CODE OF BUSINESS CONDUCT AND ETHICS





PURSUANT TO NASDAQ RULE 5600 Sec(c)(1)


























Copyright/permission to reproduce





Materials in this document were produced or compiled by The
Governance Box (GBX) for the purpose of providing Public Companies
with governance information and outlining their corporate and
public market obligations to shareholders in accordance with the
applicable laws and policies of the Securities and Exchange
Commission and relevant stock market exchanges of the United States
of America.





The
materials in this manual are covered by the provisions of the
Copyright Act, by other US laws, policies, regulations, and by
international agreements. Such provisions serve to identify the
information source and, in specific instances, to prohibit
reproduction of materials without written permission.





Adopted by Electrameccanica Vehicles Corp. Board of Directors on
this ____ day of December 2017.








CODE OF BUSINESS CONDUCT AND ETHICS





TABLE OF CONTENTS





INTRODUCTION
 1





COMPLIANCE IS EVERYONE'S BUSINESS 2





YOUR RESPONSIBILITIES TO THE CORPORATION AND ITS
STOCKHOLDERS 3





General
Standards of Conduct 3


Applicable
Laws
 3


Conflicts of
Interest
 3


Employment/Outside
Employment 4


Outside
Directorships 4


Business
Interests
 4


Related
Parties
 4


Other
Situations 5


Corporate
Opportunities 5


Protecting
the Corporation's Confidential Information 5


Proprietary
Information and Invention Agreement 5


Disclosure
of Corporate Confidential Information 5


Requests
by Regulatory Authorities 6


Corporate
Spokespeople 6


Obligations
under Securities Laws-” Insider”
Trading 6


Prohibition
against Short Selling of Corporate Stock 7


Use of
Corporation's Assets 7


General
 7


Physical
Access Control 7


Corporate
Funds
 8


Computers
and Other Equipment 8


Software
 8


Electronic
Usage
 8


Maintaining
and Managing Records 9


Records
on Legal Hold 9


Payment
Practices
 9


Accounting
Practices
 9


Political
Contributions 10


Prohibition
of Inducements 10


Foreign
Corrupt Practices Act 10


Export
Controls
 10








RESPONSIBILITIES TO OUR CUSTOMERS AND OUR
SUPPLIERS 12


Customer
Relationships
 12


Payments or Gifts from
Others
 12


Publications of
Others
 12


Handling the Confidential Information of
Others 12


Appropriate Nondisclosure Agreements 12


Need-to-Know
 13


Notes and
Reports
 13


Competitive
Information
 13


Selecting
Suppliers
 13


Government
Relations
 14


Lobbying
 14


Government
Contracts
 14


Free and Fair
Competition
 14


Industrial
Espionage
 15


WAIVERS
 16


DISCIPLINARY
ACTIONS
 16


ACKNOWLEDGMENT OF RECEIPT OF
DOCUMENTS 17











I. INTRODUCTION





This Code of Business Conduct and Ethics (the “Code”)
helps ensure compliance with legal requirements and our standards
of business conduct. This Code
applies to directors, officers, and employees of Electrameccanica
Vehicles Corp. (the “Corporation”). Therefore, all
directors, officers and employees of the Corporation are expected to read
and understand this Code, uphold these standards in day-to-day
activities, comply with all applicable policies and procedures, and
ensure that all agents and contractors are aware of, understand and
adhere to these standards.





Because the principles described in this Code are general in
nature, all corporate directors, officers, and employees should
also review all applicable corporate policies and procedures for
more specific instruction, and contact the CFO with any
questions.





The Corporation is committed to continuously reviewing and updating
its policies and procedures.


Therefore, this Code is subject to modification. This Code
supersedes all other such codes, policies, procedures,
instructions, practices, rules or written or verbal representations
to the extent they are inconsistent.











II. COMPLIANCE IS EVERYONE'S BUSINESS





Ethical business conduct is critical to the business of the
Corporation. Each director,
officer or employee has a responsibility is to respect and
adhere to these practices. Many of these practices reflect legal or
regulatory requirements. Violations of these laws and regulations
can create significant liability for the violator, the Corporation,
its directors, officers, and other employees.





Part of
the job and ethical responsibility of each director, officer and
employee is to help enforce this Code. Each director, officer and
employee should be alert to possible violations and report possible
violations to the CFO.





Each
director, officer and employee must cooperate in any internal or
external investigations of possible violations.





Reprisal,
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 corporate policies, or against any person who is
assisting in any investigation or process with respect to such a
violation, is prohibited.





Violations
of law, this Code, or other corporate policies or procedures should
be reported to the CFO.





Violations
of law, this Code or other corporate policies or procedures by
corporate directors, officers
or employees can lead to disciplinary action up to and
including termination.





In
trying to determine whether any given action is appropriate, use
the following test.


Imagine
that the words you are using or the action you are taking is going
to be fully disclosed in the media with all the details, including
your photo. If you are uncomfortable with the idea of this
information being made public, perhaps you should think again about
your words or your course of action.





In all
cases, if you are unsure about the appropriateness of an event or
action, please seek assistance in interpreting the requirements of
these practices by contacting the CFO.








III. YOUR RESPONSIBILITIES TO THE CORPORATION AND ITS
STOCKHOLDERS





A. General Standards of Conduct





The
Corporation expects all directors,
officers, employees, agents, and contractors to exercise
good judgment to ensure the safety and welfare of employees,
agents, and contractors and to maintain a cooperative, efficient,
positive, harmonious, and productive work environment and business
organization. These standards apply while working on our premises,
at offsite locations where our
business is being conducted, at Corporate-sponsored business and
social events, or at any other place where any director, officer or
employee is acting as a representative of the Corporation.
Directors, officers, employees,
agents, or contractors who engage in misconduct or whose
performance is unsatisfactory may be subject to corrective action,
up to and including termination. Each director, officer and
employee should review the employment handbook for more detailed
information.





B. Applicable Laws





All Corporate directors,
officers, employees, agents,
and contractors must comply with all applicable laws, regulations,
rules, and regulatory orders. Corporate directors, officers andemployees located outside of the United States must comply with laws,
regulations, rules, and regulatory orders of the United States, including the Foreign Corrupt
Practices Act and the U.S. Export Control Act, in addition to
applicable local laws. Each director, officer, employee, agent, and contractor must acquire
appropriate knowledge of the requirements relating to his or her
duties sufficient to enable him or her to recognize potential
dangers and to know when to seek advice from the CFO on specific
Corporate policies and procedures. Violations of laws, regulations,
rules, and orders may subject the director, officer, employee, agent or contractor to individual
criminal or civil liability, as well as to discipline by the
Corporation. Such individual violations may also subject the
Corporation to civil or criminal liability or the loss of
business.





C. Conflicts of Interest





Each
director, officer and employee has a responsibility to the
Corporation, the stockholders and each other.





Although this duty does not prevent any director, officer, and
employee from engaging in personal transactions and investments, it
does demand avoiding situations where a conflict of interest might
occur or appear to occur. The Corporation is subject to scrutiny
from many different individuals and organizations.





Each
director, officer and employee should always strive to avoid even
the appearance of impropriety.





What
constitutes conflict of interest? A conflict of interest exists
where the interests or benefits of one person or entity conflict
with the interests or benefits of the Corporation.





Examples include:





(i)
Employment/Outside
Employment. In consideration of the appointment or employment with the
Corporation, each director, officer, and employee is expected to
devote full attention to the business interests of the Corporation.
Engaging in any activity that interferes with one’s
performance or responsibilities to the Corporation or is otherwise
in conflict with or prejudicial to the Corporation is prohibited.
The Corporation’s policies prohibit any director, officer, or employee from
accepting simultaneous employment with a Corporate supplier,
customer, developer, or competitor, or from taking part in any
activity that enhances or supports a competitor's position.
Additionally, each director, officer and employee must disclose to
the Corporation any interest that may conflict with the business of
the Corporation. Any questions on this requirement should be
directed to a supervisor or the CFO.





(ii)
Outside Directorships. It is
a conflict of interest to serve as a director of any company that
competes with the Corporation. Although a director, officer and
employee may serve as a director of a Corporate supplier, customer,
developer, or other business partner, the Corporation’s
policy requires that approval first be obtained from the
Corporation's Board of
Directors (the “Board”) before accepting a directorship. Any compensation received
should be commensurate to the responsibilities of holding such
position.





Such approval may be conditioned upon the completion of specified
actions.





(iii) Business
Interests. If a
director, officer, and employee is considering investing in a Corporate customer,
supplier or competitor, great care must be taken to ensure that
these investments do not compromise any responsibilities owed to
the Corporation. Many factors should be considered in determining
whether a conflict exists, including the size and nature of the
investment; the ability to influence the Corporation’s
decisions; access to confidential information of the Corporation or
of the other company; and the nature of the relationship between
the Corporation and the other company.





(iv) Related
Parties. As a rule, conducting
Corporate business with a relative or significant other, or with a
business in which a relative or significant other is associated in
any significant role, should be avoided. Relatives include spouse,
sister, brother, daughter, son, mother, father, grandparents,
aunts, uncles, nieces, nephews, cousins, step relationships, and
in-laws. Significant others include persons living in a spousal
(including same sex) or familial fashion with an
employee.





If such a related party transaction is unavoidable, the nature of
the related party transaction must be fully disclosed to the
Corporation's Chief Financial Officer (“CFO”). If
determined to be material to the Corporation by the CFO, the
Corporation's Audit Committee must review and approve in writing in
advance such related party transactions. The most significant
related party transactions, particularly those involving the
Corporation's directors or executive officers, must be reviewed,
and approved in writing in advance by the Corporation's Board. The
Corporation must report all such material related party
transactions under applicable accounting rules, federal securities
laws, and SEC rules and regulations, and securities market rules.
Any dealings with a related party must be conducted in such a way
that no preferential treatment is given to this
business.





The Corporation discourages the employment of relatives and
significant others in positions or assignments within the same
department and prohibits the employment of such individuals in
positions that have a financial dependence or influence (e.g., an
auditing or control relationship, or a supervisor/subordinate
relationship). The purpose of this policy is to prevent the
organizational impairment and conflicts that are a likely outcome
of the employment of relatives or significant others, especially in
a supervisor/subordinate relationship. If a question arises about
whether a relationship is covered by this policy, the CFO is
responsible for determining whether this policy covers an applicant
or transferee’s acknowledged relationship. The CFO shall
advise all affected applicants and transferees of this policy.
Willful withholding of information regarding a prohibited
relationship/reporting arrangement may be subject to corrective
action, up to and including termination. If a prohibited
relationship exists or develops between two employees, the employee
in the senior position must bring this to the attention of his/her
supervisor. The Corporation retains the prerogative to separate the
individuals at the earliest possible time, either by reassignment
or by termination, if necessary.





(v) Other
Situations. Because other
conflicts of interest may arise, it would be impractical to attempt
to list all possible situations. Directors, officers, and employees
should consult the CFO if a proposed transaction or situation
raises any questions or doubts.





D. Corporate Opportunities





Employees, officers, and directors may not exploit for their own
personal gain opportunities that are discovered using corporate
property, information, or position unless the opportunity is
disclosed fully in writing to the Corporation’s Board and the
Board declines to pursue such opportunity.





E. Protecting the Corporation's Confidential
Information





The Corporation's confidential information is an asset. The
Corporation’s confidential information includes our database
of customer contacts; details regarding our equipment procurement
sources; names and lists of customers, suppliers, and employees;
and financial information. This information is the property of the
Corporation and may be protected by patent, trademark, copyright,
and trade secret laws. All confidential information must be used
for Corporate business purposes only. Every director, officer, employee, agent, and contractor must safeguard
it.





THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE CORPORATION’S
CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE
CORPORATION'S PRODUCTS OR BUSINESS OVER THE
INTERNET.





Each
director, officer and employee is also responsible for properly
labeling all documentation shared with or correspondence sent to
the CFO or outside counsel as “Attorney-Client
Privileged.” This responsibility includes the safeguarding,
securing and proper disposal of confidential information in
accordance with the Corporation's policy on Maintaining and
Managing Records set forth in Section III.I of this Code. This
obligation extends to confidential information of third parties,
which the Corporation has rightfully received under Non-Disclosure
Agreements. See the Corporation's policy dealing with Handling
Confidential Information of Others set forth in Section IV.D of
this Code.





(i)
Proprietary Information and
Invention Agreement. Upon joining the Corporation, each
director, officer, and employee signed an agreement to protect and
hold confidential the Corporation's proprietary information. This
agreement remains in effect for the entire term of employment with
the Corporation and remains in effect thereafter. Under this
agreement, the Corporation's confidential information may not be
disclosed to anyone or used to benefit anyone other than the
Corporation without the prior written consent of an authorized
Corporate officer.





(ii)
Disclosure of Corporate
Confidential Information. To further the Corporation's
business from time to time, confidential information of the
Corporation may be disclosed to potential business partners.
However, such disclosure should never be done without careful
consideration of its potential benefits and risks. If, in
consultation with a manager and other appropriate Corporate
management, it is determined that disclosure of confidential
information is necessary, the CFO should be contacted to ensure
that an appropriate written nondisclosure agreement is signed prior
to the disclosure. The Corporation has standard nondisclosure
agreements suitable for most disclosures. A third party's
nondisclosure agreement must not be signed and no changes should be
accepted to the Corporation's standard nondisclosure agreements
without review and approval by the CFO. In addition, all Corporate
materials that contain Corporate confidential information,
including presentations, must be reviewed, and approved by the CFO
prior to publication or use.





Furthermore,
any employee publication or publicly made statement that might be
perceived or construed as attributable to the Corporation, made
outside the scope of his or her employment with the Corporation,
must be reviewed in advance and approved in writing by the CFO and
must include the Corporation's standard disclaimer that the
publication or statement represents the views of the specific
author and not of the Corporation.








(iii)
Requests by Regulatory
Authorities. The Corporation and its directors, officers, employees, agents, and
contractors must cooperate with appropriate government inquiries
and investigations. In this context, however, it is important to
protect the legal rights of the Corporation with respect to its
confidential information. All government requests for information,
documents or investigative interviews must be referred to the CFO.
No financial information may be disclosed without the prior
approval of the CFO.





(iv)
Corporate Spokespeople.
Specific policies have been established regarding who may
communicate information to the press and the financial analyst
community. All inquiries or calls from the press and financial
analysts should be referred to the CFO. The Corporation has
designated its Chief Executive Officer (“CEO”) and CFO
as official Corporate spokespeople for financial matters. These
designees are the only people who may communicate with the press on
behalf of the Corporation.





F. Obligations under Securities Laws-” Insider”
Trading





Obligations
under the U.S. securities laws apply to everyone. In the normal
course of business, officers, directors, employees, agents,
contractors, and consultants of the Corporation may come into
possession of significant, sensitive information. This information
is the property of the Corporation, and any director, officer, or
employee in possession of such information has been entrusted with
it. No director, officer or employee may profit from it by buying
or selling securities on their own behalf, or passing on the
information to others to enable them to profit or for them to
profit on behalf of such director, officer, or employee. The
purpose of this policy is both to inform all Corporate employees of
the legal responsibilities and to make clear that the misuse of
sensitive information is contrary to Corporate policy and U.S.
securities laws.





Insider
trading is a crime, penalized by fines of up to $5,000,000 and 20
years in jail for individuals. In addition, the SEC may seek the
imposition of a civil penalty of up to three times the profits made
or losses avoided from the trading. Insider traders must also
disgorge any profits made, and are often subjected to an injunction
against future violations. Finally, insider traders may be
subjected to civil liability in private lawsuits.





Employers
and other controlling persons (including supervisory personnel) are
also at risk under U.S. securities laws. Controlling persons may,
among other things, face penalties of the greater of $5,000,000 or
three times the profits made or losses avoided by the trader if
they recklessly fail to take preventive steps to control insider
trading.





Thus,
it is important that insider-trading violations not occur. Stock
market surveillance techniques are becoming increasingly
sophisticated, and the chance 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. Any questions
about the ability to trade should be directed to the
CFO.





The
Corporation has imposed a trading blackout period on members of the
Board, executive officers, and certain designated employees who,
because of their position with the Corporation, are more likely to
be exposed to material nonpublic information about the Corporation.
These directors, executive officers and employees generally may not
trade in Corporate securities during the blackout
periods.





For
more details, and to determine whether a trade restriction applies
during trading Blackout periods, each director, officer, and
employee should review the Corporation’s Insider Trading
Compliance Program carefully, paying attention to the specific
policies and the potential criminal and civil liability and
disciplinary action for insider trading violations. Directors, officers, employees, agents, and
contractors of the Corporation who violate this policy are also be
subject to disciplinary action by the Corporation, which may
include termination of employment or of business relationship. All
questions regarding the Corporation's Insider Trading Compliance
Program should be directed to the Corporation's CFO.





G. Prohibition against Short Selling of Corporate
Stock





No Corporate director, officer or other employee, agent or
contractor may, directly or indirectly, sell any equity security,
including derivatives, of the Corporation (1) if he or she does not
own the security sold, or (2) if he or she owns the security, does
not deliver it against such sale (a “short sale against the
box”) within twenty days thereafter, or does not within five
days after such sale deposit it in the mails or other usual
channels of transportation. No Corporate director, officer or other
employee, agent or contractor may engage in short sales. A short
sale, as defined in this policy, means any transaction whereby one
may benefit from a decline in the Corporation's stock price. While
law from engaging in short sales of Corporation’s securities
does not prohibit employees who are not executive officers or
directors, the Corporation has adopted as policy that employees may
not do so.





H. Use of Corporation’s Assets





(i)
General.
Protectingthe
Corporation's assets is a key fiduciary responsibility of every
director, officer, employee,
agent, and contractor. Care should be taken to ensure that assets
are not misappropriated, loaned to others, or sold or donated,
without appropriate authorization. All Corporate directors, officers, employees, agents, and
contractors are responsible for the proper use of Corporate assets,
and must safeguard such assets against loss, damage, misuse, or
theft.





Directors, officers, employees, agents, or contractors who
violate any aspect of this policy or who demonstrate poor judgment
in the way they use any Corporate asset may be subject to
disciplinary action, up to and including termination of employment
or business relationship at the Corporation's sole discretion.
Corporate equipment and assets are to be used for Corporate
business purposes only. Directors,
officers, employees, agents, and contractors may not use
Corporate assets for personal use, nor may they allow any other
person to use Corporate assets. All questions regarding this policy should
be brought to the attention of the
CFO.


(ii) Physical Access
Control. The Corporation has
and will continue to develop procedures covering physical access
control to ensure privacy of communications, maintenance of the
security of the Corporation communication equipment, and safeguard
Corporate assets from theft, misuse, and destruction. Each
director, officer and employee is personally responsible for complying with the
level of access control that has been implemented in the facility
where such director, officer and employee works on a permanent or temporary basis and must
not defeat or cause to be defeated the purpose for which the access
control was implemented.





(iii) Corporate
Funds. Every Corporate
director, officer or employee
is personally responsible for all Corporate funds over which he or
she exercises control. Corporate agents and contractors should not
be allowed to exercise control over Corporate funds. Corporate
funds must be used only for Corporate business purposes. Every
Corporate director, officer,
employee, agent, and contractor must take reasonable steps to
ensure that the Corporation receives good value for Corporate funds
spent, and must maintain accurate and timely records of each
expenditure. Expense reports must be accurate and submitted in a
timely manner. Corporate directors,
officers, employees, agents, and contractors must not use
Corporate funds for any personal purpose.





(iv)
Computers and Other
Equipment. The Corporation strives to furnish directors, officers, and employees with the
equipment necessary to do their jobs efficiently and effectively.
Each director, officer and employee must care for that equipment
and use it responsibly only for Corporate business purposes. If
Corporate equipment is used at home or off site, precautions must
be taken to protect it from theft or damage. All Corporate
equipment must be returned immediately upon termination of
employment. While computers and other electronic devices are made
accessible to directors, officers
and employees to assist them to perform their jobs and to
promote the Corporation's interests, all such computers and
electronic devices, whether used
entirely or partially on the Corporation's premises or with the aid
of the Corporation's equipment or resources, must remain fully
accessible to the Corporation and, to the maximum extent permitted
by law, will remain the sole and exclusive property of the
Corporation.





Directors, officers, employees, agents, and contractors
should not maintain any expectation of privacy with respect to
information transmitted over, received by, or stored in any
electronic communications device owned, leased, or operated in
whole or in part by or on behalf of the Corporation. To the extent
permitted by applicable law, the Corporation retains the right to
gain access to any information received by, transmitted by, or
stored in any such electronic communications device, by and through
its directors, officers,
employees, agents, contractors, or representatives, at any time,
either with or without a
director’s, officer’s, employee's or third
party's knowledge, consent, or approval.





(v)
Software. All software used
by directors, officers, and
employees to conduct Corporate business must be appropriately
licensed. Directors, officers, and employees should never make or
use illegal or unauthorized copies of any software, whether in the
office, at home, or on the road, since doing so may constitute
copyright infringement and may expose such director, officer,
employee and the Corporation to potential civil and criminal
liability. In addition, use of illegal or unauthorized copies of
software may subject the director,
officer, and employee to disciplinary action, up to and
including termination. The Corporation's Information Technology
Department will inspect Corporate
computers periodically to verify that only approved and licensed
software has been installed. Any non-licensed/supported software
will be removed.





(vi)
Electronic Usage. The
purpose of this policy is to make certain that directors, officers, and employees utilize
electronic communication devices in a legal, ethical, and
appropriate manner. This policy addresses the Corporation's
responsibilities and concerns regarding the fair and proper use of
all electronic communications devices within the organization,
including computers, e-mail, connections to the Internet, intranet
and extranet and any other public or private networks, voice mail,
video conferencing, facsimiles, and telephones. Posting or
discussing information concerning the Corporation's products or
business on the Internet without the prior written consent of the
Corporation's CFO is prohibited. Any other form of electronic
communication used by directors,
officers, or employees currently or in the future is also
intended to be encompassed under this policy. It is not possible to
identify every standard and rule applicable to the use of
electronic communications devices. Directors, officers, and employees are
therefore encouraged to use sound judgment whenever using any
feature of our communications systems
and are expected to review, understand and follow such policies and
procedures.





I. Maintaining and Managing Records





The purpose of this policy is to set forth and convey the
Corporation's business and legal requirements in managing records,
including all recorded information regardless of medium or
characteristics. Records include paper documents, CDs, computer
hard disks, email, floppy disks, microfiche, microfilm, or all
other media. Local, state, federal, foreign, and other applicable
laws, rules, and regulations require the Corporation to retain
certain records and to follow specific guidelines in managing its
records. Civil and criminal penalties for failure to comply
with such guidelines can be severe for directors, officers, employees, agents,
contractors and the Corporation, and failure to comply with such
guidelines may subject the director,
officer, employee, agent, or contractor to disciplinary
action, up to and including termination of employment or business
relationship at the Corporation's sole discretion. All original
executed documents that evidence contractual commitments or other
obligations of the Corporation must be forwarded to the CFO
promptly upon completion. Such documents will be maintained and
retained in accordance with the Corporation’s record
retention policies.





J. Records on Legal Hold.





A legal
hold suspends all document destruction procedures to preserve
appropriate records under special circumstances, such as litigation
or government investigations. The CFO determines and identifies
what types of Corporate records or documents are required to be
placed under a legal hold. Every Corporate director, officer, employee, agent, and
contractor must comply with this policy. Failure to comply with
this policy may subject the director,
officer, employee, agent, or contractor to disciplinary
action, up to and including termination of employment or business
relationship at the Corporation's sole discretion.





The CFO
will notify any director, officer, or employee if a legal hold is
placed on records for which that person is responsible. The
necessary records must thereafter be
preserved and protected in accordance with instructions from the
CFO.





RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL
HOLD MUST NOT BE DESTROYED, ALTERED, OR MODIFIED UNDER ANY
CIRCUMSTANCES.





A legal hold remains effective until it is officially released in
writing by the CFO.





Any questions about whether a document has been placed under a
legal hold should be directed to the CFO and the document should be
preserved and protected until the CFO provides
clarification.


K. Payment Practices





(i) Accounting Practices.
The Corporation's responsibilities to
its stockholders and the investing public require that all
transactions be fully and accurately recorded in the Corporation's
books and records in compliance with all applicable laws. False or
misleading entries, unrecorded funds or assets, or payments without
appropriate supporting documentation and approval are strictly
prohibited and violate Corporate policy and the
law.





Additionally, all documentation supporting a transaction should
fully and accurately describe the nature of the transaction and be
processed in a timely fashion.





(ii) Political
Contributions. The Corporation
reserves the right to communicate its position on important issues
to elected representatives and other government officials. It is
the Corporation's policy to comply fully with all local, state,
federal, foreign, and other applicable laws, rules and regulations
regarding political contributions. The Corporation's funds or
assets must not be used for, or be contributed to, political
campaigns or political practices under any circumstances without
the prior written approval of the CFO and, if required, the
Board.





(iii)
Prohibition of Inducements.
Under no circumstances may directors,
officers, employees, agents, or contractors offer to pay,
make payment, promise to pay, or issue authorization to pay any
money, gift, or anything of value to customers, vendors,
consultants, or other party that is perceived as intending,
directly or indirectly, to improperly influence any business
decision, any act or failure to act, any commitment of fraud, or
opportunity for the commission of any fraud. Inexpensive gifts,
infrequent business meals, celebratory events, and entertainment,
provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding
whether a payment or gift violates this policy should be directed
to the CFO.





L. Foreign Corrupt Practices
Act.





The
Corporation requires full compliance with the Foreign Corrupt
Practices Act (FCPA) by all its directors, officers, employees, agents, and
contractors.





The
anti-bribery and corrupt payment
provisions of the FCPA make illegal any corrupt offer, payment,
promise to pay, or authorization to pay any money, gift, or
anything of value to any foreign official, or any foreign political
party, candidate or official, for the purpose of influencing any
act or failure to act in the official capacity of that foreign
official or party; or inducing the foreign official or party to use
influence to affect a decision of a foreign government or agency,
in order to obtain or retain business for anyone, or direct
business to anyone.





All
Corporate directors, officers,
employees, agents, and contractors, whether located in the United
States or abroad, are responsible for FCPA compliance and the
procedures to ensure FCPA compliance.





All
managers and supervisory personnel are expected to monitor
continued compliance with the


FCPA to
ensure compliance with the highest moral, ethical, and professional
standards of the Corporation. FCPA compliance includes the
Corporation's policy on Maintaining and Managing Records in Section
III.I of this Code.





Laws in
most countries outside of the United States also prohibit or
restrict government officials or employees of government agencies
from receiving payments, entertainment, or gifts for winning or
keeping business. No contract or agreement may be made with any
business in which a government official or employee holds a
significant interest, without the prior approval of the
CFO.





M. Export
Controls





Several
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
exports from the United States and to exports of products from
other countries, when those products contain components or
technology of U.S. origin. 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 may
constitute a controlled export. The CFO can provide guidance on
which countries are prohibited destinations for Corporate products
or whether a proposed technical presentation to foreign nationals
may require a U.S. Government license.





IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR
SUPPLIERS





A. Customer Relationships





Each
time a director, officer or employee meets any Corporate customers
or potential customers, that director, officer, or employee
represents the Corporation and should therefore act in a manner
that creates value for the Corporation’s customers and helps
to build a relationship based upon trust. The Corporation and its
employees have provided products and services for many years and
have built up significant goodwill over that time. This goodwill is
one of our most important assets, and the Corporation employees,
agents and contractors must act to preserve and enhance our
reputation.





B. Payments or Gifts from Others





Under
no circumstances may directors,
officers, employees, agents, or contractors accept any
offer, payment, promise to pay, or authorization to pay any money,
gift, or anything of value from customers, vendors, consultants, or
other party that is perceived as intended, directly or indirectly,
to influence any business decision, any act or failure to act, any
commitment of fraud, or opportunity for the commission of any
fraud. Inexpensive gifts, infrequent business meals, celebratory
events, and entertainment, if they are not excessive or create an
appearance of impropriety, do not violate this policy. Questions
regarding whether a payment or gift violates this policy are to be
directed to the CFO.





Gifts
given by the Corporation to suppliers or customers or received from
suppliers or customers should always be appropriate to the
circumstances and should never be of a kind that could create an
appearance of impropriety. The nature and cost must always be
accurately recorded in the Corporation's books and
records.





C. Publications of Others





The
Corporation subscribes to many publications that help directors, officers and employees do their
jobs better. These include newsletters, reference works, online
reference services, magazines, books, and other digital and printed
works. Copyright law generally protects these works, and their
unauthorized copying and distribution constitute copyright
infringement. Consent of the publisher of a publication must be
obtained before copying publications or significant parts of them.
Any questions about whether a publication may be copied should be
directed to the CFO.





D. Handling the Confidential Information of Others





The
Corporation has many kinds of business relationships with many
companies and individuals. Sometimes such other companies and
individuals will volunteer confidential information about their
products or business plans to induce the Corporation to enter a
business relationship with them. At other times, the Corporation
may request that a third party provide confidential information to
permit the Corporation to evaluate a potential business
relationship with that party. The Corporation must take special
care to handle the confidential information of others responsibly,
regardless of how it was obtained. Such confidential information
should be handled in accordance with the agreements with such third
parties. See also the Corporation's policy on Maintaining and
Managing Records in Section III.I of this Code.





(i)
Appropriate Nondisclosure
Agreements. Confidential information may take many forms,
including an oral presentation about a company's product
development plans, which may contain protected trade secrets; a
customer list or employee list; or a demo of an alpha version of a
company's new software, which may contain information protected by
trade secret and copyright laws.





Employees,
officers, and directors should never accept information offered by
a third party that is represented as confidential, or which appears
from the context or circumstances to be confidential, unless an
appropriate nondisclosure agreement has been signed with the party
offering the information.





THE CFO CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY SITUATION,
AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON
BEHALF OF THE CORPORATION.





Even
after a nondisclosure agreement is in place, directors, officers,
and employees should accept only the information necessary to
accomplish the purpose of receiving it, such as a decision on
whether to proceed to negotiate a deal. If more detailed or
extensive confidential information is offered and it is not
necessary for immediate purposes, it should be
refused.





(ii)
Need to Know. Once a third
party's confidential information has been disclosed to the
Corporation, the Corporation has an obligation to abide by the
terms of the relevant nondisclosure agreement and limit its use to
the specific purpose for which it was disclosed and to disseminate
it only to other Corporate employees with a need to know the
information. Every director,
officer, employee, agent and contractor involved in a
potential business relationship with a third party must understand
and strictly observe the restrictions on the use and handling of
confidential information. Any questions about how to handle any
such information should be directed to the CFO.





(iii)
Notes and Reports. Any notes
taken while reviewing the confidential information of a third party
under a nondisclosure agreement, or any reports summarizing the
results of the review or drawing conclusions about the suitability
of a business relationship, can include confidential information
disclosed by the other party and should be retained only long
enough to complete the evaluation of the potential business
relationship. Subsequently, they should be either destroyed or
turned over to the CFO for safekeeping or destruction. As with any
other disclosure of confidential information, these notes or
reports should be marked as confidential and distributed only to
those the Corporation employees with a need to know.





(iv)
Competitive Information. No
director, officer or employee should attempt to obtain a
competitor's confidential information by improper means, and should
never contact a competitor regarding their confidential
information. While the Corporation may, and does, employ former
employees of competitors, it recognizes and respects the
obligations of those employees not to use or disclose the
confidential information of their former employers.





E. Selecting Suppliers





The
Corporation's suppliers make significant contributions to the
success of the Corporation. To create an environment where
Corporate suppliers have an incentive to work with the Corporation,
they must be confident that they will be treated lawfully and in an
ethical manner. The Corporation's policy is to purchase supplies
based on need, quality, service, price and terms and conditions.
The Corporation's policy is to select significant suppliers or
enter significant supplier agreements though a competitive bid
process where possible. Under no circumstances should any Corporate
director, officer, employee,
agent, or contractor attempt to coerce suppliers in any way. The
confidential information of a supplier is entitled to the same
protection as that of any other third party and must not be
received before an appropriate nondisclosure agreement has been
signed. A supplier's performance should never be discussed with
anyone outside the Corporation. A supplier to the Corporation is
generally free to sell its products or services to any other party,
including competitors of the Corporation. In some cases where the
products or services have been designed, fabricated, or developed
to our specifications the agreement between the parties may contain
restrictions on sales.





F. Government Relations





It is
the Corporation's policy to comply fully with all applicable laws
and regulations governing contact and dealings with government
employees and public officials, and to adhere to high ethical,
moral, and legal standards of business conduct. This policy
includes strict compliance with all local, state, federal, foreign,
and other applicable laws, rules, and regulations.





Any
questions concerning government relations should be directed to the
CFO.





G. Lobbying





Directors, officers, employees, agents, or contractors whose
work requires lobbying communication with any member or employee of
a legislative body or with any government official or employee in
the formulation of legislation must have prior written approval of
such activity from the CFO. Activity covered by this policy
includes meetings with legislators or members of their staffs or
with senior executive branch officials. Preparation, research, and
other background activities that are done in support of lobbying
communication are also covered by this policy even if the
communication ultimately is not made.





H. Government Contracts





It is
the Corporation's policy to comply fully with all applicable laws
and regulations that apply to government contracting. It is also
necessary to strictly adhere to all terms and conditions of any
contract with local, state, federal, foreign, or other applicable
governments.





The CFO
must review and approve all contracts with any government
entity.





I. Free and Fair Competition





Most
countries have well-developed bodies of law designed to encourage
and protect free and fair competition. The Corporation is committed
to obeying both the letter and spirit of these laws. The
consequences of not doing so can be severe.





These
laws often regulate the Corporation's relationships with its
distributors, resellers, dealers, and customers. Competition laws
generally address the following areas: pricing practices (including
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.





Competition
laws also govern, usually quite strictly, relationships between the
Corporation and its competitors. As a rule, contacts with
competitors should be limited and should always avoid subjects such
as prices or other terms and conditions of sale, customers, and
suppliers. Employees, agents, or contractors of the Corporation may
not knowingly make false or misleading statements regarding its
competitors or the products of its competitors, customers, or
suppliers. Participating with competitors in a trade association or
in a standards creation body is acceptable when the association has
been properly established, has a legitimate purpose, and has
limited its activities to that purpose.





No
director, officer, employee,
agent or contractor shall at any time or under any circumstances
enter into an agreement or understanding, written or oral, express
or implied, with any competitor concerning prices, discounts, other
terms or conditions of sale, profits or profit margins, costs,
allocation of product or geographic markets, allocation of
customers, limitations on production, boycotts of customers or
suppliers, or bids or the intent to bid or even discuss or exchange
information on these subjects. In some cases, legitimate joint
ventures with competitors may permit exceptions to these rules, as
may bona fide purchases from or sales to competitors on
non-competitive products, but the CFO must review all such proposed
ventures in advance. These prohibitions are absolute and strict
observance is required.








Collusion
among competitors is illegal, and the consequences of a violation
are severe.


Although
the spirit of these laws, known as “antitrust,”
“competition,” “consumer protection” or
unfair competition laws, is straightforward, their application to
situations can be quite complex. To ensure that the Corporation
complies fully with these laws, each director, officer, and
employee should have a basic knowledge of them and should involve
the CFO early on when questionable situations arise.





J. Industrial Espionage





It is
the Corporation's policy to lawfully compete in the marketplace.
This commitment to fairness includes respecting the rights of
competitors and abiding by all applicable laws during competing.
The purpose of this policy is to maintain the Corporation's
reputation as a lawful competitor and to help ensure the integrity
of the competitive marketplace. The Corporation expects its
competitors to respect the rights of the Corporation to compete
lawfully in the marketplace, and the Corporation must respect the
competitors’ rights equally. Corporate directors, officers, employees, agents, and
contractors may not steal or unlawfully use the information,
material, products, intellectual property, or proprietary or
confidential information of anyone including suppliers, customers,
business partners or competitors.





V. WAIVERS





Any
waiver of any provision of this Code for a member of the
Corporation’s Board or an executive officer must be approved
in writing by the Corporation’s Board and promptly disclosed.
Any waiver of any provision of this Code with respect any other
employee, agent or contractor must be approved in writing by the
CFO.





VI. DISCIPLINARY ACTIONS





The
matters covered in this Code are of the utmost importance to the
Corporation, its stockholders, and its business partners, and are
essential to the Corporation's ability to conduct its business in
accordance with its stated values. The Corporation expects all its
directors, officers, employees,
agents, contractors, and consultants to adhere to these rules in
carrying out their duties for the Corporation.





The
Corporation will take appropriate action against any director, officer, employee, agent,
contractor, or consultant whose actions are found to violate these
policies or any other policies of the Corporation. Disciplinary
actions may include immediate termination of employment or business
relationship at the Corporation's sole discretion. Where the
Corporation has suffered a loss, it may pursue its remedies against
the individuals or entities responsible. Where laws have been
violated, the Corporation will cooperate fully with the appropriate
authorities.








VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS
CONDUCT


AND ETHICS





I have received and read the Corporation's Code of Business Conduct
and Ethics. I understand the standards and policies contained in
the Code and understand that there may be additional policies or
laws specific to my job. I further agree to comply with the
Code.





If I have questions concerning the meaning or application of the
Code, any Corporation policies, or the legal and regulatory
requirements applicable to my job, I know I can consult my manager
or the CFO, knowing that my questions or reports to these sources
will be maintained in confidence. I acknowledge that I may report
violations of the Code to the CFO.
































____________________________________


Director, Officer, or Employee Name





Date





Please sign and return this form to the CFO.














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