**STRATOS
      RENEWABLES CORPORATION**





**Policies
      and Procedures Relating**


**to
      the Foreign Corrupt Practices Act**





**Part
      I - Bribery Provisions**





1.
            **Improper
                Influence**




No
      offer
      of or payment of any gift, loan or gratuity is to be made either directly or
      indirectly to any business or government entity or any associate of such in
      exchange for or otherwise in an attempt to procure business for the Company.
      Gifts and entertainment may be used with representatives of customers or
      potential customers if they are of limited value, are customary in the
      situation, are legal, and their public disclosure would not embarrass the
      Company. Gratuities may be paid to an associate of a government entity to
      expedite or facilitate the performance of a routine administrative function,
      where such gratuities are legal, customary, are of limited value, and their
      public disclosure would not embarrass the Company.




2.
            **Business
                Courtesies Offered to Foreign Government Employees, Officials and
                Representatives**




The
      U.S.
      Foreign Corrupt Practices Act (“FCPA”) makes it illegal for a U.S. citizen or
      company to corruptly offer or give directly or indirectly to a foreign
      government official anything of value in return for that official’s action or
      nonaction resulting in the U.S. citizen’s or company’s obtaining or retaining
      business. The fact that a foreign official requested an item of value does
      not
      justify such practice under the Act. All employees must strictly adhere to
      the
      requirements of the Act.




Before
      offering a business courtesy to a foreign government employee, official or
      representative, guidance should be obtained from the appropriate business ethics
      adviser or the Company’s general counsel.




3.
            **Compliance
                with Other Laws**




Bribery,
      or the giving of money or anything else of value in an attempt to influence
      the
      action of a public official, is unlawful. You are not authorized to pay any
      bribe or make any other illegal payment on behalf of the Company, no matter
      how
      small the amount. This prohibition extends to payments to consultants, agents
      or
      other intermediaries when you have reason to believe that some part of the
      payment or “fee” will be used for a bribe or otherwise to influence government
      action.




It
      is the
      policy of the Company to obey both foreign and domestic tax laws and foreign
      exchange control laws. You are not permitted on behalf of the Company to enter
      into any transaction which you know or reasonably should know would violate
      these laws.




Neither
      the Company nor its employees should assist any third party in violating the
      laws of any country.





4.
            **The
                Bribery of Government Officials is
                Forbidden**




The
      Company has had a longstanding policy forbidding bribery of government officials
      in the conduct of its business in the United States and abroad. The Company
      also
      expects its employees to comply with the FCPA which prohibits the making or
      offering of any payment to any foreign official to induce that official to
      affect any governmental act or decision or to assist the Company in obtaining
      or
      retaining business. No Company employee anywhere in the world may make a bribe,
      payment or gift to any government official, whether or not there is an intent
      to
      influence. The Company takes this position not only because such bribe, payment
      or gift would be in violation of the law, but also because of the Company’s
      commitment to good government and the fair and impartial administration of
      the
      law.




5.
            **Payments
                to Government Employees**




No
      payments of money, gifts, services, entertainment, or anything of value may
      be
      offered or made available in any amount, directly or indirectly, to any
      government official or employee in any country where such payments are illegal
      or not customary. Such
      payments are never legal in the United States. Such payments should not be
      made
      in other countries, even if legal there, if they are in violation of U.S. laws,
      regardless of the nationality of the recipient. If in
      doubt, contact an attorney for the Company. The FCPA may impose severe penalties
      for failure to follow the policies stated in this paragraph.




6.
            **Foreign
                Representatives, Agents, and
                Consultants**




Commission
      or fee arrangements shall be made only with the firms or persons serving as
      a
      bona fide commercial representatives, agents or consultants. Such arrangements
      may not be entered into with any firm in which a government official or
      associate is known to have an interest unless the arrangement is permitted
      by
      applicable law and has been specifically approved by the company’s general
      counsel. All commission and fee arrangements shall be by written contract.
      Any
      commission or fee must be reasonable and consistent with normal practice for
      the
      industry, the merchandise involved and the services to be rendered. Payments
      shall not be made in cash.




An
      associate may not take any action or authorize any action which involves any
      illegal, unethical, or otherwise improper payment of money or anything else
      of
      value.




If
      a
      situation arises with respect to this payment practices policy about which
      an
      associate has any concern or any questions, the associate should, before taking
      any action whatsoever, immediately review the matter with Chief Financial
      Officer of the Company.




7.
            **International
                Business**




When
      conducting business in other countries, laws and local customs and practices
      will be encountered that differ from those in the United States. The Company’s
      policy is to comply with all laws that apply in the countries where we do
      business. In countries where common customs and practices might indicate
      acceptance of standards of conduct different from those to which we aspire,
      employees should continue to follow the more stringent code of conduct, subject
      to reasonable business judgment.


2


The
      Company’s policy prohibits the making of any payment in violation of the FCPA.
      Except as provided in this section, all payments are forbidden to officials
      or
      employees of governments or governments or government-owned or related agencies.
      In some areas of the world, timely action by low-ranking government employees
      can be obtained only by generally accepted payment of modest gratuities. Payment
      of modest gratuities to induce a person to do only what he or she is required
      to
      do and to which the Company is legally entitled is permissible if it clearly
      conforms to local custom. However, such payments should not be made as a matter
      of course; they should be the exception and not the rule, and should be
      considered only in circumstances where proper alternatives are not meaningfully
      available. Such payments must be properly recorded on the books of accounts.
      In
      no circumstances are any such payments to be made to any official or employee
      of
      any governmental entity or government-related entity of any U.S.
      jurisdiction.




While
      it
      is difficult to monetize “modest gratuities,” local practice and good judgment
      should always be applied. In one country, the expediting of customs clearance
      for a product sample may require payment of a nominal sum, while a commercial
      shipment of a perishable or urgently needed item might require payment of a
      greater amount. In any event, should it appear that significant payments are
      required under conditions that would make failure to deliver extremely
      expensive, the Chief Financial Officer of the Company should be contacted
      promptly for resolution. Such disbursements should be recorded as “facilitating
      payments.”




8.
            **Foreign
                Corrupt Practices Act**




The
      FCPA
      prohibits payments, or offers of payments, of anything of value to foreign
      officials, political parties or candidates for foreign political office in
      order
      to obtain, keep or direct business. Indirect payments of this nature made
      through an intermediary are also illegal. Company employees and representatives
      must comply with this Act.




This
      Act
      also requires that the Company maintain a system of internal accounting controls
      and keep accurate records of the Company’s transactions and assets. The
      following activities are prohibited:




-  maintaining
      secret or unrecorded funds or assets,




-  falsifying
      records; and




-  providing
      misleading or incomplete financial information to an auditor.




**Your
      Responsibilities**




-  **Comply** with
      Company procedures and the highest ethical standards of the United States and
      the foreign country in which the Company is doing business.


3


-  **Do
      not make** any
      payment, regardless of amount, to foreign government officials or
      personnel.




-  **Comply** with
      Company accounting policies and internal control procedures.




-  **Do
      not use** the
      Company’s assets for any unlawful or improper use.




-  **Do
      not create or maintain** a secret
      or unrecorded fund or asset for *any* purpose.




-  **Do
      not make** any
      false or misleading entries in the Company records, or make any payment on
      behalf of the Company without adequate supporting documentation.




-  **Report** violations of the Company financial and accounting policies to your supervisor,
      the Company’s general counsel, or, if established, the Company Hot
      Line.




-  **Consult** with the
      Company’s general counsel if you have any questions.




The
      Company is a tough competitor, but we will play **STRICTLY** by the
      rules!




9.
            **U.S.
                Foreign Corrupt Practices
                Act**




**It
      is the Company’s policy to comply with the FCPA in the U.S. and in every
      jurisdiction in which we operate.**




The
      FCPA’s basis antibribery provision makes it unlawful to pay or offer to pay any
      money, gift, or item of value to any foreign official for the purpose of
      influencing any act or decisions made in his or her official capacity. The
      Act
      is very broadly construed to cover almost any payment or gift to a foreign
      official.




There
      is
      an exception for so-called facilitating payments (payments to obtain such items
      as licenses, permits or police protection), but this exception is very narrowly
      construed and should not be relied upon without consulting with the Company’s
      general counsel.




It
      is the
      Company’s policy to follow both the literal terms of the FCPA and the spirit
      behind the law; any payment or gift to a foreign official for any reason is
      a
      violation of the Business Conduct Policy unless the Company’s general counsel
      has reviewed and approved the gift or payment.




The
      FCPA
      by its terms is limited to payments to government officials. However, the
      Company policy goes further and prohibits any similar questionable payment
      to
      anyone.




Accordingly,
      no employee of the Company may enter into any agreement or arrangement involving
      commissions, rebates, bribes, kickbacks or otherwise, when the employee knows
      or
      suspects that the probable result is to improperly reward anyone in connection
      with existing business or prospective business, whether or not the individual
      is
      a government official.




This
      policy applies worldwide.




10.
            **Foreign
                Activities**




Business
      conduct in foreign countries sometimes differs from that in the United states,
      both in terms of common practice and legality. The simple overriding
      consideration is that if any unethical or illegal activity is necessary to
      obtain or retain any business, the Company will not pursue or seek to retain
      that business.


4


**Gifts**




No
      gift
      intended to corruptly influence any business dealing in which the Company is
      involved may be given to or received from any foreign national. If an exchange
      of gifts is both a legal and normal practice, the Company will provide the
      gift,
      and any gift received will become Company property.




**Payments**




It
      is a
      felony under U.S. laws for the Company, any of its employees, or anyone acting
      on its behalf, to give, offer, promise, or authorize a payment to a foreign
      official, foreign political party or official thereof, or any candidate for
      foreign political office, in connection with obtaining or retaining business
      for
      the Company.




U.S.
      law
      also makes it a felony to pay money or anything of value to a commission agent,
      sales representative, or consultant when there is knowledge or firm belief
      that
      the payment will be used to corruptly influence a government official in
      connection with business the Company is attempting to obtain or retain.
      Political contributions will not be made by or on behalf of the Company in
      foreign countries.




The
      Company will observe the laws of foreign countries in which it operates
      concerning payment of agents’ fees and commissions, provided these laws are not
      in conflict with U.S. law. Employees are not to engage in activities designed
      to
      circumvent foreign laws concerning retaining or paying sales representatives
      and
      consultants.




11.
            **Dealing
                with Foreign Officials**




Do
      not
      promise, offer, or make any payments in money, products or services to any
      foreign official in exchange for in order to induce favorable business treatment
      or to affect any government decision. In some foreign countries, the law may
      permit minor payments to clerical personnel to expedite performance of their
      duties. Such minor payments may be made only with the express approval of the
      country general manager and the Company’s general counsel, must never exceed a
      value of $50 (U.S.) per payment, and must never be made to gain or retain
      business.




12.
            **Foreign
                Corrupt Practices Act**




All
      employees will abide by the provisions of the FCPA. Business transactions will
      be governed by Company policies regarding Payments to Foreign Representatives
      and Foreign Payment Reviews.




13.
            **Facilitating
                Payments**




The
      Company may on occasion be required to make a minor payment to a foreign
      government employee whose duties are essentially ministerial or clerical in
      nature. This minor payment is usually for the purpose of expediting rather
      than
      influencing a particular decision. It is made simply to expedite some matter
      in
      a more timely or efficient manner. Facilitating payments (sometimes called
      “grease payments”) may not be illegal under the FCPA or foreign government law
      enforcement policies and customs; however, in certain instances, such payments
      may be violative of local law enforcement policies or of other Federal statutes,
      particularly if they involve substantial amounts. If they involve large amounts
      or if otherwise material, public disclosure may also be
      required.


5


Facilitating
      payments must be strictly controlled and every effort must be made to eliminate
      or minimize such payments. Facilitating payment, if required, will be made
      only
      in accordance with local custom and practice and with applicable policies of
      the
      Company.




Recognizing
      that some confusion may exist as to the propriety of making facilitating
      payments, such payments should not be made except under the guidance of the
      Company’s general counsel.




14.
            **Improper
                Payments**




As
      a
      result of the FCPA, any company that has securities registered with, or files
      a
      report with the Securities and Exchange Commission, must comply with certain
      specified accounting control standards. These standards apply to domestic
      operations as well as foreign and will be enforced by the Securities and
      Exchange Commission. Basically, these accounting control standards place the
      burden on a registered company to detect and disclose any improper or illegal
      use of the Company’s assets or the misuse of the Company’s financial
      accountability system. In compliance with the FCPA guidelines, the Company
      specifically will not tolerate:




-  the
      use
      of corporate or subsidiary funds or assets for any unlawful or improper
      purpose;




-  the
      establishment of any undisclosed or unrecorded funds or assets of the Company
      or
      any subsidiary;




-  the
      recording of any false or artificial entries on the books and records of the
      Company or its subsidiaries for any reason, and no employee shall engage in
      any
      arrangement that results in any such prohibited act; or




-  a
      payment
      on behalf of the Company or any of its subsidiaries with the intention or
      understanding that any part of any such payment is to be used for a purpose
      other than that described by the documents supporting the payment.




Any
      employee having information or knowledge of any unrecorded fund or asset or
      any
      prohibited act shall promptly report such matters to his Department Head or,
      where appropriate, to his Division Head, President of the Company, or Chairman
      of the Board.




Violators
      of this policy are subject to appropriate corporate discipline, including
      dismissal for cause. Employees are reminded that willful violation of this
      policy may also result in prosecution for violation of the Securities Exchange
      Act of 1934.


6


15.
            **Business
                with Foreign Governments**




The
      Company will comply with the FCPA which prohibits, for the purpose of obtaining
      or retaining business, the giving of money or things of value to any foreign
      official to influence any of his official acts or decisions or to induce him
      to
      use his influence to affect any act or decision of his government or one of
      its
      agencies. This Act further prohibits giving money or items of value to any
      person or firm where there is reason to believe that it will be passed on to
      a
      government official for this purpose.




16.
            **Illegal
                or Unethical Payments, Gifts, Bribes, or
                Gratuities**




The
      Company’s policy is to comply strictly with the FCPA. The Act prohibits payments
      or offers of payments of anything of value to foreign officials, political
      parties, or candidates for foreign political office in order to secure, retain,
      or direct business. Payments made indirectly through an intermediary, under
      circumstances indicating that such payments would be passed along for prohibited
      purposes, are also illegal.




The
      Act
      also contains significant internal accounting control and recordkeeping
      requirements that apply to the Company’s domestic operations. The Act’s intent,
      in requiring these records, is to ensure that a business enterprise maintains
      reasonable control over its assets and all transactions involving those assets.
      All employees are responsible for following Company procedures for carrying
      out
      and reporting business transactions.




17.
            **Payments
                to Foreign Government
                Officials**




The
      FCPA
      also prohibits Company payments to foreign government officials for the purpose
      of obtaining favorable government action or keeping government business.
      Specifically, this law prohibits the Company from directly or indirectly
      offering, promising to pay or authorizing the payment of money or anything
      of
      value to foreign government officials for the purpose of




-  influencing
      the acts or decisions of foreign officials;




-  inducing
      foreign officials to act or fail to act in violation of their lawful duties;
      or




-  inducing
      foreign officials to use their influence to assist in obtaining or retaining  business
      for or directing business to any person.




The
      law
      also prohibits using intermediaries (for example, foreign affiliates, agents,
      consultants and distributors) to channel payments to foreign government
      officials for the same purposes.




A
      minor
      payment to a foreign government official, made to expedite or secure the
      performance of routine government action, might not violate U.S. law if the
      Company can prove that such a payment, often called a “facilitating” payment, is
      made for the purpose of expediting (rather than influencing) a particular
      decision that is classified as “routine government action.” Because such
      payments might violate other laws, such as laws outside the United States,
      or
      might damage the Company’s reputation, consult the Company’s general
      counsel.


7


Before
      making any payment or giving anything of value to a foreign government official,
      or should you have any questions about the proper maintenance of company books
      and records, consult the Company’s general counsel.




**Part
      II – Accounting and Record Keeping Provisions**




1.
                **Integrity
                    of Reports and
                    Records**




Various
      accurate and reliable records are necessary for the Company to meet its legal
      and financial obligations and to manage its business affairs. Integrity in
      the
      reporting and preparation of such records is necessary at all times to safeguard
      our services, our reputation, and our financial and legal standing with the
      public and the communities we serve. The company’s accounts and records are
      prepared and maintained in accordance with he Uniform System of Accounts as
      prescribed by appropriate regulatory bodies and by various other accounting
      standards. These regulations and standards must be followed at all times.
      Additionally, these rules and standards specify the time period for which
      various types of records are to be retained. Unauthorized destruction of records
      is a violation of the law. Reports and records, including those involving time
      spent or material used, vouchers, bills, payroll, service indices, measurement
      plans and all other necessary data must be factual and accurate. Any information
      regarding the location of the equipment or business or trade secrets which
      could
      be used to the detriment of the Company must not be disclosed to unauthorized
      persons.




2.
                **Misuse
                    of Assets or Services; Accurate and Complete
                    Records**




Using
      any
      funds or other assets of the company or its subsidiaries, or providing any
      services for any purpose, that is unauthorized by the Company or violates the
      law of any applicable jurisdiction (domestic or foreign) is strictly
      prohibited.




No
      undisclosed or unrecorded funds or assets of the Company or its subsidiaries
      shall be established for any purpose.




Associates
      should ensure that corporate records accurately reflect all transactions. No
      false or artificial entries shall be made in any Company books or records for
      any reason, and no associate shall engage in any arrangement that results in
      such a prohibited act.




No
      payment shall be approved or made with the intention or understanding that
      it is
      to be used for any purpose other than that described by the document supporting
      the payment.




3.
                **The
                    Company’s Business
                    Records**




Accurate
      business records must be maintained. This has always been the policy of the
      Company. The Company business records must always be prepared accurately and
      reliably and stored properly. All transactions must be executed in accordance
      with the Company’s general or specific authorization. The Company’s books,
      records and accounts must reflect all transactions of the Company and all other
      events that are the subject of a specific regulatory record-keeping
      requirement.


8


Any
      employee having information or knowledge of any hidden fund or asset, of any
      false or artificial entry in the books and records of the Company or any
      inappropriate payment shall promptly report the matter to the Company’s
      Controller and the Company’s general counsel.




4.
                **Falsification
                    of Records**




False
      or
      artificial entries must never be made for any reason in any of the books or
      records of the Company, nor in public record, nor should permanent entries
      in
      the Company’s records be deleted or altered in any way. “Records” may include
      any information stored in any tangible form, including formal books or files,
      correspondence via letter or facsimile, microfilm or other storage media, or
      electronically stored information such as computer files.




No
      payment or receipt on behalf of the Company may be approved or made with the
      intention or understanding that any part of the payment or receipt is to be
      used
      for a purpose other than that described in the documents supporting the
      transaction. “Slush funds” or similar off-book accounts, where there is no
      accounting for receipts or expenditures on Corporate books, are strictly
      prohibited. (Reserves for contingencies properly accounted for on the books
      are
      not considered slush funds.) In some countries in which the Company does
      business, certain discretionary funds are permitted or even encouraged by local
      law and custom and are in accordance with local accounting practice. Such funds
      in those countries may be established only with the prior approval of the Chief
      Financial Officer of the Company.




5.
                **Retention
                    of Records**




Certain
      records received or generated at the Company must be retained for specified
      intervals; other records should be purged on a regular basis. Since it is
      difficult to know what records fall into each category, disposal or destruction
      of Company records and files is not necessarily discretionary with any
      associate, including the originator of such records. Legal and regulatory
      practice requires the retention of certain records for various periods of time,
      particularly in the tax, personnel, health and safety, environmental, contract,
      and corporate structure areas. In addition, when litigation or governmental
      investigation or audit is pending or imminent, relevant records must not be
      altered or destroyed until the matter is closed. Destruction of records to
      avoid
      disclosure in a legal or governmental proceeding may constitute a criminal
      offense. Refer to the Company’s Record Retention Policy for information on
      retention periods and restrictions. Direct all questions on record retention
      to
      the Company’s general counsel, particularly if any litigation, investigation, or
      administrative action involving the Company or any of its officers, suppliers,
      or customers is pending or threatened.




6.
                **Internal
                    Accounting
                    Controls**




Internal
      accounting controls have been established to manage the Company’s financial
      transactions. The Company adopted these controls to satisfy internal needs
      and
      to assure compliance with generally accepted accounting principles, the
      guidelines of the Financial Accounting Standards Board, and the requirements
      of
      applicable laws and regulations. Because of its far-reaching provisions, one
      of
      these laws, the FCPA, deserves further explanation.




9


**Foreign
      Corrupt Practices Act**




The
      FCPA
      became U.S. federal law in 1977. It applies to U.S. individuals, companies,
      and
      businesses, including their controlled international subsidiaries.




The
      FCPA
      has two basic parts: (1) the antibribery provisions, and (2) accounting and
      record-keeping requirements. The antibribery section prohibits payment of a
      bribe to a non-U.S. official or non-U.S. political party, party official, or
      candidate for political office. The FCPA defines a bribe as anything of value
      given or offered to a non-U.S. official for the purpose of influencing an act
      or
      decision to obtain, retain, or direct business. Anything of value can include
      things other than cash.




Despite
      the reference to “foreign” practices, the FCPA’s accounting and record-keeping
      provisions apply to domestic and international operations of publicly traded
      U.S. companies. These rules originally were intended to prevent the creation
      of
      unreported slush funds or illegal payments to non-U.S. officials. But the
      government also uses them to challenge a wide range of record-keeping practices
      unrelated to illegal payments or non-U.S. operations.




While
      the
      FCPA’s accounting provisions basically restate generally accepted accounting
      principles, it is important to understand that strict accuracy in documentation
      and reporting is required. These provisions can be interpreted to include
      relatively small sums from petty cash funds.




Any
      director, officer, employee or agent of the Company, or any stockholder acting
      on behalf of the Company, who is convicted of violating the FCPA is subject
      to
      substantial fines and/or imprisonment. If convicted, the Company is also subject
      to substantial fines.




**Internal
      Control Guidelines**




The
      Company has established systems, controls, and records for authorizing,
      executing, and recording transactions involving assets and liabilities. The
      Company also controls access to assets and periodically reconciles recorded
      and
      existing assets. The following is a summary of some of the more significant
      internal policies and controls.




**-**  **Compliance.** No
      officer, employee, or other person acting on behalf of the Company will engage
      in any activity that circumvents the Company’s systems of internal
      controls.




**-**  **Illegal
      Payments.** No
      officer, employee, or other person acting on behalf of the Company will in
      any
      way offer, make or cause to be offered or made an illegal payment, contribution,
      or gift of any kind.




**-**  **Cash
      Disbursements.** Company
      policy prohibits cash disbursements except for nominal amounts drawn from
      established and properly recorded petty cash accounts. All checks will be drawn
      only to the ultimate payee. No checks will be made payable to cash or bearer.
      Exceptions can be made to this policy but only with the prior approval of the
      Company’s Chief Financial Officer, general counsel and
      Controller.


10


**-**  **Consulting
      Services and Review Procedures.** Problems
      relating to the FCPA are most likely to occur in the use of consultants who
      perform services outside the United States. A “consultant” is any person or
      entity that provides business, professional, or technical advice to the Company
      or that facilitates relationships between the Company and any other
      person.




A
      consultant cannot be hired without the prior approval of the Company’s general
      counsel or division counsel unless the services are being provided will be
      performed solely in the United States or Canada. Before this approval will
      be
      granted, the proposed written contract must be submitted and an investigation
      conducted to confirm that the consultant is not a government official and has
      the skill and experience to perform the desired services. In addition, the
      relationship must be approved in advance by a designated Company officer or
      officers or the Board of Directors, depending upon the amount of the
      consultant’s proposed fee.




-  **Reporting
      and Review Procedure** .
      Any
      officer, employee, or other agent of the Company who thinks a transaction may
      be
      illegal must report this to the Company’s general counsel. If the Company’s
      general counsel or the reporting person believes a review of the transaction
      is
      necessary, either may request such a review by writing to the Secretary of
      the
      Audit Committee of the Board of Directors.




When
      a
      review is requested, the Audit Committee Secretary will inform management and
      those involved in the transaction that it cannot proceed until the issue has
      been resolved. The Secretary will then proceed with the review procedure as
      required by corporate policy.




All
      appropriate persons, including the reporting individual, will be informed as
      to
      how the issue is resolved. If the review procedure results in a favorable
      decision, the transaction may proceed.




**7.**
            **Books
                and Records**




All
      transactions must be properly recorded, and there is to be no “disbursement or
      receipt of corporate funds outside the Company system of accountability.” This
      means there are to be no “off-books” funds, payments, or transactions; no
“unofficial” funds, payments, or transactions; and all funds, payments, and
      transactions must be recorded in accordance with the regular accounting system
      prescribed by the Company.




It
      is
      impossible to delineate every practice that is or is not permissible, but
      certain guidelines can be set forth.




-  A
      payment
      is prohibited if




-
            it
                is illegal,





-
            no
                record of its disbursement or receipt is entered into the accounting
                records of the Company, or


11


-
            it
                is entered into the accounting records of the Company in a false
                or
                misleading manner.




-  It
      is
      forbidden to




-
            issue
                or authorize the issuance of any official Company document (be it
                an
                invoice, letter, bill of lading, check, receipt, expense report,
                time
                sheet, etc.) that is false or misleading;
                or





-
            knowingly
                receive and treat as accurate a false or misleading document prepared
                by
                another person outside the Company,*e.g.*,
                overbilling (with refund of the overage) and split
                billing.




-
            Payments
                to employees of customers are forbidden. Acceptance of kickbacks
                of any
                kind in connection with transactions is prohibited and any offer
                or hint
                of a kickback, bribe, or other unusual arrangements should be reported
                immediately to the Company’s general counsel. If there is any doubt how
                the matter should be handled, the Company’s general counsel shall consult
                the Chief Financial Officer of the
                Company.




-
            Gifts
                of more than nominal value to any official or employee of any governmental
                entity or government-related entity or any U.S. jurisdiction are
                prohibited. Gifts to officials or employees of foreign governments
                are
                treated as gratuities under the International Business section of
                this
                document. Gifts to others are limited to situations where it appears
                likely that the gift will result in legitimate goodwill for the benefit
                of
                the Company. The value of the gift may vary, depending upon the
                circumstances, but in this, as all other situations, the employee
                is
                expected to exercise good judgment. Payments for meals, tickets,
                lodging,
                transportation, or other services and facilities for customers or
                others
                that are made in direct connection with a legitimate business meeting
                or
                with proper business entertainment are not considered gifts, nor
                are they
                considered payments to an employee of a customer. However, when a
                U.S.
                government contract is involved, consult the Company’s general counsel
                because stricter rules apply.




-
            Subject
                to the law where the payment is requested and to compliance with
                the other
                policies of the Company, payment for goods and services may be made
                in any
                currency and at any place requested, provided documentation of the
                request
                is maintained; payment is made to the creditor in the transaction;
                documentation as to the identity of the payee is maintained; and
                the
                currency and place of payment are properly
                recorded.




-
            Split-salary
                payments may be permissible under certain circumstances. They are
                never
                permitted if the purpose of the split is to aid the employee in evading
                taxes. To assure proper control of this practice, all split-salary
                arrangements must be approved in writing by the chairman of the Human
                Resources Policy Committee.


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-
            Except
                as provided in the International Business section of this document,
                all
                payments are forbidden to officials or employees of government orgovernment-owned
                or government-related agencies.




**8.**
            **Complete
                and Accurate Books, Records, and
                Communications**




The
      Company “General Business Ethics Policy” unequivocally states that the Company
      must make and keep books, records, and accounts that reflect accurately, and
      fairly, and in reasonable detail the transactions and dispositions of the
      company’s assets. Such transactions and activities must be recorded in
      accordance with corporate accounting and financial policies, based on generally
      accepted accounting practices. In the area of government contracting, strict
      compliance with government cost accounting standards, disclosure statements,
      cost principles, and related regulations is also necessary.




False
      or
      misleading statements or entries shall not be intentionally made in the official
      correspondence, reports, books, and records of the company.




Systems
      of internal control will be maintained to ensure that all transactions are
      properly recorded to conform to the foregoing requirements.




**9.**
            **Accurate
                Books and Reporting**




***No
      unrecorded fund or asset or other improper accounts of the Company shall be
      established or maintained for any reason.***




No
      false
      or artificial entries in the Company’s books or records will be made by anyone
      or at anyone’s direction for any reason.




All
      reporting of information (including, but not limited to, expense reports,
      accounts payable, invoice transmittals, inventory summaries, client billing
      data, payroll data, etc.) must be accurate, honest and timely and should be
      a
      fair representation of the facts.




No
      transaction or payment will be made on the Company’s behalf with the intention
      or understanding that the transaction or payment is other than as described
      in
      the documentation evidencing the transaction or supporting the
      payment.




If
      an
      employee believes any such fund, asset, entry, transaction, or payment might
      exist, full disclosure must be made to the Company’s general counsel, the
      Business Conduct Policy Committee Secretary, or the Audit and Control Services
      Group so that appropriate action can be taken.




This
      policy applies worldwide.


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**10.**
            **Accurate
                Books, Records and
                Accounts**




All
      Company payments and other transactions must be properly authorized by
      management and be accurately and completely recorded on Company books and
      records in accordance with generally accepted accounting principles and
      established corporate accounting policies. No false, incomplete or misleading
      entries or records shall be created. No undisclosed or unrecorded corporate
      funds shall be established for any purpose, nor should Company funds be placed
      in any personal or noncorporate account. All corporate assets must be properly
      protected and asset records regularly compared with actual assets; proper and
      prompt action must be taken to reconcile any variances.




**11.**
            **Accounting
                Records**




The
      Company Corporate Policy requires that the Company maintain books and records
      which fairly reflect all transactions of the Company. In addition, all operation
      and employee of the Company are responsible by Corporate Policy for the design
      and maintenance of an adequate system of internal accounting control. Basically,
      Corporate Policy requires that each transaction entered into by the Company
      have
      proper authorization and approval initially, then proper and complete accounting
      and reporting of the transaction. The handling of each transaction is subject
      to
      internal audit verification with reporting of exceptions to management of the
      Company.




12.
            **Accuracy
                of Company Records**




Employees
      must record and report information accurately and honestly. This includes
      accurate reporting of time worked, business expenses incurred, research test
      results, revenue, and costs and other business-related activities. All Company
      records are subject to audit, and financial records should be maintained in
      accordance with generally accepted accounting principles.




Dishonest
      reporting, either inside or outside the Company, will not be tolerated. This
      includes reporting or organizing information in an attempt to mislead or
      misinform. No entry shall be made on the Company’s books and records that
      intentionally hides or disguises the true nature of any
      transaction.




A
      director, officer, or employee may not establish for any purpose an
      unauthorized, undisclosed, or unrecorded fund or asset involving the Company’s
      money or other assets.




A
      director, officer, or employee may not allow transactions with a supplier,
      agent, customer, or other third party to be structured or recorded in a way
      that
      is not consistent with generally accepted business practices.




13.
            **Financial
                Books and Records outside the United
                States**




The
      FCPA
      applies to Company business transactions both inside the United States and
      in
      other countries. It requires the Company and its foreign subsidiaries to
      maintain accurate and complete financial books and records.


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It
      is
      Company policy that all Company operations and employees worldwide must comply
      with all laws and Company policies relating to the accurate and complete
      maintenance of company financial books and records and those that govern
      dealings with governments other than those in the United States. No Company
      funds or assets can be used for any unlawful, improper or unethical purpose;
      no
      undisclosed, unrecorded or secret funds or assets can be established; and no
      false or artificial entries can be made in Company financial books and records
      for any purpose.




All
      Company financial books and records must be maintained in accordance with
      generally accepted accounting principles, Company fiscal procedures, and all
      local or national laws governing the maintenance of corporate books and
      records.


15