**SkyTerra Code of Business Ethics**

**Policy**

Employees shall always exhibit honesty, integrity, and professional conduct in the course of their duties. If this policy is disregarded or violated, employees shall be subject to disciplinary action which may include termination of employment. 

**Policy Application**

SkyTerra operates under a set of broad principles which help employees make ethical decisions in the conduct of business. While adhering to these principles and working within the guidelines, employees are also expected to use their own judgment and experience. SkyTerra expects employees to be honest – with their employer, its customers and other outside parties, and with their co-workers. 

**Basic Corporate Principles**

Personal Honesty and Integrity

SkyTerra expects personal integrity from all employees. Personal integrity is not only a matter of honesty when dealing with SkyTerra funds and property; it also involves being honest with our time and performing our jobs to the best of our abilities. In this sense, personal integrity means doing a fair day's work for a fair day's pay, being punctual, keeping absences to a minimum, and avoiding frequent and lengthy personal telephone calls and email exchanges. It also means reporting to work in a manner fit to perform assigned duties. Such honesty is necessary for the type of work we, as SkyTerra employees do, and for our own satisfaction. 

Conflicts of Interest

All employees owe their first business allegiance to SkyTerra and, therefore, must remain free of interests or relationships which are harmful or detrimental to the company. A person has a conflict of interest when he or she is in a position to exercise judgment on behalf of SkyTerra and has other interests or obligations that might interfere with the exercise of his or her judgment. SkyTerra requires that employees avoid both real conflicts of interest and situations that could give the appearance of being a conflict of interest.

What is a Conflict of Interest?

Conflicts of interest can arise in many ways, and may vary according to the duties and responsibilities of each employee. Some examples of conflicts of interest are shown below:

|   | **•** | An employee is responsible for buying or leasing materials and services on behalf of the Company and make decisions on the basis of price, quality, quantity, delivery and service. If such an employee or that employee's near relative has a direct or indirect interest in a contract with SkyTerra, or in the sale of goods andservices to SkyTerra, there may be a conflict of interest. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | An employee has an outside interest that takes up time or attention that should be devoted to SkyTerra affairs, or otherwise affects the employee's ability to perform his/her duties. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----