Our directors, officers and employees should not be involved in any activity that creates orgives the appearance of a conflict of interest. A “conflict of interest” exists when a person’sprivate interest interferes in any way with the interests of the Company. A conflict situation canarise when a director, officer or employee takes actions or has interests that may make itdifficult to perform his or her work for the Company objectively and effectively. Accordingly,directors, officers and employees are prohibited from taking for their own personal gainopportunities that are discovered through the use of the Company’s property, information orposition, without the written consent of our Board of Directors.     A conflict situation may arise when a director, officer or employee has a financial interest,including significant stock ownership, in any entity with which we do business, or providesservice. Conflicts of interest also may arise when a director, officer or employee, or members ofhis or her family, receives improper personal benefits as a result of his or her position in theCompany. Loans to, or guarantees of obligations of, directors, officers or employees, or theirfamily members, by the Company or any entity with which we do business, may create conflicts ofinterest.     It is almost always a conflict of interest for an officer or employee to have other duties,responsibilities or obligations that run counter to his or her duty to the Company, such as workingor providing service simultaneously for a competitor, customer or supplier of the Company. Thebest policy is to avoid any direct or indirect business connection with the Company’s competitors,customers or suppliers, except on behalf of the Company.     Directors, officers and employees should notify in writing the appropriate person or personsidentified in Section VII of this Code of the existence of any actual or potential conflict ofinterest.**III. FAIR DEALING**     We require our directors, officers and employees to deal honestly and fairly with, and respectthe rights of, our customers, suppliers, competitors and other third parties. Stealing proprietaryinformation, possessing trade secret information that was obtained without the owner’s consent orinducing such disclosures by past or present employees of other companies is prohibited. Eachdirector, officer and employee should endeavor to make our contracts, advertising, literature andother public statements clear and precise and to eliminate any misstatement of fact or misleadingimpressions. No director, officer or employee should take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged information, misrepresentation of material facts orany other unfair-dealing practice.     No bribes, kickbacks or any other form of improper payment, direct or indirect, should ever beoffered, given, provided or accepted by any director, officer or employee, their family members oragents. In addition, no gifts, favors or business entertainment should ever be offered, given,provided or accepted by any director, officer or employee, their family members or agents, unlessit: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is of nominalvalue; (4) cannot be construed as a bribe or payoff; and (5) does not otherwise violate ourcorporate policies or any laws or regulations.
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**IV. RECORD-KEEPING AND PUBLIC DISCLOSURES**     We require honest and accurate recording and reporting of information. All of our books,records, accounts and financial statements must be maintained in reasonable detail, accurately andfairly reflect our transactions, not contain false or misleading entries, comply with generallyaccepted accounting principles at all times and conform both to applicable legal requirements andto our system of internal accounting controls. Unrecorded or “off the books” funds, work or assetsshould not be maintained unless permitted by applicable law or regulation.     We maintain a system of internal accounting controls that will provide reasonable assurancesto our management that all transactions are properly recorded and that material information aboutthe Company is made known to management, particularly during the periods in which our periodicreports are being prepared. We expect our directors, officers and employees to notify [our ChiefFinancial Officer] in writing of any: (1) material information or unreported transactions thataffect the disclosures made in our public filings; (2) information concerning significantdeficiencies and material weaknesses in the design or operation of our internal control overfinancial reporting which are reasonably likely to adversely affect our ability to record, process,summarize and report financial information; and (3) fraud, whether or not material, that involvesmanagement or other employees who have a significant role in our internal control over financialreporting.     Directors, officers and employees should avoid exaggeration, derogatory remarks, guesswork,and inappropriate characterizations of people and companies in their e-mail, correspondence,internal memos, reports and other records and communications, as these things often become publicand can be easily misunderstood. Records always should be retained or destroyed according to ourrecord retention policies. No director, officer or employee should communicate to the public anynonpublic information except through [our Chief Executive Officer or Chief Financial Officer].**V. COMPLIANCE WITH LAWS AND CORPORATE POLICIES**     Our corporate policies have been created to ensure that our directors, officers and employeescomply with applicable laws and governmental regulations. We expect our directors, officers andemployees to respect and obey the law, both in letter and spirit. Reading and understanding ourgeneral corporate policies is a good start to learning some of the laws, rules and regulations thatgovern our lives.     By following our corporate policies, our directors, officers and employees can fulfill ourcommitments to, among other things: (1) maintaining a safe and healthy work environment; (2)promoting a workplace that is free from discrimination or harassment based on race, color,religion, sex, age, national origin, disability or other factors that are unrelated to our businessinterests; (3) supporting fair competition and laws prohibiting restraints of trade and otherunfair trade practices; (4) conducting our activities in full compliance with all applicableenvironmental laws; (5) keeping the political activities of our directors, officers and employeesseparate from our business; (6) prohibiting any direct or indirect illegal payments, gifts, favorsor gratuities to any government officials, candidates or political parties; (7) prohibiting theunauthorized use, reproduction, or distribution of any third party’s trade secrets, copyrightedinformation or
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confidential information; (8) prohibiting the sale or export, either directly or through ourrepresentatives, of our products to countries where technology related goods such as ours may notbe sold; and (9) complying with all applicable state and federal securities laws.     Our directors, officers and employees are prohibited from trading our securities while inpossession of material, nonpublic information about the Company. [Our Insider Trading Policydescribes the nature of such information and the related restrictions on trading.]     We encourage our directors, officers and employees to seek advice regarding the details of thepolicies, laws, rules and regulations with which they must comply, by submitting a written requestto [our Chief Financial Officer or the head of Human Resources].**VI. CONFIDENTIALITY AND CORPORATE ASSETS**     Our directors, officers and employees are entrusted with our confidential information and withthe confidential information of our suppliers, customers or other business partners. Thisinformation may include without limitation: (1) trade secrets, patents, trademarks, copyrights andother proprietary information and ideas; (2) technical or scientific information about current andfuture products, services or research; (3) business, marketing or service plans or projections; (4)earnings and other internal financial data; (5) personnel information; (6) supply and customerlists; and (7) other non-public information that, if disclosed, might be of use to our competitors,or harmful to our suppliers, customers or other business partners. This information is ourproperty, or the property of our suppliers, customers or business partners, and in many cases wasdeveloped at great expense. Our directors, officers and employees must not discuss or discloseconfidential information with, in the presence of or to any unauthorized persons, including familymembers and friends, and must not use confidential information or other Company property orresources for personal gain, for the personal benefit of anyone else or for anything other than ourlegitimate business purposes.     These obligations are described in our confidential information and invention assignmentagreement that we require every director, officer and employee to execute upon commencement ofservice to the Company.**VII. REPORTING AND CONSEQUENCES OF VIOLATIONS**     **Reporting Violations and Asking Questions**     We hold all directors, officers and employees individually responsible for carrying out andmonitoring compliance with this Code. Except as provided in the paragraph below, directors andofficers immediately should report in writing any known or suspected illegal or unethicalbehavior to [the Chairman of our Audit Committee], and employees who are not directors or officersimmediately should report in writing any known or suspected illegal or unethical behaviorto [the Chairman of our Audit Committee or our Chief Financial Officer or head of Human Resources].When in doubt, we encourage directors, officers and employees to seek counseling about the bestcourse of action to take in any particular situation.
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     You may contact any of the above persons by mail addressed to such persons at the Company’sprincipal executive offices. If anyone feels uncomfortable reporting potential or actualviolations to the person or persons identified above, he or she may instead report those matters inwriting to any member of our Audit Committee [or Board of Directors]. If your complaint, concernor question pertains to accounting, internal accounting controls or auditing matters, or financialfraud, securities fraud or other securities law violations, you may also submit the complaint,concern or question, anonymously if you wish, [through our independent and confidential,third-party reporting service / to our Board of Directors or to members of our Audit Committee].[The contact information for the Chairman of the Audit Committee [and our confidential, third-partyreporting service] is as follows: ___________________].     Any questions or reported violations will be addressed immediately and seriously.     **Investigations and Non-Retaliation**     The person or persons to whom a potential or actual violation is reported or forwarded willpromptly investigate any such violation and will oversee an appropriate response, includingcorrective action and preventative measures. [The Chairman of our Audit Committee or our ChiefExecutive Officer] will be involved when appropriate. All reports will be treated confidentiallyto the extent possible.     It is our policy to not allow reprisal or retaliation of any kind against a director, officeror employee who acts in good faith in reporting any known or suspected illegal or unethicalbehavior, or who asks any questions regarding this Code or appropriate actions in light of theCode. All directors, officers and employees must fully cooperate in internal investigations ofmisconduct.     **Consequences of a Violation**     Directors, officers and employees who violate any laws, governmental regulations, or anyprovisions of this Code will face appropriate, case-specific disciplinary action, which may includedemotion or immediate discharge. Any director, officer or employee who engages in illegal activitymay be reported to the appropriate governmental authorities.     **Administration**     Our Board of Directors, Audit Committee, and Nominating Committee have established thestandards of business conduct contained in this Code and generally oversee compliance with thisCode. Our Board of Directors, Audit Committee, and Nominating Committee also are responsible forupdating these standards as they deem appropriate to reflect changes in the legal and regulatoryframework applicable to the Company, the business practices within our industry, our own businesspractices and the prevailing ethical standards of the communities in which we operate. Our AuditCommittee and Nominating Committee will oversee the procedures designed to implement this Code toensure that they are operating effectively.     Training on this Code will be included in the orientation of new employees and provided toexisting directors, officers and employees on an on-going basis. To ensure familiarity with the
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Code, directors, officers and employees will be asked to read the Code and sign the ComplianceCertificate [annually].**VIII. CHANGES IN OR WAIVERS OF THE CODE**     Any change in or waiver of this Code for directors or officers, including the Company’spresident, principal executive officer, principal financial officer, principal accounting officeror controller, or persons performing similar functions, any vice-president in charge of a principalbusiness unit, division or function, or any other officer who performs a policy-making function(such officers, the “Executive Officers”), must be approved by the Company’s Board of Directors.No waiver shall be granted except where necessary and warranted, and where such waiver is limitedand qualified so as to protect the Company to the greatest extent possible. Any waiver of the Codefor directors or Executive Officers will be disclosed in a Current Report on Form 8-K, or inanother form prescribed or allowed by the SEC and the Exchange, filed with the SEC within fourbusiness days after the occurrence of the event.
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**COMPLIANCE CERTIFICATE**I have read and understand the Code of Ethics and Business Conduct of T3 Motion, Inc. (the “Code”).I will adhere in all respects to the ethical standards described in the Code. I further confirmmy understanding that any violation of the Code will subject me to appropriate disciplinary action,which may include demotion or discharge.I certify to T3 Motion, Inc. (the “Company”) that I am not in violation of the Code, unless I havenoted such violation in a signed Statement of Exceptions attached to this Compliance Certificate.**Check one of the following***:     o A Statement of Exceptions is attached.     o No Statement of Exceptions is attached.       Date:               *(Signature)*           Print Name:                    Title/Position:          * If neither box is checked, the Company will assume thatno Statement of Exceptions is attached.