Integrated
Media Holdings, Inc.




CODE
OF BUSINESS ETHICS




1.0
INTRODUCTION




Integrated
Media Holdings, Inc. and its subsidiaries ("Integrated Media", "we", or "our")
are committed to conducting our business with uncompromising integrity and
ethics. This Code of Business Ethics (this "Code") outlines the standards of
business conduct in furtherance of this commitment. All of our directors,
officers, employees and representatives, including all agents, consultants, and
contractors, are expected to read and understand this Code, uphold these
standards in day-to-day activities, and comply with all other applicable
Integrated Media policies and procedures.




The
principles described in this Code are general in nature and are intended to
provide guidance in recognizing and resolving legal and ethical issues that may
arise in conducting our business. Integrated Media may modify this Code at any
time. This Code does not include all of our policies. Please consult our
policies and procedures for more specific instruction. If you still have
questions or remain uncertain about how to handle a particular matter, please
contact the human resources personnel or General Counsel for further
direction.




2.0
IMPORTANCE OF COMPLIANCE




Ethical
business conduct is crucial to our reputation and success. Our reputation for
integrity and ethics cannot be taken for granted. To maintain our reputation, it
is your responsibility to respect and comply with this Code and the law, and to
exercise good judgment in your decisions and actions.




Part of
your job and ethical responsibility is to help enforce this Code. Violations or
possible violations of law, this Code, or other Integrated Media policies and
procedures should be reported to the human resources personnel, Counsel, the
Chief Executive Officer or other appropriate Integrated Media management. We
will promptly respond to your report of unlawful or unethical conduct, and if
necessary, assign an independent party to investigate and make recommendations.
You are expected to cooperate in any internal or external investigations of
possible violations. Violations of law, this Code or other Integrated Media
policies and procedures by Integrated Media employees can lead to disciplinary
action, up to and including termination of employment.




We
strictly prohibit retaliation against any person who in good faith reports a
violation or a suspected violation of law, this Code or our other policies, or
against any person who is assisting in any investigation or process with respect
to such a violation. Any retaliation against an employee because the employee,
in good faith, sought help or filed a report will result in disciplinary action,
up to and including termination of employment.




3.0
RESPONSIBILITIES AS AN Integrated Media EMPLOYEE




3.1 Positive
Work Environment




We
endeavor to maintain a positive work environment for our employees. We strictly
prohibit discrimination and harassment of any kind based on race, color,
national origin, religion, gender, pregnancy, sexual orientation, disability,
age, veteran status, or other factors that are unrelated to our business
interests. Integrated Media expects you to exercise good judgment to ensure the
safety and welfare of others in the workplace, and to foster a work environment
emphasizing respect and teamwork. These standards do not only apply while
working on our premises, but also when you are at offsite locations where our
business is being conducted, at Integrated Media-sponsored business and social
events, or at any other place where you are a representative of Integrated
Media.




3.2 Avoiding
Conflicts of Interest




While we
respect the privacy of our employees in the conduct of their personal affairs,
you should avoid any activity in which your personal interests may come into
conflict, or appear to conflict, with our interests. The following are some
examples of conflicts of interest:




3.2.1
Employment/Outside
Employment.




As an
employee of Integrated Media, you are expected to devote your best efforts,
time, ability and attention to the business interests of Integrated Media. You
are not to engage in any activity that interferes with your performance or
responsibilities to Integrated Media or is otherwise in conflict with or
prejudicial to Integrated Media. You must disclose to Integrated Media any
interest that you have that may conflict with our business. For example, if you
are employed by or are otherwise providing services on behalf of another
company, it is a conflict of interest to market products in competition with our
current or future products. Further, such separate employment may not conflict
with your invention-rights or confidentiality obligations to Integrated
Media.




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3.2.2
Service
on Outside Boards and Committees.




You
cannot serve on a board of directors or trustees, or on a committee of any
entity whose interests reasonably could be expected to conflict with those of
Integrated Media. You must obtain prior written approval from the Chief
Executive Officer before accepting any outside board or committee position. If
approved, and you hold such a position, you must do so on your own time and must
not hold yourself out as a representative of Integrated Media in connection with
providing such services. Any compensation you receive should be commensurate to
your responsibilities. Such approval may be conditioned upon the completion of
specified actions. In the event that Integrated Media requests that you serve on
a board to represent our interests, you will be paid as an employee and are not
to receive any remuneration as a result of serving on such board.
Notwithstanding the above, you are not required to seek permission to sit on a
board for non-profit or charitable organizations where the likelihood of any
conflict of interest is remote.




3.2.3
Business
Interests.




If you
are considering an investment in a customer, supplier or competitor of
Integrated Media, and you are in a position to influence a decision relating to
such customer, supplier or competitor, we urge you to first ensure that these
investments do not compromise your responsibilities to Integrated Media. Many
factors should be taken into account when determining whether a conflict exists,
including the size and nature of the investment; your ability to influence our
decisions; your access to our confidential information or of the other company;
and the nature of the relationship between Integrated Media and the other
company.




3.2.4
Family
Members.




The
actions of family members may give rise to conflicts of interest because they
may influence your objectivity in making decisions on behalf of Integrated
Media. As a general rule, you should avoid conducting our business with a
relative or significant other, or with a business in which a relative or
significant other is associated in any significant role. 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 or familial fashion with an
employee.




Integrated
Media prohibits the employment of close relatives and significant others in
positions or assignments where there is a direct or indirect reporting
relationship or where an actual or appearance of a conflict of interest exists.
Please refer to our Employment of Relatives policy for further
guidance.




3.2.5
Other
Situations.




Other
conflicts of  may arise that have not been addressed above. If you
have a doubt whether a proposed transaction or situation raises a conflict of
interest, please contact the Human Resources Department or the Legal
Department.




Integrated
Media requires that you disclose any situation that could be expected to give
rise to a conflict of interest. If you suspect that you have a conflict of
interest, or something that others could reasonably perceive as a conflict of
interest, you must report it immediately to the Human Resources Department or
the Legal Department. While such situations are not automatically prohibited,
they are not desirable and may only be waived by our Chief Financial Officer or
Chief Executive Officer and with the concurrence of the General Counsel.
Conflicts of interest of our Board of Directors, executive officers or other
principal officers may only be waived by our Board of Directors and/or the
appropriate committee of our Board of Directors and will be disclosed to the
public as required by law.




3.3 Avoiding
Exploitation of Corporate Opportunities for Personal Gain




Each of
us has an obligation to put the interests of Integrated Media ahead of our
personal interests and to advance our interests when the opportunity to do so
arises. Accordingly, you may not exploit for your own personal gain business
opportunities that are discovered through the use of corporate property,
information or position if in conflict with our interests. For example, if you
become aware of an opportunity to purchase equipment at below market rates
through your employment with Integrated Media, you cannot seek to personally
gain from such opportunity if such opportunity will conflict with our
interests.




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3.4 Gifts and
Other Activities




Receiving
and giving business gifts of nominal value is permissible where customary.
Receiving cash or gifts of significant value is strictly prohibited. Customary
business activities, including meals, transportation and celebratory events, are
proper unless the value, cost, or frequency of the business activities are such
that they could be interpreted as affecting an otherwise objective business
decision. Gifts and other activities should never compromise, or appear to
compromise, your ability to make objective and fair business decisions. Please
refer to our Gift and Activity Policy for additional information.




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




3.5 Protecting
our Confidential Information and Intellectual Property




Our
confidential information is a valuable asset and protecting it is the
responsibility of all of us. our confidential information includes but is not
limited to: data, know-how, trade secrets, designs, mask works, plans, drawings,
specifications, algorithms, developmental or experimental work, test results,
reports, pricing and financial information, product plans, product roadmaps,
customer and supplier lists, marketing techniques and materials, organizational
charts, and personnel information. This information is the property of
Integrated Media and may be protected by patent, trademark, copyright, mask
work, trade secret, and other laws. This obligation extends to confidential
information of third parties, which we have rightfully received under
Non-Disclosure Agreements. Please see Handling Confidential Information of
Others set forth in Section 4.4 of this Code.




3.4.1
Employee
Confidentiality and Invention Agreement.




When you
joined Integrated Media, you signed an agreement to protect our confidential and
proprietary information. This agreement remains in effect for as long as you
work for Integrated Media and after you leave Integrated Media. Under this
agreement, you may not disclose our confidential information to anyone or use it
to benefit anyone other than Integrated Media unless compelled to do so by court
order.




3.4.2
Disclosure
of Company Confidential Information.




From time
to time, we may disclose our confidential information to third parties to
further our business. However, you should never make such disclosure without
first carefully considering its potential benefits and risks. If you determine,
in consultation with your manager and other appropriate Integrated Media
management, that disclosure of confidential information is necessary, you must
then contact the Legal Department to ensure that an appropriate written
nondisclosure agreement is signed prior to any disclosure. We have standard
nondisclosure agreements suitable for most disclosures.




3.4.3
Requests
by Regulatory Authorities.




Integrated
Media and its employees must cooperate with appropriate government inquiries and
investigations. In this context, however, it is important to protect the legal
rights of Integrated Media with respect to its confidential information. All
government requests for information, documents or investigative interviews must
be referred to our Chief Financial Officer or General Counsel. No information
may be disclosed to regulatory authorities without the prior approval of the
Chief Financial Officer or General Counsel.




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3.4.4
Public
Communications.




Integrated
Media has established an External Communications Policy 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 Chief Financial Officer. Integrated Media has designated certain individuals
in the External Communications Policy who are authorized to act as a
spokesperson on its behalf. These designees and other individuals designated by
them from time to time are the only people who may communicate with the press or
financial analysts on our behalf. Making statements, answering questions, or
otherwise communicating with the press or financial analysts outside the narrow
guidelines of our External Communications Policy is strictly
prohibited.




3.6 Safeguarding
our Assets




3.4.1
General. Safeguarding our assets is the responsibility of everyone. Each of us
must use care to ensure that assets are not misappropriated, loaned to others,
sold or donated, without appropriate authorization. You are also responsible for
the proper use of our assets, and must safeguard such assets against loss,
damage, misuse or theft. Our equipment and assets are to be used only for our
business purposes. You may not use our assets for non-incidental personal use,
nor allow other persons to use our assets.




3.4.2
Physical
Access Control.




Integrated
Media has and will continue to develop procedures covering physical access
control to ensure privacy of communications, maintenance of the security of its
communication equipment and to safeguard its assets from theft, misuse and
destruction. You are personally responsible for complying with the level of
access control that has been implemented in the facility where you work on a
permanent or temporary basis. You must not defeat or cause to be defeated the
purpose for which the access control was implemented.




3.4.3
Company
Funds.




Every
employee is personally responsible for all our funds over which he or she
exercises control. Our agents, consultants and contractors should not be allowed
to exercise control over our funds without the prior written approval of the
Chief Executive Officer or the Chief Financial Officer. In all cases, our funds
must be used only for our business purposes. Each of us must take reasonable
steps to ensure that we receive good value for Company funds spent, and must
maintain accurate and timely records of each and every expenditure.




3.4.4
Computers
and Other Equipment.




Integrated
Media provides you with the equipment necessary to efficiently and effectively
perform your job. This equipment remains our property. It is your responsibility
to take all reasonable actions to care and protect our equipment while it is in
your possession. If you use our equipment at your home or off-site, you should
take precautions to protect it from theft or damage. Please refer to our Teleworking Policy for
additional information. Our equipment is for business purposes, and you may not
use it for non-incidental personal use. Once you cease working for Integrated
Media, you must immediately return all of our equipment.




3.4.5
Software.




Software
is protected from unauthorized copying and use by federal and state law. All
software used by employees on Integrated Media systems must be appropriately
licensed. Unauthorized copying or use of software exposes Integrated Media and
you to potential civil and criminal liability. Our Information Technology
Department may inspect our computers periodically to verify that only licensed
software has been installed. Any non-licensed software will be
removed.




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3.4.6
Electronic
Communications Systems Security.




Integrated
Media requires employees to utilize electronic communication systems in a legal,
ethical and appropriate manner. Electronic communications systems within the
organization, include but are not limited to computers, software, e-mail,
connections to the Internet, intranet and extranet and any other public or
private networks, voicemail, video conferencing, facsimiles and telephones. They
also include all communications and records, files, software, and electronic
communications or messages sent, received, or contained in such systems. Posting
or discussing information concerning our products or business on the Internet
without the prior written consent of our Chief Financial Officer or other
designated officer is prohibited. Any other form of electronic communication
provided by Integrated Media, that is used by 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. You are therefore encouraged to use sound judgment
whenever using any feature of our communications systems. Please refer to our
Electronic Communications Systems Security Policy for additional
information.




You are
not entitled to an expectation of privacy with respect to information
transmitted over, received by or stored in any electronic communications system
owned, leased or operated in whole or in part by or on behalf of Integrated
Media. To the extent permitted by applicable law, Integrated Media retains the
right to gain access to any information received by, transmitted by or stored in
any such electronic communications system, by and through its employees, agents,
contractors or representatives, at any time, either with or without an
employee's or third party's knowledge, consent or approval.




3.7 Recording
and Reporting Information




3.7.1
Accounting
and Financial Reporting.




As a
public company, we are required to report financial information accurately and
completely, and have appropriate internal controls to ensure that accounting and
financial reporting complies with the law. Accurate accounting records and
compliance with Generally Accepted Accounting Principles are critical in
providing full, fair, accurate and understandable information in filings with
the Securities and Exchange Commission and disclosures we provide to the public.
If you have responsibilities for, or are involved in these areas, you must
comply with applicable laws and our policies. Violations of the laws associated
with accounting and financing reporting can result in fines, penalties, and
imprisonment, as well as damaging our reputation.




3.7.2
Accurate
Books and Records.




Integrated
Media fully and accurately records all transactions in its books and records in
compliance with all applicable laws. Regardless of whether the reporting is
required by law, false or misleading entries, unrecorded funds or assets, or
payments without appropriate supporting documentation and approval are strictly
prohibited. All documentation supporting a transaction should fully and
accurately describe the nature of the transaction and be processed in a timely
fashion. Employees are required to fill out and submit expense reports
accurately and representing expenses actually incurred. Please refer to our
Travel and Entertainment Policy for additional information.




3.8 Document
Retention and Preservation




You are
encouraged to maintain a clean and efficient workspace, and to discard
unnecessary documents. Nonetheless, Integrated Media is required by various
laws, rules and regulations to retain certain records and to follow specific
guidelines in managing its records. Records include paper documents, CDs,
computer hard disks, e-mail, floppy disks, microfiche, microfilm or all other
media. Civil and criminal penalties for failure to comply can be severe for you
and Integrated Media. Please consult with Document Control or the Legal
Department if you are uncertain about your document retention
obligations




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Document
destruction procedures will be suspended when necessary to preserve appropriate
records under special circumstances, such as litigation or government
investigations. Our Legal Department determines and identifies what types of
Company records or documents are required to be placed under a legal hold. You
must comply with this policy. Failure to comply with this policy may subject you
to disciplinary action, and potentially to criminal prosecution.




Our Legal
Department will notify you if a legal hold is placed on records for which you
are responsible. Records that have been placed under a legal hold must not be
destroyed, altered or otherwise modified. Our Legal Department will notify you
when the legal hold has been removed. If you are unsure whether a document has
been placed under a legal hold, you should preserve and protect that document
while you check with our Legal Department.




3.9 No
Improper Political Contributions




We
encourage our employees to participate in the political process as individual
citizens on their own time. However, business contributions to political
campaigns are strictly regulated by federal, state, local and other laws,
including laws that may exist in non-US countries. Our funds  must not
be used for, or be contributed to, political campaigns or political practices
under any circumstances without the prior written approval of our Chief
Financial Officer and, if required, the Board of Directors.




4.0 OUR
RESPONSIBILITIES TO OTHERS




4.1 Relationships
with Customers




It is
critical for all employees to remember that you represent Integrated Media to
the people with whom you are dealing and that you act in a manner that creates
value for our customers and helps to build a relationship based upon trust.
Integrated Media and its employees have provided products and services for many
years, and have built up significant goodwill and trust with our customers over
that time. This goodwill and trust are among our most important assets, and our
employees, agents, consultants and contractors must act to preserve and enhance
our reputation.




4.2 Relationships
with Suppliers




Our
suppliers make significant contributions to our success. We strive to create an
environment where our suppliers seek to work with Integrated Media. To this end,
they must be confident that we will treat them lawfully and in an ethical
manner. Our policy is to purchase supplies based on need, quality, service,
price and terms and conditions. Our policy is to select significant suppliers or
enter into significant supplier agreements through a competitive bid process
where possible. Payments made for goods or services must be commensurate with
the goods or services received. Under no circumstances should any Integrated
Media 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.




4.3 Relationships
with Competitors




In the
normal course of business, it is not unusual to obtain information about other
companies, including competitors. Indeed, we gather information about
competitors from a variety of legitimate sources in an effort to analyze the
relative strength of our products, services, marketing methods, and financial
performance. There are, however, limits on how you should acquire and use
information about competitors. You should not use any type of improper means to
acquire a competitor's confidential information. Illegal methods such as
stealing, wiretapping, and trespassing are clearly forbidden. Similarly,
improper practices such as hiring a competitor's employees to acquire
confidential information or improperly soliciting confidential information from
a competitor's employees are prohibited. Please remember to exercise good
judgment and discretion when utilizing information about other companies,
including competitors.




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4.4 Confidential
Information of Others




We have
many kinds of business relationships with many companies and individuals. During
the course of these relationships, these companies and individuals may want to
share confidential information with Integrated Media for a particular purpose.
To avoid claims of misappropriation or misuse of the confidential information,
it is important that a written agreement between the parties governing the use
of the confidential information be signed before Integrated Media receives such
information. We will then use and safeguard the confidential information in
accordance with the terms of the written agreement. If you have any questions
regarding the confidential information of others, you should immediately consult
the Legal Department.




5.0 OUR
RESPONSIBILITIES UNDER THE LAW




5.1ComplianceWith
All Applicable Laws and Regulations




Each of
us must obey all applicable laws and regulations. Employees 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. In conducting our
business, you may encounter legal issues in the areas described below. You must
be aware of potential violations and know when to seek advice from the Human
Resources Department or the Legal Department on specific Company policies and
procedures. Failure to comply with applicable laws may subject Integrated Media
and the individuals involved to criminal or civil liability, as well as to
discipline by Integrated Media.




5.2 Free and
Fair Competition




Most
countries have well-developed laws designed to protect consumers and competitors
against unfair business practices and to promote and preserve competition. These
laws are known as antitrust, competition, consumer protection or unfair
competition laws. We are committed to obeying both the letter and spirit of
these laws.




These
laws often regulate our relationship with our distributors, resellers, dealers,
competitors, 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. The following is a
summary of actions that are clear violations of U.S. antitrust
laws:




*
            Price
      Fixing. We may not agree with our competitors to raise, lower or stabilize
      price or any element of price, including discounts and credit terms. In
      addition, we may not set the prices at which customers resell our
      products.




*
            Limitation
      of Supply. We may not agree with our competitors to limit our production
      or restrict the supply of our
services.




*
            Allocation
      of Business. We may not agree with our competitors to divide or allocate
      markets, territories or customers.




*
            Boycott.
      We may not agree with our competitors to refuse to sell or purchase
      products from third parties. In addition, we may not prevent a customer
      from purchasing or using non-Company products or
  services.




*
            Tying.
      We may not require a customer to purchase a product that it does not want
      as a condition to the sale of a different product that the customer does
      wish to purchase.




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Antitrust
laws also govern, usually quite strictly, relationships between Integrated Media
and our competitors. As a general 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
Integrated Media may not knowingly make false or misleading statements regarding
our competitors or the products of our competitors, customers or
suppliers.




No
employee, agent or contractor shall 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, supplier's terms and conditions, boycotts of
customers or suppliers, 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, but our Chief Executive Officer or Chief Financial Officer
must review all such proposed ventures, purchases or sales in advance. These
prohibitions are absolute and strict observance is required. Collusion among
competitors is illegal, and the consequences of a violation are severe,
including possible criminal prosecution.




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. However, you should not
discuss pricing policy or other competitive terms, or other proprietary and
confidential information.




Although
the spirit of these laws may be straightforward, their application to particular
situations can be quite complex. To ensure that we comply fully with these laws,
each of us should have a basic knowledge of them and whenever doubt exists as to
the legality of a particular action or arrangement, it is your responsibility to
contact the Legal Department promptly for assistance, approval, and
review.




5.3 Export
Control Laws




A number
of countries maintain controls on the destinations to which products or software
may be exported. The United States maintains some of the strictest export
controls 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 U.S.-origin components or technology. In
some circumstances, an oral presentation containing technical data made to
foreign nationals in the United States may constitute a controlled export. To
ensure compliance, all shipments of product, software and technology must be
cleared through our Traffic and Customs Department. Additionally, we can provide
guidance on which countries are prohibited destinations for our products or
whether a proposed technical presentation to foreign nationals may require a
U.S. government license.




5.4 Insider
Trading Laws




In the
normal course of business, officers, directors and employees, as well as agents,
consultants and contractors of Integrated Media may come into possession of
significant, sensitive information. You may not profit from it by buying or
selling Integrated Media securities yourself, or by passing on the information
to others, to enable them to profit or for them to profit on your behalf. You
need to be aware of your legal responsibilities and understand that the misuse
of such significant and sensitive information is contrary to our policy and
securities laws.




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"Insider
trading" refers to the purchase or sale of a company stock or other securities
while in possession of material, non-public information relating to that
company. Information is "material" if a reasonable investor would consider it
important in a decision to buy, hold or sell stock or other securities.
Information is "non-public" if it has not been made generally available to the
public by means of a press release or other means of widespread distribution. It
is generally understood that insider trading includes the following: (i) trading
by insiders while in possession of material, non-public information; (ii)
trading by persons other than insiders while in the possession of material,
non-public information where the information either was in breach of an
insider's fiduciary duty to keep it confidential or was misappropriated; or
(iii) communicating or tipping material, non-public information to others,
including recommending the purchase or sale of a security while in possession of
such information. Penalties for insider trading are quite substantial. For more
details, you should review our Non-Public Information and the Prevention of
Insider Trading Policy.




Integrated
Media has adopted Pre-Clearance and Blackout policies for its officers and Board
of Directors that further restricts when such officers and Directors may trade
in Integrated Media securities. If you are unsure as to whether you can trade in
our securities or have questions regarding our Non-Public Information and the
Prevention of Insider Trading Policy, please contact our Chief Financial Officer
or General Counsel.




5.5 Prohibition
on Short Selling of Company Stock




No
Integrated Media Board of Director, officer or other designated employee may,
directly or indirectly, sell any equity security, including derivatives, of
Integrated Media if he or she (1) 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 mail or other usual channel of transportation.
No Integrated Media director, officer or other designated employee may engage in
short sales. A short sale, as defined in this policy, means any transaction
whereby one may benefit from a decline in our stock price. Transactions in put
and call options for our securities constitute a short sale for the purposes of
this paragraph and are therefore prohibited.




5.6 Foreign
Corrupt Practices Act




Integrated
Media requires full compliance with the Foreign Corrupt Practices Act of 1977
(FCPA) by all of its employees, agents, consultants and contractors. The FCPA
prohibits Integrated Media, its directors, officers and employees, and agents,
consultants and contractors from offering or giving money or any other item of
value to win or retain business or to influence any act or decision of any
governmental official, political party, candidate for political office or
official of a public international organization. Violation of the FCPA can
result in civil and criminal liability for Integrated Media, its directors,
officers, ,employees, agents, consultants and contractors.




The use
of our funds or assets for any unlawful or improper purpose is strictly
prohibited. No payment shall be made to, or for the benefit of, government
employees for the purpose of, or otherwise in connection with, the securing of
sales to or obtaining favorable action by a government agency. Gifts of
substantial value to, or lavish entertainment of, government employees are
prohibited since they can be construed as attempts to influence government
decisions in matters affecting our operation. Any entertaining of public
officials or the furnishing of assistance in the form of transportation or other
services should be of such nature that the official's integrity or reputation
will not be compromised.




The
offer, payment or promise to transfer company funds or the delivery
of  anything of value to foreign officials, foreign political parties
or officials or candidates of foreign political parties is strictly prohibited
for the purpose of influencing any act or decision of any such person in his or
her official capacity. Influence includes the decision to fail to perform his or
her official functions or to use such persons or party's influence with a
foreign government or instrumentality in order to affect or to influence any act
or decision of such government or instrumentality in order to assist Integrated
Media in obtaining or retaining business for or with, or directing business to
any person or entity.




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All of
our 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 Integrated Media. Any employee who learns
of or suspects a violation of this policy should promptly report the matter to
General Counsel, the Chief Financial Officer or the Chief Executive
Officer.




5.7 Environmental,
Safety and Health Laws




We are
firmly committed to the environment, safety, and health of our employees and the
community. We will comply with all applicable health, safety and environmental
laws and regulations. We emphasize individual involvement by each of us to
ensure that Integrated Media is a safe and healthy workplace, and that we
operate our business in an environmentally sound manner. If you become aware of
any violation of environmental, safety, or health laws, you should immediately
report it to the Human Resources Department or the Legal
Department.




5.8 Governmental
Laws and Regulations




It is our
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. It is
also our policy to fully comply with all applicable laws and regulations that
apply to government contracting.




6.0
WAIVERS OF OUR CODE




Waivers
of this Code will be granted on a case-by-case basis and only in extraordinary
circumstances. Any waiver of any provision of this Code for a member of our
Board of Directors or an executive officer must be approved in writing by our
Board of Directors and promptly disclosed to the public. Any waiver of any
provision of this Code with respect to any other employee, agent or contractor
must be approved in writing by our Chief Financial Officer or Chief Executive
Officer.




7.0
ENFORCMENT OF OUR CODE




The
subjects covered in this Code are of the utmost importance to Integrated Media,
its stockholders and its business partners, and are essential to our ability to
conduct business consistent with the highest standards of business ethics. Each
of us must abide by these rules when conducting our business.




We are
committed to ensuring that each of our directors, officers and employees, and
agents, contractors and consultants adhere to this Code. We will take
appropriate action against any person whose actions are found to violate these
policies or any of our other policies. Disciplinary actions may include
termination of employment or business relationship at our sole discretion. Where
we have suffered a loss, and to the extent legally allowed, we may pursue our
remedies against the individuals or entities responsible. Where laws have been
violated, we will cooperate fully with the appropriate authorities.






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