Impact Medical Solutions,
Inc.


Code of Business Conduct and
Ethics





This Code of Business Conduct and Ethics
(the “Code”) sets forth legal and ethical standards of conduct for directors,
officers and employees of Impact Medical Solutions, Inc. (the “Company”). This
Code is intended to deter wrongdoing and to promote the conduct of all Company
business in accordance with high standards of integrity and in compliance with
all applicable laws and regulations.





If you have any questions regarding this
Code or its application to you in any situation, you should contact your
supervisor or the President of the Company.





Compliance with Laws,
Rules and Regulations





The Company requires that all employees,
officers and directors comply with all laws, rules and regulations applicable to
the Company wherever it does business. You are expected to use good judgment and
common sense in seeking to comply with all applicable laws, rules and
regulations and to ask for advice when you are uncertain about
them.





If you become aware of the violation of
any law, rule or regulation by the Company, whether by its officers, employees,
directors, or any third party doing business on behalf of the Company, it is
your responsibility to promptly report the matter to your supervisor or the
President. While it is the Company’s desire to address matters internally,
nothing in this Code should discourage you from reporting any illegal activity,
including any violation of the securities laws, antitrust laws, and
environmental laws or any other federal, state or foreign law, rule or
regulation, to the appropriate regulatory authority. Employees, officers and
directors shall not discharge, demote, suspend, threaten, harass or in any other
manner discriminate or retaliate against an employee because he or she reports
any such violation, unless it is determined that the report was made with
knowledge that it was false. This Code should not be construed to prohibit you
from testifying, participating or otherwise assisting in any state or federal
administrative, judicial or legislative proceeding or
investigation.





Conflicts of
Interest





Employees, officers and directors must
act in the best interests of the Company. You must refrain from engaging in any
activity or having a personal interest that presents a “conflict of interest.” A
conflict of interest occurs when your personal interest interferes, or appears
to interfere, with the interests of the Company. A conflict of interest can
arise whenever you, as an officer, director or employee, take action or have an
interest that prevents you from performing your Company duties and
responsibilities honestly, objectively and effectively.





For example:





·
            No employee, officer or director
      shall perform services as a consultant, employee, officer, director,
      advisor or in any other capacity for, or have a financial interest in, a
      competitor of the Company, other than services performed at the request of
      the Company and other than a financial interest representing less than one
      percent (1%) of the outstanding shares of a publicly-held company;
      and








·
            No employee, officer or director
      shall use his or her position with the Company to influence a transaction
      with a supplier or customer in which such person has any personal
      interest, other than a financial interest representing less than one
      percent (1%) of the outstanding shares of a publicly-held
      company.





It is your responsibility to disclose
any transaction or relationship that reasonably could be expected to give rise
to a conflict of interest to thePresidentor, if you are an executive officer or
director, to the Board of Directors, who shall be responsible for determining
whether such transaction or relationship constitutes a conflict of
interest.





Insider
Trading





Employees, officers and directors who
have material non-public information about the Company or other companies,
including our suppliers and customers, as a result of their relationship with
the Company are prohibited by law and Company policy from trading in securities
of the Company or such other companies, as well as from communicating such
information to others who might trade on the basis of that information. To help
ensure that you do not engage in prohibited insider trading and avoid even the
appearance of an improper transaction, the Company has adopted an Insider
Trading Policy, which is availablein the Employee Handbook.





If you are uncertain about the
constraints on your purchase or sale of any Company securities or the securities
of any other company that you are familiar with by virtue of your relationship
with the Company, you should consult with thePresidentbefore making any such purchase or
sale.





Confidentiality





Employees, officers and directors must
maintain the confidentiality of confidential information entrusted to them by
the Company or other companies, including our suppliers and customers, except
when disclosure is authorized by a supervisor or legally mandated. Unauthorized
disclosure of any confidential information is prohibited. Additionally,
employees should take appropriate precautions to ensure that confidential or
sensitive business information, whether it is proprietary to the Company or
another company, is not communicated within the Company except to employees who
have a need to know such information to perform their responsibilities for the
Company.





Third parties may ask you for
information concerning the Company. Employees, officers and directors (other
than the Company’s authorized spokespersons) must not discuss internal Company
matters with, or disseminate internal Company information to, anyone outside the
Company, except as required in the performance of their Company duties and after
an appropriate confidentiality agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media, market
professionals (such as securities analysts, institutional investors, investment
advisers, brokers and dealers) and security holders. All responses to inquiries
on behalf of the Company must be made only by the Company’s authorized
spokespersons. If you receive any inquiries of this nature, you must decline to
comment and refer the inquirer to your supervisor or one of the Company’s
authorized spokespersons.








You also must abide by any lawful
obligations that you have to your former employer. These obligations may include
restrictions on the use and disclosure of confidential information, restrictions
on the solicitation of former colleagues to work at the Company, and
non-competition obligations.





Honest and Ethical
Conduct and Fair Dealing





Employees, officers and directors should
endeavor to deal honestly, ethically and fairly with the Company’s suppliers,
customers, competitors and employees. Statements regarding the Company’s
products and services must not be untrue, misleading, deceptive or fraudulent.
You must not take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any
other unfair-dealing practice.





Protection and Proper
Use of Corporate Assets





Employees, officers and directors should
seek to protect the Company’s assets. Theft, carelessness and waste have a
direct impact on the Company’s financial performance. Employees, officers and
directors must use the Company’s assets and services solely for legitimate
business purposes of the Company and not for any personal benefit or the
personal benefit of anyone else.





Employees, officers and directors must
advance the Company’s legitimate interests when the opportunity to do so arises.
You must not take for yourself personal opportunities that are discovered
through your position with the Company or the use of property or information of
the Company.





Gifts and
Gratuities





The use of Company funds or assets for
gifts, gratuities or other favors to employees or government officials is
prohibited, except to the extent such gifts are in compliance with applicable
law, nominal in amount and not given in consideration or expectation of any
action by the recipient.





Employees, officers and directors must
not accept, or permit any member of his or her immediate family to accept, any
gifts, gratuities or other favors from any customer, supplier or other person
doing or seeking to do business with the Company, other than items of nominal
value. Any gifts that are not of nominal value should be returned immediately
and reported to your supervisor. If immediate return is not practical, they
should be given to the Company for charitable disposition or such other
disposition as the Company believes appropriate in its sole
discretion.





Common sense and moderation should
prevail in business entertainment engaged in on behalf of the Company.
Employees, officers and directors should provide, or accept, business
entertainment to or from anyone doing business with the Company only if the
entertainment is infrequent, modest and intended to serve legitimate business
goals.








Bribes and kickbacks are criminal acts,
strictly prohibited by law. You must not offer, give, solicit or receive any
form of bribe or kickback anywhere in the world.





Accuracy of Books and
Records and Public Reports





Employees, officers and directors must
honestly and accurately report all business transactions. You are responsible
for the accuracy of your records and reports. Accurate information is essential
to the Company’s ability to meet legal and regulatory
obligations.





All Company books, records and accounts
shall be maintained in accordance with all applicable regulations and standards
and accurately reflect the true nature of the transactions they record. The
financial statements of the Company shall conform to generally accepted
accounting rules and the Company’s accounting policies. No undisclosed or
unrecorded account or fund shall be established for any purpose. No false or
misleading entries shall be made in the Company’s books or records for any
reason, and no disbursement of corporate funds or other corporate property shall
be made without adequate supporting documentation.





It is the policy of the Company to
provide full, fair, accurate, timely and understandable disclosure in reports
and documents filed with, or submitted to, the Securities and Exchange
Commission and in other public communications.





Concerns Regarding
Accounting or Auditing Matters





Employees with concerns regarding
questionable accounting or auditing matters or complaints regarding accounting,
internal accounting controls or auditing matters may confidentially, and
anonymously if they wish, submit such concerns or complaints in writing to thePresidentor to the Company’s outside counsel,Troy and GouldLLP,1801 Century Park East,16th Floor,Los Angeles,
California  90067-2367. All such concerns and complaints will
be forwarded to the Audit Committee of the Board of Directors unless they are
determined to be without merit by thePresidentand Chief Financial Officer of the
Company. In any event, a record of all complaints and concerns received will be
provided to the Audit Committee each fiscal quarter. Any such concerns or
complaints may also be communicated, confidentially and, if you desire,
anonymously, directly to any member of the Audit Committee of the Board of
Directors.





The Audit Committee will evaluate the
merits of any concerns or complaints received by it and authorize such follow-up
actions, if any, as it deems necessary or appropriate to address the substance
of the concern or complaint.





The Company will not discipline,
discriminate against or retaliate against any employee who reports a complaint
or concern, unless it is determined that the report was made with knowledge that
it was false.





Waivers of this Code
of Business Conduct and Ethics





While some of the policies contained in
this Code must be strictly adhered to and no exceptions can be allowed, in other
cases exceptions may be possible. Any employee or officer who believes that an
exception to any of these policies is appropriate in his or her case should
first contact his or her immediate supervisor. If the supervisor agrees that an
exception is appropriate, the approval of thePresidentmust be obtained. ThePresidentshall be responsible for maintaining a
complete record of all requests for exceptions to any of these policies and the
disposition of such requests.








Any executive officer or director who
seeks an exception to any of these policies should contact the Chairman of the
Audit Committee of the Board of Directors. Any waiver of this Code for executive
officers or directors or any change to this Code that applies to executive
officers or directors may be made only by the Board of Directors of the Company
and will be disclosed as required by law or stock market
regulation.





Reporting and
Compliance Procedures





Every employee, officer and director has
the responsibility to ask questions, seek guidance, report suspected violations
and express concerns regarding compliance with this Code. Any employee, officer
or director who knows or believes that any other employee or representative of
the Company has engaged or is engaging in Company-related conduct that violates
applicable law or this Code should report such information to his or her
supervisor or to thePresident. You may report such conduct openly or
anonymously without fear of retaliation. The Company will not discipline,
discriminate against or retaliate against any employee who reports such conduct,
unless it is determined that the report was made with knowledge that it was
false, or who cooperates in any investigation or inquiry regarding such conduct.
Any supervisor who receives a report of a violation of this Code must
immediately inform thePresident.





You may report violations of this Code,
on a confidential or anonymous basis, by contacting the Company’s General
Counsel by fax, mail or e-mail at: (fax)(310) 789-1431, (mail)Troy and GouldLLP,1801 Century Park East,16th Floor,Los Angeles,
California  90067-2367, or (e-mail)aspatz@troygould.com.





If the General Counsel receives
information regarding an alleged violation of this Code, he or she shall, as
appropriate, (a) evaluate such information, (b) if the alleged violation
involves an executive officer or a director, inform the Chief Executive Officer
and Board of Directors of the alleged violation, (c) determine whether it is
necessary to conduct an informal inquiry or a formal investigation and, if so,
initiate such inquiry or investigation and (d) report the results of any such
inquiry or investigation, together with a recommendation as to disposition of
the matter, to the Chief Executive Officer for action, or if the alleged
violation involves an executive officer or a director, report the results of any
such inquiry or investigation to the Board of Directors or a committee thereof.
Employees, officers and directors are expected to cooperate fully with any
inquiry or investigation by the Company regarding an alleged violation of this
Code. Failure to cooperate with any such inquiry or investigation may result in
disciplinary action, up to and including discharge.





The Company shall determine whether
violations of this Code have occurred and, if so, shall determine the
disciplinary measures to be taken against any employee who has violated this
Code. In the event that the alleged violation involves an executive officer or a
director, the Chief Executive Officer and the Board of Directors, respectively,
shall determine whether a violation of this Code has occurred and, if so, shall
determine the disciplinary measures to be taken against such executive officer
or director.








Failure to comply with the standards
outlined in this Code will result in disciplinary action including, but not
limited to, reprimands, warnings, probation or suspension without pay,
demotions, reductions in salary, discharge and restitution. Certain violations
of this Code may require the Company to refer the matter to the appropriate
governmental or regulatory authorities for investigation or prosecution.
Moreover, any supervisor who directs or approves of any conduct in violation of
this Code, or who has knowledge of such conduct and does not immediately report
it, also will be subject to disciplinary action, up to and including
discharge.





Dissemination and
Amendment





This Code shall be distributed to each
new employee, officer and director of the Company upon commencement of his or
her employment or other relationship with the Company. The Company reserves the
right to amend, alter or terminate this Code at any time for any reason. The
most current version of this Code can be foundinthe Company’sEmployee Handbook.





This document is not an employment
contract between the Company and any of its employees, officers or directors and
does not alter the Company’s at-will employment policy.