
              the
                  prompt internal reporting of violations of this Code; and
 ·
              accountability
                  for adherence to this Code.
 
 This
        Code
        applies to all directors, officers and employees of Innovative Zagg
        Incorporated., its subsidiaries and any subsidiaries it may form in the future
        (collectively, "Zagg" or the "Company").
 
 This
        Code
        should help guide your conduct in the course of our business. Many of the
        principles described in this Code, however, are general in nature, and the
        Code
        does not cover every situation that may arise. Use common sense and good
        judgment in applying this Code. If you have any questions about the Code,
        or are
        unsure about whether an action or inaction that you intend to take is permitted
        under the Code, please contact our Chief Financial Officer.
 
 We
        are
        committed to continuously reviewing and updating our policies and procedures.
        We
        therefore, reserve the right to amend, alter or terminate this Code at any
        time
        and for any reason, subject to applicable law. This Code is not the exclusive
        source of guidance and information regarding the conduct of our business.
        You
        should consult applicable policies and procedures for more specific instruction,
        including but not limited to our Employee Handbook, and your employment
        agreements, if any. Although reference is made herein to such policies and
        procedures of the Company, including our Employee Handbook (the "Handbook"),
        these references only are meant to provide more detailed information and
        do not
        serve to incorporate such policies and procedures into this Code.
 Part
        of
        your job and ethical responsibility is to help enforce this Code. You should
        be
        alert to possible violations and report possible violations to our Chief
        Financial Officer pursuant to the "Whistleblower Process" described
        below.
 Violations
        of law, this Code or other Company policies or procedures can lead to
        disciplinary action up to and including employment termination.
 
 
 
  
  **BASIC
        PRINCIPLES**
 
 **Compliance
        with Government and Industry Regulation**
 
 You
        must
        comply with all applicable federal, state and local laws, regulations, rules
        and
        regulatory orders applicable to our business. Each employee, director, agent,
        contractor and consultant must acquire appropriate knowledge of the requirements
        of his or her locale relating to his or her duties sufficient to enable him
        or
        her to recognize potential dangers and to know when to seek advice from our
        legal counsel. Violations of laws, regulations, rules and orders may subject
        the
        employee, director, agent, contractor or consultant to individual criminal
        or
        civil liability, as well as to discipline by Zagg. These violations may also
        subject Zagg to civil or criminal liability and/or the loss of
        business.
 
 **Insider
        Trading**
 
 If
        you
        have material non-public information relating to Zagg, it is our policy that
        neither you (nor any of your relatives) may buy or sell any Zagg securities
        or
        engage in any other action to take advantage of, or pass on to others, that
        information. This policy also applies to information relating to any other
        company, including our partners, competitors, affiliates, customers or companies
        affiliated with our customers, obtained in the course of your employment
        or
        service with us. Questions regarding insider trading should be addressed
        to our
        Chief Financial Officer or legal counsel.
 
 **Prohibition
        Against Short Selling of Company Stock**
 
 No
        Zagg
        director, officer or other employee, agent, contractor or consultant may,
        directly or indirectly, sell any Zagg equity security, including derivatives,
        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 days thereafter, or does not within five days after such sale
        deposit it in the mails or other usual channels of transportation. Also,
        no Zagg
        director, officer or other employee, agent, contractor or consultant may
        engage
        in any other types of short sales. A short sale, for these purposes, means
        any
        transaction whereby one may benefit from a decline in the price of Zagg stock.
        Such transactions would not only violate this Code, but in many instances
        would
        also violate U.S. or local securities laws.
 
 **Free
        and Fair Competition**
 
 Zagg
        is
        committed to obeying both the letter and spirit of laws designed to encourage
        and protect free and fair competition, which generally address the following
        areas: pricing practices (including price discrimination), discounting, terms
        of
        sale, promotional allowances, product bundling, termination, and many other
        practices.
 Competition
        laws also govern, usually quite strictly, relationships between Zagg 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 affiliates. Employees, directors, agents, contractors
        or
        consultants may not knowingly make false or misleading statements regarding
        Zagg's competitors or the products of its competitors, customers or suppliers.
        Participation with competitors in a trade association is acceptable when
        the
        association has been properly established, has a legitimate purpose, has
        limited
        its activities to that purpose and such participation has been approved by
        a
        supervisor.
 
 You
        should never 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, rebates, referrals,
        allocation of product or geographic markets, allocation of customers, or
        boycotts of customers or suppliers, or even discuss or exchange information
        on
        these subjects. In some cases, legitimate joint ventures with competitors
        may
        permit exceptions to these rules, but our Chief Financial Officer must review
        all such proposed ventures in advance. These prohibitions are absolute and
        strict observances are required. Collusion among competitors is illegal,
        and the
        consequences of a violation are severe.
 
  2
  Although
        the spirit of these laws, known as "antitrust," or "competition," or "consumer
        protection" or "unfair competition" laws, is straightforward, their application
        to particular situations can be quite complex. To ensure that Zagg complies
        fully with these laws, each of us should have a basic knowledge of them and
        should involve our Chief Financial Officer early on when questionable situations
        arise.
 
 **Business
        Records**
 
 Accuracy.
        Zagg requires its employees to honestly and accurately record and report
        financial and other business information in order to make responsible business
        decision and full, fair, accurate, timely and understandable financial and
        other
        disclosures to regulatory agencies and the public. Zagg is legally required
        to
        maintain an effective system of internal controls to ensure that transactions
        are properly authorized, assets are safeguarded, financial records are reliable
        and operations are conducted in accordance with directives of the Board of
        Directors and management. All of our books, records, accounts and financial
        statements must be maintained in reasonable detail, most appropriately reflect
        Zagg's transactions and must conform both to applicable legal requirements
        and
        to our system of internal controls.
 
 To
        maintain the integrity of the accounting records, all entries in Zagg's book
        and
        records must be prepared carefully and honestly and must be supported by
        adequate documentation to provide a complete, accurate, and auditable record.
        All employees have a responsibility to ensure that their work is fair and
        accurate. No false or misleading entry may be made for any reason, and no
        employee may assist any other person in making a false or misleading
        entry.
 
 Employees
        must timely communicate required information to our management to enable
        decisions regarding disclosure. Public statements and filings regarding our
        business and financial status must be true, accurate, complete, and not
        misleading in all material respects. Business records and communications
        often
        become public and all officers, directors and employees should avoid
        exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
        of people and companies.
 
 Full
        disclosure reinforces responsibility and acts as a powerful deterrent to
        wrongdoing. Therefore, undisclosed or unrecorded transactions are not allowed
        for any purpose. Any employee having information or knowledge of any undisclosed
        or unrecorded transaction or the falsification of records should report it
        promptly as detailed under the heading 'Whistleblower Process".
 
 Maintaining
        and Managing Records. We are required by local, state, federal, foreign and
        other applicable laws, rules and regulations to retain certain records and
        to
        follow specific guidelines in managing our records. Records include email,
        paper
        documents, CDs, computer hard disks, floppy disks, and all other media. Civil
        and criminal penalties for failure to comply with such guidelines can be
        severe
        for employees, directors, agents, contractors and Zagg, and failure to comply
        with such guidelines may subject the employee, director, agent, contractor
        or
        consultant to disciplinary action, up to and including termination of employment
        or business relationship at Zagg's sole discretion.
 A
        legal
        hold suspends all document destruction procedures in order to preserve
        appropriate records under special circumstances, such as litigation or
        government investigations. Our Chief Financial Officer, determines and
        identifies what types of company records or documents are required to be
        placed
        under a legal hold. Every employee, director, agent, contractor and consultant
        must comply with this policy. Failure to comply with this policy may subject
        the
        employee, director, agent, contractor or consultant to disciplinary action,
        up
        to and including termination of employment or business relationship at Zagg's
        sole discretion.
 
 Our
        Chief
        Financial Officer 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 our Chief Financial Officer. 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 our Chief Financial
        Officer. 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
        our
        Chief Financial Officer. If you have any questions about this policy you
        should
        contact our Chief Financial Officer.
  3
  **Confidential
        or Copyrighted Information**
 
 Zagg
        Confidential Information. Zagg's confidential information is a valuable asset.
        Our confidential information includes proprietary technology, product designs,
        names and lists of customers and employees, business plans and financial
        information. This information is the property of Zagg and may be protected
        by
        patent, trademark, copyright and trade secret laws. All confidential information
        must be used for Zagg business purposes only. Every employee, director, agent,
        contractor and consultant must safeguard it.
 
 When
        you
        joined Zagg, you signed and agreement to protect and hold confidential Zagg's
        proprietary information. This agreement remains in effect for as long as
        you
        work for Zagg and after you leave Zagg. Under this agreement, you may not
        disclose Zagg's confidential information to anyone or use it to benefit anyone
        other than Zagg without the prior written consent of an authorized Zagg
        officer.
 
 To
        further Zagg'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 management
        that disclosure of confidential information is necessary, you must then contact
        our Chief Financial Officer to ensure that an appropriate written nondisclosure
        agreement is signed prior to the disclosure. Zagg has standard nondisclosure
        agreements suitable for most disclosures. You must not sign another company's
        nondisclosure agreement or accept changes to our standard nondisclosure
        agreements without review and approval by our Chief Financial Officer.
        Nondisclosure agreements may only be signed by an authorized Zagg employee.
        You
        are also responsible for properly labeling any and all documentation shared
        with
        or correspondence sent to our outside counsel as "Attorney-Client
        Privileged."
 
 Confidential
        Information of Others. You must take special care to handle the confidential
        information of others responsibly. You should never accept information offered
        by another company 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.
        Our Chief Financial Officer can provide nondisclosure agreements to fit any
        particular situation, and will coordinate appropriate execution of such
        agreements on behalf of Zagg. Even after a nondisclosure agreement is in
        place,
        you should accept only the information necessary to accomplish the purpose
        of
        receiving it. If more detailed or extensive confidential intonation is offered
        and it is not necessary for your immediate purposes, it should be
        refused.
 
 Once
        another company's confidential informational has been disclosed to us, 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 employees with a need to know the information.
        Every employee, director, agent, contractor and consultant involved in a
        potential business relationship with another company must understand and
        strictly observe the restrictions on the use and handling of confidential
        information. When in doubt, consult our Chief Financial Officer.
 
 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 we may interview and/or 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, and you should refrain from seeking such information.
 
 You
        should never steal or unlawfully use the information, material, products,
        intellectual property, or proprietary or confidential information of third
        parties, including customers, business partners or competitors.
 Copyrighted
        Information. Zagg subscribes to newsletters, reference works, online reference
        services, magazines, books, and other digital and printed works. Zagg also
        licenses copyrighted computer software. Copyright law generally protects
        these
        works, and their unauthorized copying and distribution constitute copyright
        infringement. Unauthorized duplication of copyrighted works violates the
        law and
        is contrary to our standards of conduct. You must first obtain the consent
        of
        the copyright holder before copying these works or significant parts of them.
        When in doubt about whether you may copy a publication, consult our Chief
        Financial Officer.
 
  4
  **Protection
        and Proper Use of Zagg Assets**
 
 Computers
        and Other Equipment. To the extent that Zagg has furnished you with equipment,
        you must care for that equipment and use it responsibly only for Zagg business
        purposes. While computers and other electronic devices arc made available
        to
        certain employees to assist them to perform their jobs, all computers and
        electronic devices, whether used entirely or partially on Zagg's promises
        or
        with the aid of Zagg's equipment or resources, must remain fully accessible
        to
        Zagg and, to the maximum extent permitted by law, will remain the sole and
        exclusive property of Zagg. Any loss, misuse or suspected theft of computers
        or
        other equipment should be reported to a supervisor or the Chief Financial
        Officer.
 
 You
        are
        expected to use electronic communication devices in a legal, ethical and
        appropriate manner. You 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 Zagg. To the extent permitted by applicable law, Zagg
        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
        employees, directors, agents, contractors, or representatives, at any time,
        either with or without an employee's or third party's knowledge, consent
        or
        approval.
 
 All
        software used by 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 Zagg to potential civil and
        criminal liability. In addition, use of illegal or unauthorized copies of
        software may subject the employee to disciplinary action, up to and including
        termination.
 
 Company
        Funds and Employees. You are responsible for all Zagg funds and employees
        over
        which you exercise control. Zagg funds must be used only for Company business
        purposes and Zagg employees must perform work only for Company business
        purposes. You must take reasonable steps to ensure that Zagg receives good
        value
        for its 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. You must not use Zagg funds or employees for any personal or non-Zagg
        purpose or, without the prior written approval of our Chief Financial Officer
        and, if required, our Board of Directors, for political campaigns or other
        political practices.
 
 **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 our Board
        of
        Directors and the Board of Directors declines to pursue such
        opportunity.
 
 **Conflicts
        of Interest**
 
 Each
        of
        us has a responsibility to Zagg, its stockholders and each other. 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. Zagg is subject to scrutiny from many different individuals
        and organizations. We should always strive to avoid even the appearance of
        impropriety.
 
 Two
        factors that will be considered when determining whether a conflict of interest
        exists are: (1) whether the employee or director is or could be in a position
        to
        influence Zagg's relationship with the competitor, partner, affiliate, or
        customer; and (2) whether the judgment of the employee or director could
        be
        affected, or could appear to be affected, as it relates to the competitor,
        partner, affiliate, or customer because of the significance of the personal
        interest of the employee or director. Conflicts of interest may also arise
        when
        an employee, officer or director (or his or her family members) receives
        improper personal benefits as a result of the employee's, officer's or
        director's position at Zagg.
 
  5
  Without
        limiting the general scope of this policy, the following relationships and
        courses of conduct will be considered to involve conflicts of interest unless
        in
        special circumstances they are specifically approved and compliance with
        this
        policy is waived (i) in the case of a director or executive officer, by our
        Board of Directors, and (ii) in all other cases, by our Chief Financial
        Officer:
 
 ·
              Making
                  personnel decisions based on family or social relationships rather
                  than
                  based on objective job-related
                  criteria.
 ·
              Initiating
                  or approving (explicitly or implicitly) any form of harassment
                  of
                  employees.
 ·
              Serving
                  as an employee, officer or director of a company that (a) is in
                  direct
                  competition with Zagg or (b) is a significant customer, partner,
                  affiliate
                  or contractor of Zagg (meaning a customer, partner, affiliate or
                  contractor whose transactions with Zagg since the beginning of
                  the last
                  fiscal year, or whose currently proposed transactions with Zagg,
                  exceed
                  $60,000).
 ·
              Having
                  a direct or indirect material financial interest in any privately
                  held
                  company that (a) is in direct competition with Zagg or (b) is a
                  significant customer, partner, affiliate or contractor of
                  Zagg.
 ·
              Holding
                  more than a 5% interest in any publicly held company
                  that
 (a)
        is in
        direct competition with Zagg or (b) is a significant customer, partner,
        affiliate or contractor of Zagg.
 ·
              Lending
                  money to, guaranteeing debts of, or borrowing money from a direct
                  competitor or a significant customer, partner, affiliate or contractor
                  of
                  Zagg by or for an employee or director or an immediate relative
                  of an
                  employee or director.
 ·
              Knowingly
                  and improperly using or disclosing to Zagg any proprietary information
                  or
                  trade secrets of any former or concurrent employer, or other person
                  or
                  entity with whom obligations of confidentiality
                  exist.
 ·
              Unlawfully
                  discussing prices, costs, customers, sales or markets with competing
                  companies or their agents, employees or directors, or making any
                  unlawful
                  agreements with respect to prices or
                  markets.
 ·
              Improperly
                  using or authorizing the use of any inventions that are the subject
                  of
                  patent claims of any other person or
                  entity.
 
 With
        respect to Zagg directors and executive officers only, any questions on whether
        a relationship or course of conduct constitutes a conflict of interest should
        be
        submitted to our majority of independent directors. If the majority of
        independent directors determines that a director or executive officer's
        relationship or course of conduct may constitute a conflict of interest,
        it will
        so notify that person and specify a reasonable period of time in which that
        person can take steps to remedy the possible conflict. If the possible conflict
        is not remedied within the specified period of time, the relationship or
        course
        of conduct will be deemed to be a conflict of interest in violation of this
        policy unless the relationship or course of conduct is specifically approved
        and
        compliance with this policy is waived by our Board of Directors.
 
 With
        respect to Zagg non-executive employees only, any other employment, consulting
        or other business activity must be disclosed to and approved in writing by
        our
        Chief Financial Officer, in which case the activity will not be deemed to
        constitute a conflict of interest in violation of this policy. However, if
        that
        activity is prohibited by the terms of that person's employment agreement
        with
        the Company, the employee must also obtain a written waiver of the relevant
        terms of the employment agreement before engaging in such an
        activity.
 
 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 our Chief Financial
        Officer.
 
 **Payments
        or Gifts from Others**
 
 Under
        no
        circumstances may employees, directors, agents, contractors or consultants
        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 any 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 our Chief Financial Officer.
 
  6
  Gifts
        given by Zagg 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 our books and records.
 
 **Foreign
        Corrupt Practices Act**
 
 Zagg
        requires full compliance with the Foreign Corrupt Practices Act ("FCPA")
        by all
        of its employees, directors, agents, contractors and consultants. All employees,
        directors, agents, contractors and consultants, whether located in the United
        States or abroad, are responsible for FCPA compliance and the procedures
        to
        ensure FCPA compliance. All managers and supervisory personnel are expected
        to
        monitor continued compliance with the FCPA to ensure compliance with the
        moral,
        ethical and professional standards. FCPA compliance includes our policy on
        Maintaining and Managing Records discussed above. In addition, 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 our
        Chief
        Financial Officer.
 
 **Company
        Spokespersons**
 
 Specific
        policies have been established regarding who may communicate information
        to the
        press and the financial analyst community. An inquiries or calls from financial
        analysts should be referred to our Chief Financial Officer. All inquiries
        or
        calls from the press should be referred to our Chief Financial
        Officer.
 
 Zagg
        has
        designated our Chief Executive Officer and Chief Financial Officer as our
        official spokespersons for all matters, including financial matters. These
        designees are the only people who may communicate with the press or financial
        analysts on behalf of Zagg.
 
 No
        other
        person may communicate with the press or financial analysts on behalf of
        Zagg
        unless specifically authorized to do so in writing in advance by our Chief
        Executive Officer or Chief Financial Officer, for a specific purpose, and
        then
        only to the extent so authorized. Any employee or director publication or
        publicly made statement that might be perceived or construed as attributable
        to
        Zagg and that is made outside the scope of his or her employment or directorship
        must be reviewed and approved in writing in advance by our Chief Financial
        Officer and must include a disclaimer that the publication or statement
        represents the views of the specific author and not of Zagg.
 
 
 
 
 
 
  7
  **"WHISTLEBLOWER"
        PROCESS**
 
 Zagg
        is
        committed to maintaining an atmosphere of open communication and trust between
        employees and management. Furthermore, as a public company, the integrity
        of our
        financial information is paramount. Our financial information guides the
        decisions of the Board of Directors and is relied upon by our stockholders
        and
        the financial markets. For those reasons, we must maintain a workplace where
        employees who reasonably believe that they are aware of conduct in violation
        of
        this Code or our legal duties (including, but not limited to, questionable
        accounting, informal accounting controls, or auditing matters, or the reporting
        of fraudulent financial information to our stockholders, the government or
        the
        financial markets) can raise those concerns free of any harassment,
        discrimination or retaliation. Therefore, we encourage those employees to
        report
        those concerns as set forth below.
 
 **Reporting
        and Investigation**
 
 If
        you
        have reason to believe that you have become aware of a possible violation
        of
        this Code or applicable law, you must immediately report the possible violation.
        Examples of reportable actions include, but are not limited to, any indication
        of fraud, misappropriation of Company resources, substantial variation in
        our
        financial reporting methodology from prior practice or from generally accepted
        accounting principles, disclosures in reports filed with the SEC and other
        public disclosures that are not full, fair, accurate, timely and understandable,
        conduct that is not honest and ethical, conflicts of interest, potential
        violations of governmental rules and regulations or this Code, and the
        falsification, concealment or inappropriate destruction of corporate or
        financial records.
 
 ·
              Any
                  report may be made anonymously, at your option, and must be made
                  in one of
                  the following ways:
 ·
              By
                  contacting your supervisor; or
 ·
              By
                  contacting either or both our Chief Financial
                  Officer
 
 Any
        supervisor receiving a report must forward that report by using one of the
        above
        reporting methods.
 Regardless
        of which reporting method you choose, please include in your report a discussion
        of the following items: (i) a description of the matter or irregularity,
        (ii)
        the period of time during which you observed the matter or irregularity,
        and
        (iii) any steps that you have taken to investigate the matter or irregularity,
        including reporting it to a supervisor and the supervisor's
        reaction.
 
 All
        reports may include, at your option, your contact information in the event
        that
        additional information is needed. As stated above, however, there is no
        requirement that the report identify you, if you choose to remain
        anonymous.
 All
        complaints under this policy will be taken seriously and will be promptly
        and
        thoroughly investigated. All information disclosed during the course of the
        investigation will remain confidential, except as necessary to conduct the
        investigation and take any remedial action, in accordance with applicable
        law.
 
 All
        employees and supervisors have a duty to cooperate in the investigation of
        reports of any conduct covered by this policy. Employees will be subject
        to
        disciplinary action, including the termination of their employment, if they
        fail
        to cooperate in an investigation or deliberately provide false information
        during an investigation.
 
 If,
        at
        the conclusion of its investigation, Zagg determines that a violation of
        our
        legal duties or policies has occurred, we will take remedial action commensurate
        with the severity of the offense. That action may include disciplinary action
        against the accused party, up to and including termination. In addition,
        where
        warranted, the Company may seek indemnification, sue for damages or refer
        the
        violation to law enforcement for criminal prosecution. The specific action
        taken
        in any particular case depends on the nature and gravity of the conduct or
        circumstances reported and the quality of the information provided. Reasonable
        and necessary steps will also be taken to prevent any further violations
        of law
        or policy.
  
 8
  **Discrimination,
        Retaliation or Harassment**
 
 Any
        employee reporting concerns under this policy has a lawful right to raise
        those
        concerns without fear of harassment, discrimination or retaliation. As a
        result,
        Zagg strictly prohibits any discrimination, retaliation or harassment against
        any person who reports conduct in violation of our legal duties or policies
        (including questionable accounting or auditing matters, or the reporting
        of
        fraudulent financial information) based on the person's reasonable belief
        that
        such misconduct occurred.
 
 Zagg
        also
        strictly prohibits any discrimination, retaliation or harassment against
        any
        person who participates in an investigation of such complaints,
        including:
 
 ·
              By
                  providing information and otherwise assisting in investigations
                  relating
                  to fraud against Zagg's stockholders conducted by (A) a federal
                  regulatory
                  agency, (B) a member or committee of the United States Congress
                  or (C) any
                  of our officers or employees, any member or committee of our Board
                  of
                  Directors or any agent or representative acting on their behalf;
                  or
 ·
              By
                  filing, testifying at, participating in or otherwise assisting
                  a
                  proceeding filed or about to be filed relating to allegations of
                  fraud
                  against our stockholders.
 
 If
        you
        later believe that you have been subject to discrimination, retaliation,
        or
        harassment for having made a report under this policy, you must immediately
        report those facts to your supervisor or our Chief Financial Officer. It
        is
        imperative that you bring those matters to attention promptly, so that any
        concern of discrimination, retaliation, or harassment can be investigated
        and
        addressed promptly and appropriately.
 
 Any
        complaint that any managers, supervisors or employees are involved in
        discrimination, retaliation or harassment related to the reporting or
        investigation of conduct in violation of our legal duties or policies wil1
        be
        promptly and thoroughly investigated in accordance with our investigation
        procedures. If a complaint of discrimination, retaliation or harassment is
        substantiated, appropriate disciplinary action, up to and including discharge,
        will be taken.
 
 **Additional
        Enforcement Information**
 
 In
        addition to our internal complaint procedure, employees should also be aware
        that certain federal and state law enforcement agencies are authorized to
        review
        legal compliance, including reviewing questionable accounting or auditing
        matters, or potentially fraudulent reports of financial
        information.
 
 Before
        issues or behavior can rise to that level, employees are encouraged to report
        questionable accounting or auditing matters, suspicion of fraudulent financial
        information, or discrimination, retaliation or harassment related to such
        reports to the Company as outlined above. Nothing in this policy is intended
        to
        prevent an employee from reporting information to the appropriate agency
        when
        the employee has reasonable cause to believe that the violation of a federal
        or
        state statute or regulation has occurred.
 
 This
        Code
        has been developed as a guide to our legal and ethical responsibilities to
        achieve and maintain the highest business standards. Conduct that violates
        our
        policies will be viewed as unacceptable under the terms of employment at
        Zagg.
        Certain violations of our policies and practices could even subject Zagg
        and/or
        the individual employees involved to civil and/or criminal
        penalties.
 
 
 
 
  9
  **DISCIPLINARY
        ACTIONS**
 
 The
        matters covered in this Code are of the utmost importance to Zagg, its
        stockholders and its business partners, and are essential to our ability
        to
        conduct our business in accordance with our stated values. We expect all
        of our
        employees, directors, agents, contractors and consultants to adhere to these
        rules in carrying out their duties for Zagg.
 
 Zagg
        will
        take appropriate action against any employee, director, agent, and contractor
        or
        consultant whose actions are found to violate these policies or any other
        company policies. Disciplinary actions may include immediate termination
        of
        employment or business relationship at Zagg's sole discretion. Where Zagg
        has
        suffered a loss, it may pursue its remedies against the individuals or entities
        responsible. Where laws have been violated, Zagg will cooperate fully with
        the
        appropriate authorities.
 
 **WAIVERS
        AND AMENDMENT OF THE CODE**
 
 Any
        waiver of any provision of this Code for a member of our Board of Directors
        or
        an executive officer, or any amendment of this Code, must be approved in
        writing
        by our Board of Directors and promptly disclosed pursuant to applicable laws
        and
        regulations. Any waivers of any provision of this Code with respect to any
        other
        employee, agent, contractor or consultant must be approved in writing by
        our
        Chief Financial Officer.
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 10