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Exhibit 10.23    
    


 
 

STRATEGIC DISTRIBUTION, INC.
  CODE OF BUSINESS CONDUCT AND ETHICS
  For Financial Officers and Senior Executives    
    



Introduction  


        Strategic Distribution, Inc. and its employees are committed to high standards of ethical behavior 


Use and Disclosure of Inside Information  


        Company policy and applicable laws prohibit disclosure of material inside information to anyone outside the Company without a specific business reason for them to
know. It is unlawful and against Company policy for anyone possessing inside information to use such information for personal gain. 



Confidential or Proprietary Information  


        Company policy prohibits employees from disclosing confidential or proprietary information outside the Company, either during or after employment, without Company
authorization to do so. 


Conflicts of Interest  


        Company policy prohibits conflicts between the interests of its employees and the Company. A conflict of interest exists when an employee's personal interest
interferes or may interfere with the interests of the Company. Conflicts of interest may not always be clear, so if an employee has a concern that a conflict of interest may exist, they should consult
with a member of the Audit Committee. 


Waivers  


        When it is deemed to be in the best interests of Strategic Distribution, Inc. and its shareholders, the Audit Committee may grant waivers to employees who
have disclosed an actual or potential conflict of interest. Such waivers are subject to approval by the Board of Directors. 



Commercial Bribery  


        Company policy prohibits commercial bribes, kickbacks and other similar payoffs and benefits paid to any suppliers or customers. 


Fraud  


        Company policy prohibits fraud of any type or description. 


Accounting Controls, Procedures & Records  


        Applicable laws and Company policy require the Company to keep books and records that accurately and fairly reflect its transactions and the dispositions of its
assets. In this regard, the Company's senior executives and financial officers shall: 



	•
	Act
with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.



	•
	Provide
constituents with information that is accurate, complete, objective, relevant, timely and understandable. 



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	•
	Comply
with rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.



	•
	Act
in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing independent judgment to be subordinated.



	•
	Share
knowledge and maintain skills important and relevant to constituents' needs.



	•
	Proactively
promote ethical behavior as a responsible partner among peers in the work environment.



	•
	Achieve
responsible use of and control over all assets and resources for which they are le. 




Protection for Employees Who Provide Evidence of Fraud or Other Breaches of this Code  


        Employees who have evidence of fraud or other breaches of this code are encouraged and expected to report them to a member of the Board of Directors, or a member
of the Audit Committee in
accordance with the Company's Whistleblower policy if applicable. Such reports will be investigated in reference to applicable laws and Company policy. It is unlawful and against Company policy to
institute reprisal or recrimination against employees for reporting such concerns. 


        Breaches
to this code or any other unlawful acts by the Company's officers, directors or employees may be subject to dismissal from employment and/or fines, imprisonment and civil
litigation according to applicable laws. 


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Exhibit 10.23


STRATEGIC DISTRIBUTION, INC. CODE OF BUSINESS CONDUCT AND ETHICS For Financial Officers and Senior Executives