***Code of Ethics for Senior Officers***Soleil’s Chief Executive Officer, the Chief Financial Officer and the Controller (the “SeniorOfficers”) each bear a special responsibility for promoting integrity throughout the Company.Furthermore, the Senior Officers have a responsibility to foster a culture throughout the Companyas a whole that ensures the fair and timely reporting of the Company’s results of operation andfinancial condition and other financial information.Because of this special role, the Senior Officers are bound by the following Senior Officer Code ofEthics, and each agrees that he or she will: **•** Perform his or her duties in an honest and ethical manner. **•** Handle all actual or apparent conflicts of interest between his or her personal andprofessional relationships in an ethical manner. **•** Take all necessary actions to ensure full, fair, accurate, timely, and understandabledisclosure in reports and documents that the Company files with, or submits to, governmentagencies and in other public communications. **•** Comply with all applicable laws, rules and regulations of federal, state and localgovernments. **•** Proactively promote and be an example of ethical behavior in the work environment.***Reporting and Compliance***If you become aware of conduct by an officer, director, employee or contract worker which youbelieve in good faith is a potential violation of this Code of Conduct, you should notify your ownor any other Soleil supervisor, the Chief Executive Officer, or the Chief Financial Officer as soonas possible. You should also report any complaint or concern regarding Soleil’s accounting,internal accounting controls, or auditing matters, or any concerns regarding questionableaccounting or auditing matters. Supervisors are required to refer all reports of possibleviolations to the Chief Executive Officer, the Chief Financial Officer or the Audit Committee.Alternatively, if you wish to report such matters ***anonymously***, you may e-mail the Audit Committeeand the Chief Financial Officer directly or mail a description of the concern or complaint to theattention of either the Chief Financial Officer or the Audit Committee, at the followingaddress:Soleil Capital L.P.Persons outside Soleil may also report complaints or concerns of Soleil personnel; such mattersshould be reported promptly on receipt to your own or any other Soleil supervisor, the ChiefExecutive Officer, the Chief Financial Officer, or the Audit Committee. Supervisors are required toreport such matters as noted above.All reports of complaints or concerns shall be recorded in a log, indicating the description of thematter reported, the date of the report and a brief summary of the disposition. The log shall bemaintained by the Chief Financial Officer and shall be reviewed periodically with the AuditCommittee. This log shall be retained for five years.Allegations of violations of the Code should be made only in good faith and not to embarrass or putsomeone in a false light. If you become aware of a suspected or potential violation don’t try toinvestigate or resolve it on your own. Prompt disclosure under this Code is vital to ensuring atimely and thorough investigation and resolution. You are expected to cooperate in internal orexternal investigations or alleged violations of the Code.In response to every report made in good faith of conduct potentially in violation of the Code ofConduct, Soleil will undertake an effective and thorough investigation, and if improper conduct isfound, Soleil will take appropriate disciplinary and remedial action. Compliance procedures are setforth in Appendix B to this Code. Soleil will attempt to keep its discussions with any personreporting a violation confidential to the extent reasonably possiblewithout compromising the effectiveness of the investigation. If you believe your report is notproperly explained or resolved, you may take your concern or complaint to the Audit Committee ofthe Board of Directors.
 
 

 
Employees and contract workers are protected by law from retaliation for reporting possibleviolations of this Code of Conduct or for participating in procedures connected with aninvestigation, proceeding or hearing conducted by Soleil or a government agency with respect tosuch complaints. Soleil will take disciplinary action up to and including the immediate terminationof any employee or contract worker who retaliates against another employee or contract worker forreporting any of these alleged activities.***Further Information***Please contact the Chief Executive Officer, or the Chief Financial Officer if you have anyquestions about this Code or require further information.The most current version of this Code will be posted on the Company’s website and filed as anexhibit to the Company’s Annual Report on Form 10 K. Any substantive amendment or waiver of thisCode may be made only by the Board of Directors upon a recommendation of the Audit Committee, andwill be disclosed, including the reasons for such action, on the Company’s website and by a filingwith the Securities and Exchange Commission on Form 8-K within five days of such action. Soleilwill maintain disclosure about such amendment or waiver on the website for at least twelve monthsand shall retain the disclosure concerning the action for at least 5 years.**Appendix A**The following are examples of actual or potential conflicts: **•** you, or a member of your family, receive improper personal benefits as a result of yourposition in the Company; **•** you use Company’s property for your personal benefit; **•** you engage in activities that interfere with your loyalty to the Company or your abilityto perform Company duties or responsibilities effectively; **•** you, or a member of your family, have a financial interest in a customer, supplier, orcompetitor which is significant enough to cause divided loyalty with the Company or theappearance of divided loyalty (the significance of a financial interest depends on manyfactors, such as size of investment in relation to your income, net worth and/or financialneeds, your potential to influence decisions that could impact your interests, and thenature of the business or level of competition between the Company and the supplier,customer or competitor); **•** you, or a member of your family, acquire an interest in property (such as real estate,patent or other intellectual property rights or securities) in which you have reason toknow the Company has, or might have, a legitimate interest; **•** you, or a member of your family, receive a loan or a guarantee of a loan from acustomer, supplier or competitor (other than a loan from a financial institution made inthe ordinary course of business and on an arm’s-length basis); **•** you divulge or use the Company’s confidential information “such as financial data,customer information, or computer programs” for your own personal or business purposes; **•** you make gifts or payments, or provide special favors, to customers, suppliers orcompetitors (or their immediate family members) with a value significant enough to causethe customer, supplier or competitor to make a purchase, or take or forego other action,which is beneficial to the Company and which the customer, supplier or competitor would nototherwise have taken; or **•** you are given the right to buy stock in other companies or you receive cash or otherpayments in return for promoting the services of an advisor, such as an investment banker,to the Company.
 
 

 
**APPENDIX B****Compliance Procedures** **•** Compliance Officer. The Corporate Compliance Officer is the Chief FinancialOfficer. The Compliance Officer’s responsibility is to ensure communication, training,monitoring, and overall compliance with the Code. The Compliance Officer will, with theassistance and cooperation of the Company’s officers, directors and managers, foster anatmosphere where employees are comfortable in communicating and reporting concerns andpossible Code violations. **•** Access to the Code. The Company shall ensure that employees, officers anddirectors may access the Code on the Company’s website. In addition, each current employeewill be provided with a copy of the Code. New employees will receive a copy of the Code aspart of their new hire information. From time to time, the Company will sponsor employeetraining programs in which the Code and other Company policies and procedures will bediscussed. **•** Monitoring. Managers are the “go to” persons for employee questions and concernsrelating to the Code. Managers or supervisors will immediately report any violations orallegations of violations to the Compliance Officer. Managers will work with the ComplianceOfficer in assessing areas of concern, potential violations, any needs for enhancement ofthe Code or remedial actions to effect the Code’s policies and overall compliance with theCode and other related policies. **•** Internal Investigation. When an alleged violation of the Code is reported, theCompany shall take prompt and appropriate action in accordance with the law and regulationsand otherwise consistent with good business practice. If the suspected violation appears toinvolve either a possible violation of law or an issue of significant corporate interest,or if the report involves a complaint or concern of any person, whether employee, astockholder or other interested person regarding the Company’s financial disclosure,internal accounting controls, questionable auditing or accounting matters or practices orother issues relating to the Company’s accounting or auditing, then the manager orinvestigator should immediately notify the Compliance Officer, who, in turn, shall notifythe Chair of the Audit Committee. If a suspected violation involves any director orexecutive officer or if the suspected violation concerns any fraud, whether or notmaterial, involving management or other employees who have a significant role in theCompany’s internal controls, any person who received such report should immediately reportthe alleged violation to the Compliance Officer and, in every such case, the Chair of theAudit Committee. The Compliance Officer or the Audit Committee, as applicable, shall assessthe situation and determine the appropriate course of action, including the conduct of aninvestigation, as appropriate. **•** Disciplinary Actions. Subject to the following sentence, the Compliance Officershall be responsible for implementing the appropriate disciplinary action in accordancewith the Company’s policies and procedures for any employee who is found to have violatedthe Code. If a violation has been reported to the Audit Committee or another committee ofthe Board, that Committee shall be responsible for determining appropriate disciplinaryaction. Any violation of applicable law or any deviation from the standards embodied inthis Code will result in disciplinary action, up to and including termination ofemployment. In addition to imposing discipline upon employees involved in non-compliantconduct, the Company also will impose discipline, as appropriate, upon an employee’ssupervisor, if any, who directs or approves such employees’ improper actions, or is awareof those actions but does not act appropriately to correct them, and upon other individualswho fail to report known non-compliant conduct. In addition to imposing its own discipline,the Company will bring any violations of law to the attention of appropriate lawenforcement personnel. **•** Retention of Reports and Complaints. All reports and complaints made to orreceived by the Compliance Officer or the Audit Committee relating to violations of thisCode shall be logged into a record maintained for this purpose by the Compliance Officerand this record of such report shall be retained for five years. **•** Required Government Reporting. Whenever conduct occurs that requires a report tothe government, the Compliance Officer shall be responsible for complying with suchreporting requirements. **•** Corrective Actions. Subject to the following sentence, in the event of aviolation of the Code, the manager and the Compliance Officer should assess the situationto determine whether the violation demonstrates a problem that requires remedial action asto Company policies and procedures. If a violation has been reported to the Audit Committeeor another committee of the Board, that committee shall be responsible for determiningappropriate remedial or corrective actions. Such corrective action may include providingrevised public disclosure, retraining Company employees, modifying Company policies andprocedures, improving monitoring of compliance under existing procedures and other actionnecessary to detect similar non-compliant conduct and prevent it from occurring in thefuture. Such corrective action shall be documented, as appropriate.