ex10_5.htm


    
      

    

    Exhibit
10.5

     

    
      MARSHALL
HOLDINGS INTERNATIONAL, INC.

      CODE
OF BUSINESS CONDUCT

      


      


      Introduction

      


      This Code
of Business Conduct (“Code”) applies to Marshall Holdings International, Inc.
and all of its subsidiaries, together referred to below as the
“Company.”

      


      We expect
each employee to use sound judgment to help us maintain appropriate compliance
procedures and to carry out our business in compliance with laws and high
ethical standards.  Each employee of the Company is expected to read
this Code and demonstrate personal commitment to the standards set forth in this
Code.

      


      Our
officers and other supervising employees are expected to be leaders in
demonstrating this personal commitment to the standards outlined in this Code
and recognizing indications of illegal or improper conduct.

      


      All
employees are expected to report appropriately any indications of illegal or
improper conduct.

      


      An
employee who does not comply with the standards set forth in this Code may be
subject to discipline in light of the nature of the violation, including
termination of employment.

      


      The Code
of Business Conduct is not a detailed guide for all situations you may
face.  No code can cover every possible situation and no code is a
substitute for good judgment and timely communication, given the specific
factual situation.  Nevertheless, it is a basic statement of what is
expected of you and what you can expect from the Company.  It is
critical that you read and understand this document.

      


      How
to Report Your Concerns

      


      ·              Where to Direct
Questions.  If you have questions about this Code or concerns
about any of the matters listed herein, please first consider speaking with your
immediate manager or supervisor.  If you do not wish to communicate
with that person on the matter, or if you conclude that speaking with your
immediate manager has not produced results, please feel free to contact any
member of our management or director level personnel in the finance, legal, or
human resources departments.

      


      ·              Raising Ethical Concerns is
Protected.  Each of our employees has a responsibility to
report any concerns that others in the Company or our agents may have engaged in
illegal or unethical conduct relating to our business.  If an employee
knows of illegal or unethical conduct and allows it to continue by not reporting
it, this failure may lead to discipline.  We do not discriminate
against employees who honestly report their concerns to us.  In
addition, under federal law, the Company may not discharge or otherwise
discriminate against an employee for any lawful act by the employee to provide
information or assist in an investigation by us or by the government of
violations of federal securities laws.

      


      ·          
    Exception: Deliberately False Claims
Are Prohibited.  However, it is a violation of our standards
for any employee to communicate any information which the employee knows to be
false, including a knowingly false report of illegal or unethical
conduct.

      


      ·       
      Where to Report Your
Concerns.  If you wish to report or discuss any problem
concerning the Company or the matters outlined below, please promptly inform
your supervising manager, or report the matter to our in-house General
Counsel.  If you wish to communicate any matter anonymously, you are
free to do so.  We will maintain the confidentiality of your
communication to the extent possible given the Company’s obligations to take
appropriate action under applicable laws.  Communications intended to
be confidential should be mailed in writing without indicating your name or
address to the Company at _______________________.  You should keep a
copy of this communication yourself in the event you need to show that you took
steps to correct a problem you observed.  There is a form for the
purpose of reporting any such concern attached to this Code.

      


      ·           
  Reporting
Accounting Related Concerns.  In addition to the above, if you
have concerns about the Code of Ethical Conduct for Financial Managers,
accounting, internal accounting controls, or auditing matters relating to the
Company, you should consult our policy on Reporting Suspected Financial
Integrity Concerns described in this Code.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      ·           
   Suggestions for Effective
Communication.  In making a report, including an anonymous
report, you should provide as much information as possible in order to allow an
investigator to evaluate the report.  If specific documents or
computer files will show the violation, these should be
identified.  If possible, you should provide a means by which you can
be contacted in the event an investigator needs follow-up information or wishes
to report back to you as to what he or she has learned.

      


      Our
Commitment to Stockholders

      


      We expect
our employees to share a commitment to protect our assets and manage our
business in the best interests of our stockholders.

      


      ·              
Accuracy of Our Records
and Reporting.  All financial and other business information
pertaining to the Company must be accurately recorded, all financial records and
transactions must adhere to our system of internal controls and accounting
requirements, and no one shall enter any false or artificial information in our
records or reporting systems.  All Company information must be
reported honestly and accurately, whether in internal personnel, safety, or
other records or in information we release to the public or file with government
agencies.

      


      ·           
   Disclosure Controls and
Procedures.  We are required by SEC rules to maintain effective
“disclosure controls and procedures” so that financial and non-financial
information we are required to report in our SEC filings is timely and
accurately reported both to our senior management and in the filings we
make.  All employees are expected, within the scope of their
employment duties, to support the effectiveness of our disclosure controls and
procedures.

      


      ·          
    Stock Trading and Confidential
Information Policy.  The Company’s stock trading policy
prohibits any employee who is aware of material non-public information
concerning the Company from buying or selling securities of the Company or
engaging in any other action to take advantage of that
information.  This policy also applies to information relating to any
other company, including our customers, partners or suppliers, obtained in the
course of employment.  Employees must not disclose or “tip” any of
this material nonpublic information to family, friends, or others outside the
Company.  You should consult our Insider Trading Policy, which sets
forth more fully your obligations in this regard.

      


      ·           
   No
Selective Disclosure.  In addition, SEC rules also prohibit
selective disclosure of material nonpublic information to those outside the
Company in most circumstances.  Therefore, all employees are expected
to assist the Company in keeping all material nonpublic information about the
Company strictly confidential unless and until the Company makes an authorized
press release or other authorized public communication or filing,

      


      ·           
   Information to the
Public.  Our policy is to provide timely public dissemination
of material information about our business only through our employees authorized
for this purpose.  Employees are not under any circumstance to discuss
the Company’s financial, business, or other information with the press (except
for those employees expressly authorized for this purpose) or on any Internet or
other “discussion board,” “chat room,” or similar forum.  Requests
from the media, analysts, or stockholders about the Company must be forwarded to
our Chief Financial Officer for review by our professional staff having
responsibility for these matters.  Please consult our policy statement
on Disclosure of Company Information for additional information regarding your
obligations in this regard.

      


      ·            
  Protection
of Company Assets.  Each employee is personally responsible to
use the Company’s assets only for our lawful, corporate purposes approved by
management.  All employees should help the Company protect its assets
from misuse, theft, damage, or other loss.  Improper or unauthorized
personal use of Company assets is prohibited.

      


      ·            
  Intellectual
Property.  Employees should help the Company maintain the value
of its intellectual property by using care to keep our trade secrets and other
nonpublic information confidential, and limit access to nonpublic information to
those authorized to use it in their duties for the Company.  If
customers or suppliers provide nonpublic information to us in their dealings
with us, our employees are expected to protect that information in the same
manner as the Company’s property.  Employees should also consult the
Employee Confidentiality Agreement they entered into upon employment with the
Company and must abide by its terms.


      
        
           


        

        
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      ·          
    Communications.  Employees
are expected to use appropriate judgment and discretion in their email, memos,
notes and other formal and informal communications relating to our
business.  Communications relating to our business must avoid
inappropriate or derogatory comments about other individuals or companies,
unprofessional language, and unauthorized financial, legal, or business
statements.

      


      ·        
     Retention of
Records.  Employees are expected to follow the records
retention and destruction policies that we implement and communicate from time
to time.  It is the Company’s policy not to destroy or alter our
records or documents (whether in paper form, emails, or otherwise) in response
to or in anticipation of any legal proceeding or government inquiry or
investigation.  Federal criminal liability may be imposed on any
person who (i) corruptly alters, destroys, mutilates, or conceals a record,
document, or other object with the intent to impair its availability for use in
an official proceeding, or (ii) knowingly alters, covers up, falsifies, or makes
a false entry in any record, document, or tangible object with the intent to
impede or obstruct the investigation or administration of any matter by a
federal government agency or bankruptcy court.

      


      Our
Commitment to Customers and Business Partners

      


      We are
committed to excellence in service and performance for our customers, and
building mutually advantageous alliances with our business
partners.

      


      ·          
    Customer
Relationships.  Our policy is to build lasting relationships
with our customers through superior development and support, and honest sales
and marketing.  We will comply with applicable advertising laws and
standards, including a commitment that our advertising and marketing will be
truthful, non-deceptive, and fair, and will be backed up with evidence before
advertising claims are made.  Our policy also prohibits making false
or deceptive statements about our competitors, and giving or accepting
kickbacks, bribes, inappropriate gifts, and other matters prohibited under the
conflict of interest topic in this Code.

      


      ·          
    Protecting Information about
Others.  We are committed to treating confidential information
of our customers and business partners with at least the level of care we use to
protect our own proprietary or confidential information.  All
employees are expected to use sound judgment in limiting access to confidential
information about our customers and business partners to those individuals in
the Company who need to know this information to carry out their
jobs.

      


      ·          
    Commitment to
Quality.  Our long-term reputation and business viability
depend upon our continued maintenance of high quality in the products and
services we provide.  We are committed to deliver our products only in
accordance with the documentation, safety, quality control, and other procedures
we maintain from time to time.

      


      ·          
    Special Concerns with Government
Customers.  Special legal and contracting rules usually apply
to our dealings with domestic and foreign government agencies.  Many
national, state, or other local governmental agencies impose bidding or
procurement requirements, special billing and accounting rules, and restrictions
on subcontractors or agents we may engage.  Domestic or foreign laws
or regulations may also impose strict limits on any kind of benefits or gifts
offered to officials, including limitations on hiring former government
officials or their family members.  Our employees who deal with
domestic or foreign government agencies are expected to know the laws applicable
to these business activities, and to use sound judgment to avoid any violations
of the letter or spirit of the laws prohibiting corrupt practices in connection
with government contracting.

      


      ·           
   Suppliers.  Our
contracts with suppliers of products and services to us are to be based
exclusively on the best interests of the Company and its business, reflect a
fair price for the deliverables provided to us, and documented in accordance
with appropriate approval, contracting, and internal control
procedures.

      


      ·            
  Business
with Third Parties.  We expect that our consultants, agents,
distributors, subcontractors, and other business partners will adhere to lawful
and ethical business practices.  It is important to the Company’s
reputation that we avoid doing business with companies which violate applicable
laws or have reputations which could harm our business.  Our policy
prohibits engaging agents or other third parties to do indirectly what we as a
company should not do under our own policies outlined in this
Code.


      
        
           


        

        
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      Our
Commitment to Each Other

      


      We expect
each employee to promote a positive working environment for all.

      


      ·         
    Respect for Our
Employees.  The Company’s employment decisions will be based on
reasons related to our business, such as job performance, individual skills and
talents, and other business-related factors.  Company policy requires
adherence to all national, state, or other local employment
laws.  Company policy prohibits discrimination in any aspect of
employment based on race, color, religion, sex, sexual preference, marital
status, national origin, disability, or age, within the meaning of applicable
laws.

      


      ·            
  Abusive or
Harassing Conduct Prohibited.  Company policy prohibits abusive
or harassing conduct by our employees toward others, such as unwelcome sexual
advances, comments based on ethnic, religious, or racial aspects, or other
non-business, personal comments or conduct which makes others uncomfortable in
their employment with us.  We encourage employees to report harassment
or other inappropriate conduct as soon as it occurs.  Supervisors must
report harassment that they observe or which comes to their
attention.

      


      ·           
   Health
and Safety.  We expect all employees to help us to maintain a
healthy and safe working environment and to report promptly any unsafe or
hazardous conditions or materials, injuries, and accidents connected with our
business.  Employees must not work under the influence of any
substances that would impair the safety of themselves or others.  All
threats or acts of physical violence or intimidation are prohibited, regardless
of whether the speaker intended them to be threatening.

      


      Competition

      


      We are
committed to compete effectively, but lawfully, in our business
markets.

      


      ·          
    Compliance with Antitrust
Laws.  The Company and its employees must comply with the
antitrust and unfair competition laws of the countries in which the Company
engages in business.  These laws vary by country and can be
complex.  Employees having roles which may implicate antitrust laws
are responsible for knowing the laws that apply to their business activities,
and should speak to the Legal Department if any questions
arise.  Generally, these laws prohibit or regulate attempts to
monopolize or otherwise restrain trade, selling products below cost, price
fixing or other agreements with competitors that would divide or allocate
customers or otherwise harm customers, “tying” arrangements that require a
customer who wishes to buy a given product to buy other products or services,
artificially maintaining prices, and certain other overly restrictive
agreements.  Our employees must not exchange nonpublic sales
information with competitors.

      


      ·          
    Fair Methods of
Competition.  The Company is committed to competition on a
lawful and ethical basis.  Our employees must not use improper or
illegal means of gaining competitive information that is confidential or
proprietary information owned by others.  Our employees must not use
or disclose confidential or proprietary information which they may have from
past employment with other employers.

      


      Conflicts
of Interest

      


      We expect
all of our employees to avoid allowing their private interests to interfere, or
appear to interfere, with the interests of the Company as a whole.

      


      ·           
   Generally.  Employees
are expected to make or participate in business decisions and actions in the
course of their employment with us based on the best interests of the Company as
a whole, and not based on personal relationships or
benefits.  Although some general guidelines are provided in this Code,
our employees are expected to apply sound judgment to avoid conflicts of
interest that could negatively affect the Company or its business, whether or
not we have specific rules for that particular situation.  Employees
are expected to disclose to us any situations that may involve inappropriate or
improper conflicts of interests affecting them personally or affecting other
employees or those with whom we do business, as described in “How to Report Your
Concerns” discussed above.


      
        
           


        

        
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      ·           
   Business
Referrals.  A conflict of interest could arise if an employee
of the Company, an immediate family member, or close personal friend has a
substantial financial or other personal stake in a company that transacts
business with us.  Employees should not use their position with the
Company to influence the negotiation, bidding, or selection process of these
business transactions.  Employees in a potential conflict of interest
situation should disclose the relationship or interest to and seek guidance from
their supervisors.  In certain circumstances, the employee and his or
her supervisor will need to seek the prior written authorization of our Chief
Executive Officer or Chief Financial Officer.  In similar
circumstances, our executive officers shall disclose such interest to and obtain
the approval of our Audit Committee.  In considering whether to
approve the business transaction, we may take into account whether there is a
likelihood that the relationship will improperly influence the decision to do
business with the company and whether we would have a valid business reason to
do business with the company if the relationship did not exist.

      


      ·           
   Personal
Investments.  Generally, our employees must avoid investments
in other companies with which we do business (or that are our competitors) if
these investments could create the fact or appearance of a conflict of
interest.  Investing in less than five percent in publicly traded
securities of other companies is generally not prohibited so long as there is no
violation of our policy relating to trading while in possession of material
nonpublic information about other companies.  Employees desiring to
invest in more than five percent in publicly traded securities of other
companies must first disclose such proposed investment to his or her supervisor
and obtain the prior written authorization of our Chief Executive Officer or
Chief Financial Officer.  Our executive officers shall disclose the
proposed investment to and obtain the approval of our Audit
Committee.

      


      ·   
           Corporate
Opportunities.   Employees must also refrain from purchasing
property or otherwise taking for themselves personally a business opportunity
that they learn about through their employment with us or use of the Company’s
information.

      


      ·       
       Prohibited
Competition.  Employees may not compete with us during the term
of their employment, and may not initiate any steps to compete with us while
still employed by the Company.

      


      ·           
   Outside Compensation and
Activities.  While employed by us, our employees must not work
for or seek or accept personal payments from any customer, supplier, competitor,
distributor, reseller, or other business partner of the Company, except as
approved in writing by an authorized officer of the Company.  Trade
secrets and other nonpublic know-how and information learned at the Company must
not be used in activities outside the Company or in other ways that could harm
our business.

      


      ·         
     Outside Board
Service.  Employees are required to obtain prior written
authorization from the Company for service as a director, general partner,
manager, officer, or similar position with any privately-held or public business
entity or as an appointee to any kind of governmental or quasi-governmental
agency or body.  Service solely as a director or trustee of nonprofit
corporations engaged in charitable activities does not require approval unless
that activity could involve improper conflicts of interest.

      


      ·         
     Gifts and
Gratuities.  Our employees must not seek or accept gifts or
gratuities in the form of services or other items of value from our customers,
other business partners, or other parties with whom the Company
contracts.  Our employees must not offer or give anything of value
that could be or appear to be a bribe or otherwise illegal
payment.  These prohibitions do not apply to items of truly nominal
value such as generally free promotional items, assuming these items are not
otherwise prohibited by applicable law or custom.  Employees should
never accept anything that would appear to create a conflict of
interest.  In the unusual situation where refusal to accept a true
gift might hurt our business, be sure to consult the appropriate officer or
manager of the Company concerning the proper means of resolving the
situation.

      


      ·          
    Business
Entertainment.  Extending or accepting invitations to
reasonable meal, public event, and similar business activities incurred for bona
fide business purposes are generally acceptable, assuming the costs are not
disproportionate to the business purpose and otherwise do not create the fact or
appearance of a conflict of interest.  Our employees are expected to
avoid sponsoring or accepting invitations to highly expensive events funded with
corporate funds or personal celebrations such as birthday parties with costs
paid with corporate funds at which the business purpose may appear
incidental.  Attending entertainment events which may appear contrary
to professional standards of conduct should be avoided.  Government
officials should not be invited to entertainment events without first assuring
that appropriate management of the Company approves the invitation and confirms
that it is not prohibited by law.


      
        
           


        

        
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      ·           
   Travel.  Employees
are expected to comply with the Company’s travel policies in effect from time to
time.  We expect that all travel-related expenses must be used,
accurately reported, and recorded in compliance with these
policies.  If these expenses are to be paid by a customer or other
business partner of ours, or if you wish to pay the expenses of your customer or
other business contact, or any representative of a government agency, traveling
to our location, your manager or one of our officers must approve these in
advance.

      


      Legal
Compliance Generally

      


      We expect
our employees to be committed to pro-active compliance with all applicable laws
and regulations affecting the Company and its business.  In addition
to the laws referred to elsewhere in this Code:

      


      ·   
           General Standard of
Compliance.  Our employees must comply with all applicable laws
and regulations in every location in which we conduct our
business.  Competitive factors, personal goals, and pressure from
supervisors, customers, or others shall never be an acceptable excuse for
violating applicable laws.

      


      ·        
      Prohibited Corrupt
Practices.  The Company must comply with the United States
Foreign Corrupt Practices Act and other anti-corruption laws that apply wherever
we do business.  Our employees and agents must not directly or
indirectly offer or make a corrupt payment to any domestic or foreign government
officials or employees of enterprises owned or controlled by a government
agency.  Our employees must not engage in any form of fraud, including
but not limited to embezzlement, theft, hiding, or misuse of Company assets, or
falsification of records.

      


      ·         
     Prohibited Political
Contributions.  Unless first approved by an executive officer
of the Company, none of our employees shall contribute in the Company’s name or
on the Company’s behalf, any cash, services, or property of any kind for or in
support of any political candidate, committee, initiative, or
activity.  No lobbying efforts or contracts shall be undertaken in the
Company’s name or on the Company’s behalf without the prior approval of the
Chief Financial Officer or the Legal Department.

      


      ·          
    Import and Export
Restrictions.  The Company and its employees must comply with
applicable restrictions under domestic and foreign laws relating to importing or
exporting technology, products, services, or regulated
information.  Employees who travel on Company business to foreign
countries are expected to know and abide by applicable import/export and similar
restrictions.

      


      ·         
    Environmental
Laws.  We respect the policies and requirements of domestic and
foreign laws aimed at protecting the environment.  We expect a
commitment from our employees to report appropriately any violations of
environmental laws and any exposure to hazardous materials or substances which
are not being handled or disposed of properly.

      


      ·          
    Intellectual Property
Laws.  We expect our employees to conduct our business and use
our business systems and facilities in ways which avoid any violations of
copyright, trademark, service mark, patent, trade secret, or other intellectual
property rights held by third parties.

      


      ·          
    Software
Development.  Our software products must be free and clear of
any improper copying or unauthorized use of software code or confidential
information owned by third parties.  It is against Company policy to
intentionally adopt the “look and feel” of software or other products of third
parties.  Our employees engaged in the development, implementation,
and maintenance of our software must avoid any actions that would impair our
rightful ownership of our software or our reputation for providing reliable,
proprietary software products.

      


      Code
of Ethical Conduct for Financial Managers

      


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

      


      ·          
    Provide constituents with information that is
accurate, complete, objective, relevant, timely, and understandable to ensure
full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Company files with, or submits to the SEC and other
government agencies, and disseminates in other public
communications;


      
        
           


        

        
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      ·          
    Comply with rules and regulations of federal,
state, provincial, and local governments, and other appropriate private and
public regulatory agencies;

      


      ·    
          Act in good
faith, responsibly, with due care, competence, and diligence, without
misrepresenting material fads or allowing his or her independent judgment to be
subordinated;

      


      ·        
      Respect the confidentiality of
information acquired in the course of his or her work except when authorized or
otherwise legally obligated to disclose.  Confidential information
acquired in the course of his or her work is not used for personal
advantage;

      


      ·            
  Share knowledge and maintain skills important and relevant to
their constituents’ needs;

      


      ·         
     Proactively promote ethical behavior as a
responsible partner among peers in the work environment and community;
and

      


      ·          
    Achieve responsible use of and control over all
assets and resources employed or entrusted to him or her.

      


      Our
Communities

      


      We
respect our employees’ involvement in the community, charity, and political
activities and causes they may choose, so long as these activities do not
interfere with job responsibilities to us.  No employee may represent
that the employee’s views or activities represent the Company.  Our
employees must not engage in any unwanted solicitations or pressure toward other
employees relating to charitable, religious, or political causes.

      


      Waivers
Requested by Our Officers and Directors

      


      This Code
applies to our officers as well as to our employees generally.  Our
directors are also expected to abide by the principles of this Code, within the
scope of their duties as directors, as if they were employees of the
Company.  Any waiver of this code of conduct for any individual
officer or director of the Company must be approved, if at all, in advance by a
majority of the independent directors serving on our board of
directors.  Any such waivers granted will be publicly disclosed in
accordance with applicable rules, regulations, and listing
standards.

      


      Adoption

      


      This Code
is adopted effective immediately and applies to all employees, officers, and
directors of Marshall Holdings International, Inc. worldwide, including direct
and indirect subsidiaries.

      


      Attachment:

      Reporting
Financial Integrity Concerns

       

       

      7