Exhibit 10.22
  UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
    
    (CLERK STAMP)
 UNITED STATES SECURITIES ANDEXCHANGE COMMISSION,
    
    (FILE STAMP)Plaintiff,v.RAE SYSTEMS INC.Defendant.
 FINAL JUDGMENT AS TO DEFENDANT RAE SYSTEMS INC.




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any offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift,
promise to give, or authorization of the giving of anything of value to
 (1)
    
    any foreign official for purposes of(A)(i) influencing any act or decision of such foreign official in his official
capacity, (ii) inducing such foreign official to do or omit to do any act in
violation of the lawful duty of such official, or (iii) securing any improper
advantage; or (B) inducing such foreign official to use his influence with a foreign
government or instrumentality thereof to affect or influence any act or decision of
such government or instrumentality, in order to assist Defendant in obtaining or
retaining business for or with, or directing business to, any person;(2)
    
    any foreign political party or official thereof or any candidate for foreign
political office for purposes of(A)(i) influencing any act or decision of such party, official, or candidate in its
or his official capacity, (ii) inducing such party, official, or candidate to do or
omit to do an act in violation of the lawful duty of such party, official, or
candidate, or (iii) securing any improper advantage; or(B) inducing such party, official, or candidate to use its or his influence with a
foreign government or instrumentality thereof to affect or influence any act or
decision of such government or instrumentality, in order to assist Defendant in
obtaining or retaining business for or with, or directing business to, any person;
or(3)
    
    any person, while knowing that all or a portion of such money or thing of value
will be offered, given, or promised, directly or indirectly, to any foreign
official,
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to any foreign political party or official thereof, or to any candidate for foreign
political office for purposes of(A)(i) influencing any act or decision of such foreign official, political party,
party official, or candidate in his or its official capacity, (ii) inducing such
foreign official, political party, party official, or candidate to do or omit to do
any act in violation of the lawful duty of such foreign official, political party,
party official, or candidate, or (iii) securing any improper advantage;(B) inducing such foreign official, political party, party official, or candidate to
use his or its influence with a foreign government or instrumentality thereof to
affect or influence any act or decision of such government or instrumentality, in
order to assist Defendant in obtaining or retaining business for or with, or
directing business to, any person.
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1.
    
    RAE will continue to conduct appropriate reviews of its existing internal
controls, policies, and procedures.2.
    
    Where appropriate, RAE undertakes to adopt new or to modify existing internal
controls, policies, and procedures in order to ensure that it maintains: (a) a system
of internal accounting controls designed to ensure that RAE makes and keeps fair and
accurate books, records, and accounts; and (b) a rigorous anti-corruption compliance
code, standards, and procedures designed to detect and deter violations of the FCPA
and other applicable anti-corruption laws. At a minimum, this should include, but not
be limited to, the following elements:
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a.
    
    RAE will develop and promulgate a clearly articulated and visible
corporate policy against violations of the FCPA, including its anti-bribery,
books and records, and internal controls provisions, and other applicable
foreign law counterparts (collectively, the anti-corruption laws,), which
policy shall be memorialized in a written compliance code.b.
    
    RAE will ensure that its senior management provide strong, explicit, and
visible support and commitment to its corporate policy against violations
of the anti-corruption laws and its compliance code.c.
    
    RAE will develop and promulgate compliance standards and procedures
designed to reduce the prospect of violations of the anti-corruption laws
and RAEs compliance code, and RAE will take appropriate measures to
encourage and support the observance of ethics and compliance standards
and procedures against foreign bribery by personnel at all levels of the
company. These anti-corruption standards and procedures shall apply to
all directors, officers, and employees and, where necessary and
appropriate, outside parties acting on behalf of RAE in a foreign
jurisdiction, including but not limited to, agents and intermediaries,
consultants, representatives, distributors, teaming partners, contractors and
suppliers, consortia, and joint venture partners (collectively, agents and
business partners), to the extent that agents and business partners may be
employed under RAEs corporate policy. RAE shall notify all employees
that compliance with the standards and procedures is the duty of
individuals at all levels of the company. Such standards and procedures
shall include policies governing:
 i.
    
    gifts;
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ii.
    
    hospitality, entertainment, and expenses;iii.
    
    customer travel;iv.
    
    political contributions;v.
    
    charitable donations and sponsorships;vi.
    
    facilitation payments; andvii.
    
    solicitation and extortion.
 3.
    
    RAE will develop these compliance standards and procedures, including internal
controls, ethics, and compliance programs on the basis of a risk assessment
addressing the individual circumstances of the company, in particular the foreign
bribery risks facing the company, including, but not limited to, its geographical
organization, interactions with various types and levels of government officials,
industrial sectors of operation, involvement in joint venture arrangements, importance
of licenses and permits in the companys operations, degree of governmental
oversight and inspection, and volume and importance of goods and personnel clearing
through customs and immigration.4.
    
    RAE shall review its anti-corruption compliance standards and procedures, including
internal controls, ethics, and compliance programs, no less than annually, and update
them as appropriate, taking into account relevant developments in the field and
evolving international and industry standards, and update and adapt them as necessary
to ensure their continued effectiveness.5.
    
    RAE will assign responsibility to one or more senior corporate executives of RAE for
the implementation and oversight of RAEs anti-corruption policies, standards, and
procedures. Such corporate official(s) shall have direct reporting obligations to
independent monitoring bodies, including internal audit, RAEs Board of Directors,
or any appropriate committee of the Board of Directors, and shall have an adequate
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level of autonomy from management as well as sufficient resources and authority to maintain
such autonomy.6.
    
    RAE will ensure that it has a system of financial and accounting procedures,
including a system of internal controls, reasonably designed to ensure the
maintenance of fair and accurate books, records, and accounts to ensure that they
cannot be used for the purpose of foreign bribery or concealing such bribery.7.
    
    RAE will implement mechanisms designed to ensure that its anti-corruption policies,
standards, and procedures are effectively communicated to all directors, officers,
employees, and, where appropriate, agents and business partners. These mechanisms
shall include: (a) periodic training for all directors, officers, and employees, and,
where necessary and appropriate, agents and business partners; and (b) annual
certifications by all such directors, officers, and employees, and, where necessary and
appropriate, agents, and business partners, certifying compliance with the training
requirements.8.
    
    RAE will establish an effective system for:
 a.
    
    Providing guidance and advice to directors, officers, employees, and,
where appropriate, agents and business partners, on complying with
RAEs anti-corruption compliance policies, standards, and procedures,
including when they need advice on an urgent basis or in any foreign
jurisdiction in which the company operates;b.
    
    Internal and, where possible, confidential reporting by, and protection of,
directors, officers, employees, and, where appropriate, agents and business
partners, not willing to violate professional standards or ethics under
instructions or pressure from hierarchical superiors, as well as for
directors, officers, employee, and, where appropriate, agents and business
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partners, willing to report breaches of the law or professional standards or
ethics concerning anti-corruption occurring within the company, suspected criminal
conduct, and/or violations of the compliance policies, standards, and procedures
regarding the anti-corruption laws for directors, officers, employees, and, where
necessary and appropriate, agents and business partners; andc.
    
    Responding to such requests and undertaking appropriate
action in response to such reports.
 9.
    
    RAE will institute appropriate disciplinary procedures to address, among other things,
violations of the anti-corruption laws and RAEs anti-corruption compliance code,
policies, and procedures by RAEs directors, officers, and employees. RAE shall
implement procedures to ensure that where misconduct is discovered, reasonable
steps are taken to remedy the harm resulting from such misconduct, and to ensure that
appropriate steps are taken to prevent further similar misconduct, including assessing
the internal controls, ethics, and compliance program and making modifications
necessary to ensure the program is effective.10.
    
    To the extent that the use of agents and business partners is permitted at all by RAE,
it will institute appropriate due diligence and compliance requirements pertaining to
the retention and oversight of all agents and business partners, including:
 a.
    
    Properly documented risk-based due diligence pertaining to the hiring and
appropriate and regular oversight of agents and business partners;b.
    
    Informing agents and business partners of RAEs commitment to abiding
by laws on the prohibitions against foreign bribery, and of RAEs ethics
and compliance standards and procedures and other measures for
preventing and detecting such bribery; and
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c.
    
    Seeking a reciprocal commitment from agents and business partners.
 11.
    
    Where appropriate, RAE will include standard provisions in agreements, contracts,
and renewals thereof with all agents and business partners that are reasonably
calculated to prevent violations of the anti-corruption laws, which may, depending
upon the circumstances, include: (a) anti-corruption representations and undertakings
relating to compliance with the anti-corruption laws; (b) rights to conduct audits of
the books and records of the agent or business partner to ensure compliance with the
foregoing; and (c) rights to terminate an agent or business partner as a result of any
breach of anti-corruption laws, and regulations or representations and undertakings
related to such matters.12.
    
    RAE will conduct periodic reviews and testing of its anti-corruption compliance code,
standards, and procedures designed to evaluate and improve their effectiveness in
preventing and detecting violations of anti-corruption laws and RAEs anti-corruption
code, standards and procedures, taking into account relevant developments in the
field and evolving international and industry standards.13.
    
    RAE will report periodically, at no less than 12-month intervals, in accordance with
the schedule described below, for a three-year period regarding remediation and
implementation of the compliance program and its internal controls, policies, and
procedures.14.
    
    If RAE discovers credible evidence not already reported to the SEC that questionable
or corrupt payments or questionable or corrupt transfers of property or interests may
have been offered, promised, paid, or authorized by any RAE entity or person, or any
entity or person working directly for RAE, or that related false books and records
have been maintained, RAE shall promptly report such conduct to the SEC.
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15.
    
    For a three-year period, RAE shall: (1) conduct an initial review and prepare an
initial report, and (2) conduct and prepare two follow-up reviews and reports, as
described below:
 a.
    
    By no later than May 1, 2011, RAE shall issue a written report covering
calendar year 2010 and setting forth a complete description of its
remediation efforts to date, its proposals reasonably designed to improve
the policies and procedures of RAE for ensuring compliance with the
FCPA and other applicable anticorruption laws, and the parameters of the
subsequent reviews. The report shall be transmitted to C. Joshua Felker,
Assistant Director, U.S. Securities and Exchange Commission, 100 F
Street, N.E. Washington, D.C., 20549-5030B. RAE may extend the time
period for issuance of the report with prior written approval of the SEC.b.
    
    RAE shall undertake two follow-up reviews, incorporating any comments
provided by the SEC on its initial review and report, to further monitor
and assess whether the policies and procedures of RAE are reasonably
designed to detect and prevent violations of the FCPA and other
applicable anticorruption laws.c.
    
    The first follow-up review and report shall be completed by no more than
one-year after the initial review. The second follow-up review and report
shall be completed by no more than one-year after the completion of the
first follow-up review.d.
    
    RAE may extend the time period for submission of the follow-up reports
with prior written approval of this Office; and
 16.
    
    RAE must certify, in writing, compliance with the undertaking(s) set forth above.
The certification shall identify the undertaking(s), provide written evidence of
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compliance in the form of a narrative, and be supported by exhibits sufficient to
demonstrate compliance. The Commission staff may make reasonable requests for further
evidence of compliance, and Defendant agrees to provide such evidence. Defendant shall
submit the certification and supporting material to C. Joshua Felker, with a copy to the
Office of Chief Counsel of the Enforcement Division, no later than sixty (60) days from
the date of the completion of the undertakings.
     
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