Exhibit
14.1














ZNOMICS
INC.


CODE
OF BUSINESS CONDUCT AND ETHICS




Approved
March 30, 2009



































TABLE
OF CONTENTS




PageINTRODUCTION1YOUR RESPONSIBILITIES2GENERAL STANDARDS OF CONDUCT3Overview3Compliance with law3No discrimination or harassment3Health and safety3AVOIDING CONFLICTS OF INTERESTS4Overview4Outside employment and directorships4Financial interests in other companies4Transactions with related parties4Corporate opportunities4Loans by the company5Improper benefits5Election or appointment to public office5Guidance and approvals5PUBLIC COMMUNICATIONS6Public communications and filings6Communication procedures6FINANCIAL REPORTING7Overview7Compliance with rules, controls and procedures7Accuracy of records and reports7Intentional misconduct7Dealing with auditors8Obligation to investigate and report potential violations8Keeping the Audit Committee informed8SAFEGUARDING COMPANY ASSETS10Overview10Protecting the company’s information10Prohibition on insider trading11Maintaining and managing records11RESPONSIBILITIES TO OUR CUSTOMERS, SUPPLIERS AND COMPETITORS13Overview13Improper payments13Gifts and entertainment13Selecting suppliers13Handling the nonpublic information of others14Improperly obtaining or using assets or information14Free and fair competition14WORKING WITH GOVERNMENTS16Overview16Government contracts16Requests by regulatory authorities16Improper payments to government officials16Political contributions16Lobbying17Trade restrictions17PROCEDURAL MATTERS18Distribution18Acknowledgment18Approvals and waivers18Reporting violations18Investigations19Disciplinary action19ADDITIONAL INFORMATION20





INTRODUCTION




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 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 the company and its
subsidiaries, who, unless otherwise specified, will be referred to jointly as
employees. Agents and contractors of the company are also expected to read,
understand and abide by this Code.




This Code
should help guide your conduct in the course of our business. However, many of
the principles described in this Code 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 applying the Code, it is your responsibility to seek
guidance.




This Code
is not the exclusive source of guidance and information regarding the conduct of
our business. You should consult applicable policies and procedures in specific
areas as they apply. The Code is intended to supplement, not replace, the
employee handbook and the other policies and procedures of the
company.




We are
committed to continuously reviewing and updating our policies and procedures.
The company therefore reserves the right to amend, alter or terminate this Code
at any time and for any reason, subject to applicable law.









1


YOUR
RESPONSIBILITIES




·
            You
      are expected to read and understand this Code of Business Conduct and
      Ethics.




·
            You
      must uphold these standards in day-to-day activities and comply with all
      applicable policies and procedures in the
Code.




·
            Part
      of your job and ethical responsibility is to help enforce this Code. You
      should be alert to possible violations and promptly report violations or
      suspected violations of this Code. Please refer to “Procedural
      Matters—Reporting Violations” for more
  information.




·
            You
      must cooperate with investigations into possible Code violations and be
      truthful and forthcoming in the course of these
      investigations.




·
            Reprisals,
      threats, retribution or retaliation against any person who has in good
      faith reported a violation or a suspected violation of law, this Code or
      other company policies, or against any person who is assisting in good
      faith in any investigation or process with respect to such a violation, is
      prohibited.




·
            In
      trying to determine whether any given action is appropriate, keep these
      steps in mind:




o
            Obtain
      all relevant facts.




o
            Assess
      the responsibilities and roles of those
  involved.




o
            Using
      your judgment and common sense, evaluate whether the action seems
      unethical or improper.




o
            Seek
      guidance.




·
            If
      you are unsure about any situation or any provision of the Code, discuss
      the matter with your manager or responsible employees in the Legal or
      Human Resources Departments.




2


GENERAL
STANDARDS OF CONDUCT




Overview




Honest
and ethical conduct is critical to our business. All employees, agents and
contractors have a duty to comply with applicable law and to act in an honest
and ethical manner.




Compliance with
law




You are
responsible for complying with all laws, rules, regulations and regulatory
orders applicable to the conduct of our business. If you are located or engaging
in business outside of the United States, you must comply with laws, rules,
regulations and regulatory orders of the United States, including the Foreign
Corrupt Practices Act and U.S. export rules and regulations, in addition to the
applicable laws of other jurisdictions. If compliance with the Code should ever
conflict with law, you must comply with the law.




You
should undertake to acquire knowledge of the legal requirements relating to your
duties sufficient to enable you to recognize potential dangers and to know when
to seek advice from managers or other appropriate personnel.




Violations
of laws, rules, regulations and orders may subject you to individual criminal or
civil liability, in addition to discipline by the company. Violations may also
subject the company to civil or criminal liability or the loss of
business.




No
discrimination or harassment




The
company is committed to providing a work environment that is free of
discrimination and harassment. The company is an equal opportunity employer and
makes employment decisions on the basis of merit and business needs. In
addition, the company strictly prohibits harassment of any kind, including
harassment on the basis of race, color, veteran status, religion, gender, sex,
sexual orientation, age, mental or physical disability, medical condition,
national origin, marital status or any other characteristics protected under
federal or state law or local ordinance.




Health
and safety




You are
responsible for using good judgment to help ensure a safe and healthy workplace
for all employees.




3


AVOIDING
CONFLICTS OF INTERESTS




Overview




Your
decisions and actions in the course of your employment with the company should
be based on the best interests of the company, and not based on personal
relationships or benefits. You should seek to avoid situations where your
personal activities and relationships conflict, or appear to conflict, with the
interests of the company, except under guidelines approved by the Board of
Directors. This includes situations where you may have or appear to have an
indirect conflict through, for example, a significant other or a relative or
other persons or entities with which you have a business, social, familial,
personal or other relationship. A conflict may also arise when you take actions
or have interests that make it difficult for you to perform your work for the
company objectively and effectively. You must disclose to your manager any
interest that you have that may, or may appear to, conflict with the interests
of the company.




There are
a variety of situations in which a conflict of interest may arise. While it
would be impractical to attempt to list all possible situations, some common
types of conflicts are discussed below.




Outside
employment and directorships




Unless
you are a non-employee director of the company, you may not perform services as
a director, employee, agent or contractor for a customer, a supplier or any
other entity that has a business relationship with the company without approval
from the company. Non-employee directors of the company must promptly inform the
company of any such service. You may not perform services as a director,
employee, agent or contractor for any competitor of the company.




Financial
interests in other companies




You
should not have a financial interest—including an indirect interest through, for
example, a relative or significant other—in any organization if that interest
would give you or would appear to give you a conflict of interest with the
company. You should be particularly sensitive to financial interests in
competitors, suppliers, customers, distributors and strategic
partners.




Transactions
with the company




If you
have a significant financial interest in a transaction involving the
company—including an indirect interest through, for example, a relative or
significant other or a business entity—you must disclose that interest, and that
interest must be approved by the company in a manner specified by company
policy. We encourage you to seek guidance if you have any questions as to
whether an interest in a transaction is significant. If it is determined that
the transaction is required to be reported under SEC rules, the transaction will
be subject to review and approval by the Audit Committee of the Board of
Directors. Any dealings with a related party must be conducted in such a way
that no preferential treatment is given to that business.




Corporate
opportunities




You may
not directly or indirectly exploit for personal gain any opportunities that are
discovered through the use of corporate property, information or position unless
the opportunity is disclosed fully in writing to the Board of Directors or its
designated committee and the Board of Directors or its designated committee
declines to pursue the opportunity.




4


Loans
by the company




Loans
from the company to directors and executive officers are prohibited. Loans from
the company to other officers and employees must be approved in advance by the
Board of Directors or its designed committee.




Improper
benefits




You may
not receive any improper benefit as a result of your position with the
company.




Election
or appointment to public office




You may
serve in an elected or appointed public office provided that the position does
not create or appear to create a conflict of interest.




Guidance
and approvals




Evaluating
whether a conflict of interest exists, or may appear to exist, requires the
consideration of many factors. We encourage you to seek guidance and approval in
any case where you have any questions or doubts. The company may at any time
rescind prior approvals to avoid a conflict of interest, or the appearance of a
conflict of interest, for any reason deemed to be in the best interest of the
company.




5


PUBLIC
COMMUNICATIONS




Public
communications and filings




The
company files reports and other documents with regulatory authorities, including
the U.S. Securities and Exchange Commission and the Nasdaq National Market. In
addition, from time to time the company makes other public communications, such
as issuing press releases.




Depending
upon your position with the company, you may be called upon to provide
information to help assure that the company’s public reports and communications
are complete, fair, accurate and understandable. You are expected to use all
reasonable efforts to provide complete, accurate, objective, relevant, timely
and understandable answers to inquiries related to the company’s public
disclosures.




Individuals
involved in the preparation of public reports and communications must use all
reasonable efforts to comply with our disclosure controls and procedures, which
are designed to ensure full, fair, accurate, timely and understandable
disclosure in our public reports and communications.




If you
believe that any disclosure is materially misleading or if you become aware of
any material information that you believe should be disclosed to the public, it
is your responsibility to bring this information to the attention of the Legal
Department. If you believe that questionable accounting or auditing conduct or
practices have occurred or are occurring, you should notify the Audit Committee
of the Board of Directors.




Communication
procedures




You may
not communicate externally on behalf of the company unless you are authorized to
do so. The company has established specific policies regarding who may
communicate information to the public, the press, market professionals (such as
securities analysts, institutional investors, investment advisors, brokers and
dealers) and security holders on behalf of the company:




·
            Our
      President and Chief Financial Officer, and their authorized designees, are
      our official spokespeople for financial
matters.




·
            Our
      President and corporate communications personnel, and their authorized
      designees, are our official spokespeople for public comment, press,
      marketing, technical and other such
information.




You
should refer all calls or other inquiries from the press, market professionals
or security holders to the Investor Relations Department, which will see that
the inquiry is directed to the appropriate persons within the
company.




All
communications made to public audiences on behalf of the company, including
formal communications and presentations made to investors, customers or the
press, require prior approval of the General Counsel and the Chief Financial
Officer.




6


FINANCIAL
REPORTING




Overview




As a
public company, we are required to follow strict accounting principles and
standards, to report financial information accurately and completely in
accordance with these principles and standards, and to have appropriate internal
controls and procedures to ensure that our accounting and financial reporting
complies with law. The integrity of our financial transactions and records is
critical to the operation of our business and is a key factor in maintaining the
confidence and trust of our employees, security holders and other
stakeholders.




Compliance
with rules, controls and procedures




It is
important that all transactions are properly recorded, classified and summarized
in our financial statements, books and records in accordance with our policies,
controls and procedures, as well as all generally accepted accounting
principles, standards, laws, rules and regulations for accounting and financial
reporting. If you have responsibility for or any involvement in financial
reporting or accounting, you should have an appropriate understanding of, and
you should seek in good faith to adhere to, relevant accounting and financial
reporting principles, standards, laws, rules and regulations and the company’s
financial and accounting policies, controls and procedures. If you are a senior
officer, you should seek to ensure that the internal controls and procedures in
your business area are in place, understood and followed.




Accuracy
of records and reports




It is
important that those who rely on records and reports—managers and other decision
makers, creditors, customers and auditors—have complete, accurate and timely
information. False, misleading or incomplete information undermines the
company’s ability to make good decisions about resources, employees and programs
and may, in some cases, result in violations of law. Anyone involved in
preparing financial or accounting records or reports, including financial
statements and schedules, must be diligent in assuring that those records and
reports are complete, accurate and timely. Anyone representing or certifying as
to the accuracy of such records and reports should make an inquiry or review
adequate to establish a good faith belief in their accuracy.




Even if
you are not directly involved in financial reporting or accounting, you are
likely involved with financial records or reports of some kind—a voucher, time
sheet, invoice or expense report. In addition, most employees have involvement
with product, marketing or administrative activities, or performance
evaluations, which can affect our reported financial condition or results.
Therefore, the company expects you, regardless of whether you are otherwise
required to be familiar with finance or accounting matters, to use all
reasonable efforts to ensure that every business record or report with which you
deal is accurate, complete and reliable.




Intentional
misconduct




You may
not intentionally misrepresent the company’s financial performance or otherwise
intentionally compromise the integrity of the company’s reports, records,
policies and procedures. For example, you may not:




·
            report
      information or enter information in the company’s books, records or
      reports that fraudulently or intentionally hides, misrepresents or
      disguises the true nature of any financial or non-financial transaction or
      result;




7


·
            establish
      any undisclosed or unrecorded fund, account, asset or liability for any
      improper purpose;




·
            enter
      into any transaction or agreement that accelerates, postpones or otherwise
      manipulates the accurate and timely recording of revenues or
      expenses;




·
            intentionally
      misclassify transactions as to accounts, business units or accounting
      periods; or




·
            knowingly
      assist others in any of the above.




Dealing
with auditors




Our
auditors have a duty to review our records in a fair and accurate manner. You
are expected to cooperate with independent and internal auditors in good faith
and in accordance with law. In addition, you must not fraudulently induce or
influence, coerce, manipulate or mislead our independent or internal auditors
regarding financial records, processes, controls or procedures or other matters
relevant to their engagement. You may not engage, directly or indirectly, any
outside auditors to perform any audit, audit-related, tax or other services,
including consulting, without written approval from the CFO and the Audit
Committee of the Board of Directors.




Obligation
to investigate and report potential violations




You
should make appropriate inquiries in the event you may see, for
example:




·
            financial
      results that seem inconsistent with underlying business
      performance;




·
            inaccurate
      financial records, including travel and expense reports, time sheets or
      invoices;




·
            the
      circumventing of mandated review and approval
  procedures;




·
            transactions
      that appear inconsistent with good business
  economics;




·
            the
      absence or weakness of processes or controls;
or




·
            persons
      within the company seeking to improperly influence the work of our
      financial or accounting personnel, or our external or internal
      auditors.




Dishonest
or inaccurate reporting can lead to civil or even criminal liability for you and
the company and can lead to a loss of public faith in the company. You are
required to promptly report any case of suspected financial or operational
misrepresentation or impropriety.




Keeping
the Audit Committee informed




The Audit
Committee plays an important role in ensuring the integrity of our public
reports. If you believe that questionable accounting or auditing conduct or
practices have occurred or are occurring, you should notify the Audit Committee
of the Board of Directors. In particular, the Chief Executive Officer and senior
financial officers such as the Chief Financial Officer and the CFO should
promptly bring to the attention of the Audit Committee any information of which
he or she may become aware concerning, for example:




8


·
            the
      accuracy of material disclosures made by the company in its public
      filings;




·
            material
      weaknesses or significant deficiencies in internal control over financial
      reporting;




·
            any
      evidence of fraud that involves an employee who has a significant role in
      the company’s financial reporting, disclosures or internal controls or
      procedures; or




·
            any
      evidence of a material violation of the policies in this Code regarding
      financial reporting.





















9


SAFEGUARDING
COMPANY ASSETS




Overview




All
employees, agents and contractors are responsible for the proper use of company
assets. This responsibility applies to all of the company’s assets, including
your time, work and work product; cash and accounts; physical assets such as
inventory, equipment, vehicles, computers, systems, facilities and supplies;
intellectual property, such as patents, copyrights, trademarks, inventions,
technology and trade secrets; and other proprietary or nonpublic
information.




·
            You
      should use all reasonable efforts to safeguard company assets against
      loss, damage, misuse or theft.




·
            You
      should be alert to situations that could lead to loss, damage, misuse or
      theft of company assets, and should report any loss, damage, misuse or
      theft as soon as it comes to your
attention.




·
            You
      should not use, transfer, misappropriate, loan, sell or donate company
      assets without appropriate
authorization.




·
            You
      must take reasonable steps to ensure that the company receives good value
      for company funds spent.




·
            You
      may not use company assets in a manner that would result in or facilitate
      the violation of law.




·
            You
      should use and safeguard assets entrusted to the company’s custody by
      customers, suppliers and others in the same manner as company
      assets.




Protecting
the company’s information




In the
course of your involvement with the company, you may come into possession of
information that has not been disclosed or made available to the general public.
This nonpublic information may include, among other things:




·
            financial
      data and projections;




·
            proprietary
      and technical information, such as trade secrets, patents, inventions,
      product plans and customer lists;




·
            information
      regarding corporate developments, such as business strategies, plans for
      acquisitions or other business combinations, divestitures, major
      contracts, expansion plans, financing transactions and management
      changes;




·
            personal
      information about employees; and




·
            nonpublic
      information of customers, suppliers and
others.




If you
have any questions as to what constitutes nonpublic information, please consult
the Legal Department.




10


All
nonpublic information must only be used for company business purposes. You have
an obligation to use all reasonable efforts to safeguard the company’s nonpublic
information. You may not disclose nonpublic information to anyone outside of the
company, except when disclosure is required by law or when disclosure is
required for business purposes and appropriate steps have been taken to prevent
misuse of that information. This responsibility includes not disclosing
nonpublic information in Internet discussion groups, chat rooms, bulletin boards
or other electronic media. In cases where disclosing nonpublic information is
required or necessary, you should coordinate with the Legal Department. The
misuse of nonpublic information is contrary to company policy and may also be a
violation of law.




Each
employee is required to sign an At Will Employment, Confidential Information,
Invention Assignment, and Arbitration Agreementor
similar form that addresses the use and disclosure of confidential information
of the company.




Prohibition
on insider trading




You may
not directly or indirectly—through, for example, significant others, family
members or controlled entities—buy or sell stocks or other securities of the
company or any other company based on nonpublic information obtained from your
work at the company. In addition, you may not “tip” others by providing them
nonpublic information under circumstances that suggest that you were trying to
help them make an investment decision. These obligations are in addition to your
obligations with respect to nonpublic information generally, as discussed
above.




Under
U.S. securities laws, it is unlawful for any person who has “material” nonpublic
information about a company to trade in the stock or other securities of that
company or to disclose such information to others who may trade. Material
nonpublic information is information about a company that is not known to the
general public and that a typical investor would consider important in making a
decision to buy, sell or hold securities. Violations of U.S. securities laws may
result in civil and criminal penalties, including disgorgement of profits, civil
judgments, fines and jail sentences.




You
should be aware that stock market surveillance techniques are becoming
increasingly sophisticated, and the probability 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.




If you
have any questions at all regarding trading in the company’s securities, contact
the Legal Department for guidance.




Maintaining
and managing records




The
company is required by local, state, federal, foreign and other applicable laws,
rules and regulations to retain certain records and to follow specific
guidelines in managing its records. Records include paper documents, email,
compact discs, computer hard drives, floppy disks, microfiche, microfilm and all
other recorded information, regardless of medium or characteristics. Civil and
criminal penalties for failure to comply with such guidelines can be severe for
employees, agents, contractors and the company.




You
should consult with the Legal Department regarding the retention of records in
the case of actual or threatened litigation or government investigation. The
Legal Department will notify you if a legal hold is placed on records for which
you are responsible. A legal hold suspends all document destruction procedures
in order to preserve appropriate records under special circumstances, such as
litigation or government investigations. The Legal Department determines and
identifies what types of records or documents are




11


required
to be placed under a legal hold. If a legal hold is placed on records for which
you are responsible, you must preserve and protect the necessary records in
accordance with instructions from the Legal Department. Records or supporting documents that
are subject to a legal hold must not be destroyed, altered or modified under any
circumstance. A legal hold remains effective until it is officially
released in writing by the Legal Department. 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 Legal Department.






















12


RESPONSIBILITIES
TO OUR CUSTOMERS, SUPPLIERS AND COMPETITORS




Overview




You
should respect the rights of, and deal fairly with, the company’s customers,
suppliers, business partners and competitors in compliance with law. You should
not take unfair advantage of anyone through deception, misrepresentation,
manipulation, coercion, abuse of privileged information or any intentional
unfair business practice.




Improper
payments




You
should not authorize, offer, promise or give, or solicit or accept, money,
gifts, entertainment, privileges, gratuities, benefits or other items of value
intended to improperly influence, directly or indirectly, any business decision
or that otherwise violate law or create the appearance of impropriety. You
should contact the Legal Department if you have any questions as to whether a
payment is proper.




Gifts
and entertainment




You may,
from time to time, provide or accept business amenities to aid in building
legitimate business relationships. Business amenities may include gifts, meals,
services, entertainment, reimbursements, loans, favors, privileges or other
items of value.




Any
business amenity should be consistent with customary business practice and
should be reasonable and appropriate for the circumstance. Business amenities
should not be lavish or excessive. Business amenities should not violate law or
create an appearance of impropriety. You should avoid providing or accepting any
cash payment, or other business amenity that can be construed as a bribe or
payoff. All company funds expended for business amenities must be accurately
recorded in the company’s books and records. We encourage you to contact the
Legal Department if you have any questions as to whether a business amenity is
permissible.




In some
business situations outside of the United States, it is customary and lawful for
business executives to present gifts to representatives of their business
partners. These gifts may be of more than a nominal value, and under the
circumstances, returning the gifts or paying for them may be an affront to the
giver. If you find yourself in such a situation, you must report the gift to the
General Counsel. In some cases, you may be required to turn the gift over to the
company.




Special
restrictions apply when dealing with government employees. For more information,
see the next section on “Working with Governments”.




Selecting
suppliers




The
company’s policy is to select suppliers based on the merits of their products,
services and business practices and to purchase supplies based on need, quality,
service, price and other terms and conditions of sale. You may not establish a
business relationship with any supplier if you know that its business practices
violate applicable laws.




13


Handling
the nonpublic information of others




You must
handle the nonpublic information of others responsibly and in accordance with
our agreements with them. Nonpublic information of others includes notes,
reports, conclusions and other materials prepared by a company employee based on
the nonpublic information of others.




You
should not knowingly accept information offered by a third party, including a
customer, supplier or business partner, that is represented as nonpublic, or
that appears from the context or circumstances to be nonpublic, unless an
appropriate nondisclosure agreement has been signed with the party offering the
information. You should contact the Legal Department to coordinate the
appropriate execution of nondisclosure agreements on behalf of the
company.




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




Once the
company has received nonpublic information, you should use all reasonable
efforts to:




·
            abide
      by the terms of the relevant nondisclosure agreement, including any
      obligations with respect to the return or destruction of the nonpublic
      information;




·
            limit
      the use of the nonpublic information to the purpose for which it was
      disclosed; and




·
            disseminate
      the nonpublic information only to those other company employees, agents or
      contractors with a need to know the information to perform their jobs for
      the company, as may be set forth in the relevant nondisclosure
      agreement.




Improperly
obtaining or using assets or information




You may
not unlawfully obtain or use the materials, products, intellectual property,
proprietary or nonpublic information or other assets of anyone, including
suppliers, customers, business partners and competitors. You may not coerce or
improperly induce past or present employees of other companies to disclose
proprietary or nonpublic information of their former or other
employers.




Free
and fair competition




It is our
policy to lawfully compete in the marketplace. Our commitment to fairness
includes respecting the rights of our competitors to compete lawfully in the
marketplace and abiding by all applicable laws in the course of
competing.




Most
countries have well-developed bodies of law designed to encourage and protect
free and fair competition. These laws are broad and far-reaching and regulate
the company’s relationships with its partners, distributors, resellers,
suppliers and customers. Competition laws generally address the following areas:
pricing practices (including predatory pricing, price fixing and 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.




14


Competition
laws also govern, usually quite strictly, relationships between the company and
its competitors. Collusion among competitors is illegal, and the consequences of
a violation are severe. You must not enter into an agreement or understanding,
written or oral, express or implied, with any competitor concerning prices,
discounts or other terms or conditions of sale; profits or profit margins;
costs; allocation of product, customers, markets or territories; limitations on
production or supply; boycotts of customers or suppliers; or bids or the intent
to bid, or even discuss or exchange information on these subjects.




The
company is committed to obeying both the letter and spirit of these laws, which
are often referred to as antitrust, consumer protection, competition or unfair
competition laws. Although the spirit of these laws is straightforward, their
application to particular situations can be quite complex. To ensure that the
company complies fully with these laws, you should have a basic knowledge of
them and should promptly involve our Legal Department when questionable
situations arise.
















15


WORKING
WITH GOVERNMENTS




Overview




Special
rules govern our business and other dealings with governments. Employees, agents
and contractors of the company should use all reasonable efforts to comply with
all applicable laws and regulations governing contact and dealings with
governments, government employees and public officials. If you deal with
governments, government employees or public officials, you should undertake to
understand the special rules that apply. If you have any questions concerning
government relations, you should contact the Legal Department.




Government
contracts




You
should use all reasonable efforts to comply with all relevant laws and
regulations that apply to government contracting. You should refer any contract
with any governmental entity to the Legal Department for review and
approval.




Requests
by regulatory authorities




You must
cooperate with appropriate government inquiries and investigations in accordance
with law. It is important, however, to protect the legal rights of the company
with respect to its nonpublic information. All government requests for company
information, documents or investigative interviews should be referred to the
Legal Department. You should work with the Legal Department in responding to
requests by regulatory authorities to ensure appropriate responses and to avoid
inappropriate disclosure of attorney-client privileged materials, trade secret
information or other nonpublic information. This policy should not be construed
to prevent an employee from disclosing information to a government or law
enforcement agency where the employee has reasonable cause to believe that the
information discloses a violation of, or noncompliance with, a state or federal
statute or regulation.




Improper
payments to government officials




You may
not offer any payment or business amenity to a public official or a government
employee if doing so could reasonably be construed as having any connection with
the company’s business, even if it has a nominal value or no value at all. You
should be aware that what may be permissible in dealings with commercial
businesses may be deemed illegal and possibly criminal in dealings with the
government. You should contact the Legal Department for guidance.




Whether
you are located in the United States or abroad, you are also responsible for
fully complying with the Foreign Corrupt Practices Act. The Foreign Corrupt
Practices Act makes it illegal to offer, pay, promise to pay or authorize to pay
any money, gift or other item of value to any foreign official, political party
or candidate to assist the company or another to obtain or retain business. All
managers and supervisory personnel are expected to monitor continued compliance
with the Foreign Corrupt Practices Act.




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 assets—including company funds, employees’ work time and company
premises and equipment—must not be used




16


for, or
be contributed to, political campaigns or political activities under any
circumstances without prior written approval.




Lobbying




You must
obtain approval from the CFO for any work activity that requires lobbying
communication with any member or employee of a legislative body or with any
government official or employee in the formulation of legislation. Work activity
covered by this policy includes meetings with legislators or members of their
staffs or with senior executive branch officials on behalf of the company.
Preparation, research and other background activities that are done in support
of such lobbying communication are also covered by this policy even if the
communication ultimately is not made.




Trade
restrictions




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 deemed exports from the United States and to deemed exports of
products from other countries when those products contain U.S.-origin components
or technology. For example, 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 or access by foreign nationals to certain technology 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 or the provision of controlled
technology to foreign nationals may require a U.S. government
license.














17


PROCEDURAL
MATTERS




Distribution




All
employees will receive a copy of this Code at the time they join the company and
will receive periodic updates. Agents and contractors should also be provided
with a copy of the Code.




Acknowledgment




All new
employees must sign an acknowledgment form confirming that they have read the
Code and that they understand and agree to comply with its provisions. Signed
acknowledgment forms will be kept in your personnel file. Failure to read the
Code or to sign an acknowledgement form does not excuse any person from the
terms of the Code.




Approvals
and waivers




Except as
otherwise provided in the Code, the Board of Directors or its designated
committee must review and approve any matters requiring special permission under
the Code for a member of the Board of Directors or an executive officer. Except
as otherwise provided in the Code, the Chief Financial Officer must review and
approve any matters requiring special permission under the Code for any other
employee, agent or contractor.




Any
waiver of any provision of this Code for a member of the Board of Directors or
an executive officer must be approved in writing by the Board of Directors or
its designated committee and promptly disclosed, along with the reasons for the
waiver, to the extent required by law or regulation. Any waiver of any provision
of this Code with respect to any other employee, agent or contractor must be
approved in writing by the Chief Financial Officer.




Copies of
approvals and waivers will be retained by the company.




Reporting
violations




You
should promptly report violations or suspected violations of this Code to the
CFO at (503) 827-5271, ext 101, or k.rea@znomics.com. If you wish to remain
anonymous, send an anonymous letter addressed to the CFO at 2611 SW 3rd Avenue,
Portland, OR 97201.




If your
concerns relate to accounting, internal controls or auditing matters, or if the
CFO or another executive officer is implicated in any violation or suspected
violation, you may also contact the Audit Committee of the Board of Directors at
dsangrey@aol.com or
(503) 705-2313. If you wish to remain anonymous, send an anonymous letter
addressed to Dwight Sangrey, Board of Directors and Audit Committee Chairman,
2611 SW 3rd Ave.,
Ste 200, Portland, OR 97201.




If you
make an anonymous report, please provide as much detail as possible, including
copies of any documents that you believe may be relevant to the
issue.




When
reports are not made anonymously, reasonable efforts will be made to keep your
identity confidential. In certain circumstances, however, your identity may
become apparent during an investigation or may need to be
disclosed (e.g.,
in regulatory proceedings). Accordingly, it is not possible for the company to
give a blanket guarantee of confidentiality.




18


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




Investigations




The Board
of Directors or its designated committee will be responsible for investigating
violations and determining appropriate disciplinary action for matters involving
members of the Board of Directors or executive officers. The Board of Directors
or its designated committee may designate others to conduct or manage
investigations on its behalf and recommend disciplinary action.




Subject
to the general authority of the Board of Directors to administer this Code, the
Chief Financial Officer will be responsible for investigating violations and
determining appropriate disciplinary action for other employees, agents and
contractors. The Chief Financial Officer may designate others to conduct or
manage investigations on their behalf and recommend disciplinary action. The
Chief Financial Officer will periodically report Code violations and the
corrective actions taken to the Board of Directors or its designated committee.
The Board of Directors reserves the right to investigate violations and
determine appropriate disciplinary action on its own and to designate others to
do so in place of, or in addition to, the Chief Financial Officer.




The
company will promptly investigate any suspected violations. If it is determined
that evidence of a violation exists, the individual subject to investigation
will be notified. The subject of an investigation will have an opportunity to
respond to any allegations made against that person. A person suspected of
violating the Code may be suspended with or without pay while an investigation
is conducted. The company will follow local grievance procedures in
jurisdictions where such procedures apply.




Disciplinary
action




The
company will take appropriate action against any employee, agent or contractor
whose actions are found to violate the Code. Disciplinary actions may include,
at the company’s sole discretion, oral or written reprimand, suspension or
immediate termination of employment or business relationship, or any other
disciplinary action or combination of disciplinary actions as deemed appropriate
to the circumstances. A record of the disciplinary action will be retained in
the employee’s personnel file.




In
determining what disciplinary action is appropriate in a particular case, the
company will take into account all relevant information, including the nature
and severity of the violation, any history of warnings and violations, whether
the violation appears to have been intentional or inadvertent and whether the
violator reported his or her own misconduct. The company will strive to enforce
the Code in a consistent manner while accounting for all relevant information.
An alleged violator may make a written request for reconsideration within 14
days of notification of the final disciplinary decision.




Where the
company has suffered a loss, it may pursue its remedies against the individuals
or entities responsible. Certain violations of this Code may also be subject to
civil or criminal prosecution by governmental authorities and others. Where laws
have been violated, the company will report violators to the appropriate
authorities.









19


ADDITIONAL
INFORMATION




Nothing
in this Code of Business Conduct and Ethics creates or implies an employment
contract or term of employment. Employment at the company is employment at-will.
Employment at-will may be terminated with or without cause and with or without
notice at any time by the employee or the company. Nothing in this Code shall
limit the right to terminate employment at-will. No employee of the company has
any authority to enter into any agreement for employment for a specified period
of time or to make any agreement or representation contrary to the company’s
policy of employment at-will. Only the Chief Executive Officer of the company
has the authority to make any such agreement, which must be in
writing.




The
policies in this Code do not constitute a complete list of company policies or a
complete list of the types of conduct that can result in discipline, up to and
including discharge.




















20


ACKNOWLEDGMENT


CODE
OF BUSINESS CONDUCT AND ETHICS




·
            I
      acknowledge that I have received and read the company’s Code of Business
      Conduct and Ethics.




·
            I
      acknowledge that I understand the standards, policies and procedures
      contained in the Code of Business Conduct and Ethics and understand that
      there may be additional standards, policies, procedures and laws relevant
      to my position.




·
            I
      agree to comply with the Code of Business Conduct and
    Ethics.




·
            I
      acknowledge that if I have questions concerning the meaning or application
      of the Code of Business Conduct and Ethics, any company policies, or the
      legal or regulatory requirements applicable to my position, it is my
      responsibility to seek guidance from my manager, the Human Resources
      Department, the Legal Department or other relevant individuals or
      departments.




·
            I
      acknowledge that neither this Acknowledgement nor the Code of Business
      Conduct and Ethics is meant to vary or supersede the regular terms and
      conditions of my employment by the company or to constitute an employment
      contract.












(print name)







(signature)







(date)









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