CODE
      OF BUSINESS CONDUCT AND ETHICS
              
              OF
              
              ASIAN
      FINANCIAL, INC.





TABLE
OF CONTENTS




PagePOLICY
      STATEMENT
              1APPROVALS
      AND WAIVERS; AMENDMENTS
              2CONFLICTS
      OF INTEREST
              2Activities
      Outside the Company
              3Community
      Activities
              3Service
      on Outside Boards of Directors
              3Competitor
      Relationships
              3Indirect
      Interests and Relationships
              4CORPORATE
      OPPORTUNITIES & RESOURCES
              4BUSINESS
      RELATIONSHIPS
              4FAIR
      COMPETITION
              5COMPLIANCE
      WITH APPLICABLE LAWS
              5Bribes
      and Kickbacks
              5Political
      Contributions and Lobbying
              6Loans
              6Gifts,
      Gratuities, Entertainment and Other Considerations
              6ACCURACY
      OF REPORTS, RECORDS AND ACCOUNTS
              7GOVERNMENT
      INVESTIGATIONS
              7REGULATORY
      COMPLIANCE
              8INSIDER
      TRADING; COMMUNICATIONS WITH THIRD PARTIES
              8COMPLIANCE
      AND REPORTING
              8Compliance
              8Reporting
      Procedures and Other Inquiries
              8PROCEDURES
      FOR THE HANDLING OF COMPLAINTS REGARDING ACCOUNTING MATTERS, CORPORATE
      FRAUD OR VIOLATIONS OF LAW
              11


i


CODE
OF BUSINESS CONDUCT AND ETHICS





OF





ASIAN
FINANCIAL, INC.








POLICY
STATEMENT




It is the
policy of Asian Financial, Inc. (the “Company” or “AFI”) to conduct its
affairs in accordance with the highest ethical standards and all applicable
laws, rules and regulations of the countries in which it does
business.  This Code of Business Conduct and Ethics (this “Code”) applies to the
Company’s employees, officers and non-employee directors, including the
Company’s principal executive officer, principal financial officer, principal
accounting officer or controller, and persons performing similar functions
(“Designated
Executives”).  This Code is the Company’s “code of
ethics.”  This Code is designed to promote:




·
            honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




·
            full,
      fair, accurate, timely and understandable disclosure in the reports and
      documents the Company files with, or submits to, the U.S. Securities and
      Exchange Commission and in other public communications made by the
      Company;




·
            compliance
      with applicable governmental laws, rules and
  regulations;




·
            the
      prompt internal reporting to the appropriate person of violations of this
      Code; and




·
            accountability
      for adherence to this Code.




The
Company has established standards for behavior that affects the Company,
and employees, officers and directors must pattern their daily performance
in compliance with those standards.  The Company promotes ethical
behavior and encourages employees to talk to supervisors, managers, executive
officers or other appropriate personnel when in doubt about the best course of
action in a particular situation.  Non-employee directors are
encouraged to talk to the Company’s Chief Executive Officer or the Compliance
Officer in such situations.




Additionally,
employees must report to appropriate personnel violations of laws, rules,
regulations or this Code, as well as complaints, concerns, and information
regarding accounting practices, internal accounting controls, or other auditing
matters (collectively, “Accounting Matters”),
corporate fraud, or violations of laws committed by the Company or its
agents.  Employees who report such violations or complaints in good
faith will not be subject to discipline or retaliation.  Reporting
procedures for employees are set forth under “Compliance and Reporting”startingon
page 8.




1


This Code
covers a wide range of business practices and procedures.  It does not
cover every issue that may arise, but it sets out basic principles to guide
you.  Corporate policies and procedures provide details pertinent to
many of the provisions of this Code.  You are responsible for reading
and understanding this Code and the Company’s other policies and procedures, and
complying with them at all times.  Although there can be no better
course of action than to apply common sense and sound judgment, do not hesitate
to use the resources available whenever it is necessary to seek
clarification.




APPROVALS
AND WAIVERS; AMENDMENTS




Certain
provisions of this Code require employees to act, or refrain from acting, unless
prior approval is received from the appropriate person.  Employees
requesting approval pursuant to this Code shall request such approval in writing
to the Chief Executive Officer or the Compliance Officer.  Approvals
relating to executive officers and directors must be obtained from the Board of
Directors of the Company.  All other approvals may be granted by the
Chief Executive Officer or the Compliance Officer.  Employees may
contact the Chief Executive Officer or the Compliance Officer for additional
information on obtaining approvals.




Other
provisions of this Code require employees to act, or refrain from acting, in a
particular manner and do not permit exceptions based on obtaining an
approval.  Waiver of those provisions may only be granted by the Board
of Directors.  Waivers relating to executive officers and directors
must be promptly disclosed to the Company’s shareholders.




Any
amendments to this Code may only be made by the Board of Directors and must be
promptly disclosed to the Company’s shareholders.




CONFLICTS
OF INTEREST




A
conflict of interest arises any time an employee’s personal interests or
activities influence his or her ability to act in the best interests of the
Company.  All employees must discharge their responsibilities solely
on the basis of what is in the best interest of the Company and independent of
personal consideration or relationships.  Employees must disclose any
potential conflicts of interest to the Chief Executive Officer or such officer’s
designee or the Compliance Officer.  Directors (including non-executive
directors), officers and employees must also refer to the Company’s Related Party
Transaction Procedures for additional conflict of interest procedures
that specifically govern the conduct of directors, officers and employees in the
context of related party transactions involving the Company.




An
employee shall also disclose potential conflicts of interest involving the
employee’s spouse, siblings, parents, in-laws, children, life partner and
members of the employee’s household.  An employee shall not make or
influence any decision that could directly or indirectly benefit his or her
close relative and, in order to protect the employee and the Company from the
appearance of a conflict of interest, he or she shall make appropriate
disclosure of the interest to the Chief Executive Officer or such officer’s
designee or the Compliance Officer.




2


Activities
Outside the Company




Although
the Company has no interest in preventing employees from engaging in lawful
activities during nonworking hours, employees must make sure that their outside
activities do not conflict or interfere with their responsibilities to the
Company.  For example, without approval by the Chief Executive Officer
or the Compliance Officer, an employee generally may not:





·
            engage
      in self-employment or perform paid or unpaid work for others in a field of
      interest similar to AFI;




·
            use
      proprietary or confidential Company information for personal gain or to
      the Company’s detriment;




·
            use
      Company assets or labor for personal use, except for incidental use
      permitted under the Company’s
policies;




·
            acquire
      any interest in property or assets of any kind for the purpose of selling
      or leasing it to the Company; or




·
            appear
      to represent the Company as the participant in an outside activity unless
      the Company has authorized the employee to represent the
      Company.




Community
Activities




AFI encourages you to be actively
involved in your community through volunteer service to charitable, civic and
public service organizations, and through participation in the political process
and trade associations.





Employees must make sure, however, that
their service is consistent with their employment with AFI and does not pose a
conflict of interest.  This is particularly important before accepting
any leadership position (such as membership on the board of a charitable or
civic organization), before seeking or accepting political office and before
soliciting a charitable contribution.





Service
on Outside Boards of Directors




Serving as a director of another
corporation may create a conflict of interest.  Employees must
disclose such service to the Chief Executive Officer or such officer’s designee
or the Compliance Officer and obtain prior approval before serving on the board
of another company, whether or not such company is a competitor of
AFI.





Competitor
Relationships




Employees must avoid even the
appearance of a conflict of interest in their relationships with
competitors.  “Competitors” include any company operating in the
offset printing equipment supplying business.  Without approval,
employees may not:




3


·
            make
      or maintain a financial investment in a Competitor, except for investments
      in a publicly traded corporation not exceeding the greater of
      US$100,000 or 5% of the outstanding common
  stock;




·
            provide
      compensated or uncompensated services to a competitor, except for services
      rendered under a valid AFI contract with a
  Competitor;




·
            disclose
      any Company proprietary information to a Competitor, unless a
      nondisclosure agreement is in place;
or




·
            utilize
      for any unauthorized purposes or disclose to a Competitor or other
      third-party any proprietary data that has been entrusted to the Company by
      a customer or supplier.




Indirect
Interests and Relationships




A
conflict of interest can also arise because of the business activities of your
close relations.  For example, an employee may have a potential
conflict of interest wherever a close relative has a significant relationship
with, or has a significant financial interest in, any supplier, customer or
Competitor.




An employee may not make or attempt to
influence any decision that could directly or indirectly benefit his or her
close relative.  To protect the employee and the Company from the
appearance of a conflict of interest, he or she must make appropriate disclosure
of the interest to the Chief Executive Officer or such officer’s designee or the
Compliance Officer.





CORPORATE
OPPORTUNITIES & RESOURCES




You are
prohibited from taking for yourself personal opportunities that are discovered
through the use of corporate property, information or position without
approval.  Without approval, no employee may use corporate property,
information or position for improper personal gain, and no employee may compete
with the Company directly or indirectly except as permitted by Company
policies.




All
employees must protect the Company’s assets and ensure their efficient
use.  Theft, carelessness and waste have a direct impact on the
Company’s profitability.  All Company assets must be used for
legitimate business purposes.




Company
resources may be used for minor personal uses so long as such use is reasonable,
does not interfere with the employee’s duties, is not done for pecuniary gain,
does not conflict with or harm the Company’s business and does not violate any
Company policy.




BUSINESS
RELATIONSHIPS




AFI seeks
to outperform its competition fairly and honestly.  The Company seeks
competitive advantages through superior performance, not unethical or illegal
business practices.  Each employee must endeavor to deal fairly with
the Company’s customers, suppliers, competitors and employees and must not take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any
unfair-dealing practice.




4


FAIR
COMPETITION




Fair
competition laws, including the U.S. and PRC antitrust rules, limit what
AFI can do with another company and what AFI can do on its
own.  Generally, the laws are designed to prohibit agreements or
actions that reduce competition and harm consumers.  You may not enter
into agreements or discussions with Competitors that have the effect of fixing
or controlling prices, dividing and allocating markets or territories, or
boycotting suppliers or customers.  U.S. and foreign antitrust laws
also apply to imports and exports.




COMPLIANCE
WITH APPLICABLE LAWS




AFI is
committed to the highest business conduct standards wherever it
operates.  AFI observes these standards worldwide, even at the risk of
losing business.  While no one can anticipate all the situations that
may present challenges to AFI personnel doing business in the worldwide
marketplace, the following guidelines always apply:




·
            observe
      all applicable laws and regulations, including anti-bribery laws, of both
      the PRC and non-PRC countries (additional guidance is set forth in
      the Company’s Anti-Corruption
      Compliance Manual);




·
            do
      not cooperate with illegal boycotts;
and




·
            observe
      all licensing requirements and the requirements of applicable import and
      export control laws.




No new
AFI services or products shall be offered in any new country without prior
approval, and then only in accordance with the applicable local country’s
regulations and requirements.




Bribes
and Kickbacks




The use
of Company funds, facilities or property for any illegal or unethical purpose is
strictly prohibited.




No AFI
employee, officer, director or agent is permitted to offer, give or authorize
others to offer or give, any payments or anything of value for the purpose of
influencing the recipient’s business judgment or conduct. Furthermore, employees
may not solicit or accept a kickback or bribe, in any form, for any
reason.




Paying
bribes to government officials is absolutely prohibited, even if those bribes
are common practice.  Under limited circumstances set forth in the
Company’s Anti-Corruption
Compliance Manual, certain payments or things of value may be given to
government officials only after prior approval is received from the Chief
Executive Officer and the Compliance Officer.




5


Political
Contributions and Lobbying




No
political contributions are to be made using AFI funds or assets, or the funds
or assets of any AFI subsidiary, to any political party, political campaign,
political candidate or public official in any country, unless the contribution
is lawful and expressly authorized in writing.  In addition, AFI
personnel may not make a political contribution on behalf of AFI or its
subsidiaries, or with the appearance that such contribution is being made on
behalf of AFI or its subsidiaries, unless expressly authorized in
writing.  A “contribution” is any direct or indirect payment,
distribution, loan, advance, deposit, or gift of money, services or anything of
value in connection with an election or to an organization or group formed to
support or defend a referendum or ballot issue.




Loans




AFI
personnel may not accept loans from any person or entities having or seeking
business with the Company.  Designated Executives and directors may
not receive loans from the Company, nor may the Company arrange for any
loan.




Gifts,
Gratuities, Entertainment and Other Considerations




Use of
Company funds or other Company property for illegal, unethical or otherwise
improper purposes is prohibited.  The purpose of business
entertainment and gifts in a commercial setting is to create goodwill and a
sound working relationship, not to gain advantage with customers or
suppliers.




Employees
may not give gifts, meals, or other business entertainment (“Business Courtesies”)
on behalf of AFI to government officials for any business purpose.  As
set forth in the Company’s Anti-Corruption
Compliance Manual, in limited cases it may be permissible to provide or
offer to provide Business Courtesies to a government official for non-business
purposes, but only after prior approval is obtained from the Chief Executive
Officer and Compliance Officer.




The
following criteria should be observed when determining if it is proper to
provide Business Courtesies to a government official:




·
            a
      gift of cash is never appropriate;




·
            the
      giving and acceptance of gifts and other gratuities must comply with
      applicable local laws;




·
            the
      Business Courtesies should be customary under the circumstances, and must
      not be extravagant or lavish;




·
            the
      Business Courtesies should be given in a manner that avoids the appearance
      of impropriety; and




6


·
            meals
      must be consistent with accepted business practice, not lavish, and
      otherwise conform to the laws and customs of the country in which the
      expenditures are incurred.




ACCURACY
OF REPORTS, RECORDS AND ACCOUNTS




You are
responsible for the accuracy of your respective records, time sheets and
reports.  Accurate information is essential to the Company’s ability
to meet legal and regulatory obligations and to compete
effectively.  The records and books of account of the Company must
meet the highest standards and accurately reflect the true nature of the
transactions they record.  Destruction of any records, books of
account or other documents except in accordance with the Company’s policies is
strictly prohibited.




You must
not create false or misleading documents or accounting, financial or electronic
records for any purpose, and no one may direct an employee to do
so.  For example, expense reports must accurately document expenses
actually incurred in accordance with the Company’s policies.  You must
not obtain or create “false” invoices or other misleading documentation or
invent or use fictitious entities, sales, purchases, services, loans or other
financial arrangements for any purpose relating to the
Company.  Employees are also responsible for accurately reporting time
worked.




No
undisclosed or unrecorded account or fund shall be established for any
purpose.  No false or misleading entries shall be made in the
Company’s books or records for any reason.  No disbursement of
corporate funds or other corporate property shall be made without adequate
supporting documentation or for any purpose other than as described in the
documents.  All employees shall comply with generally accepted
accounting principles and the Company’s internal controls at all
times.




GOVERNMENT
INVESTIGATIONS




It is the
policy of the Company to cooperate with all government
investigations.  You must promptly notify the Chief Executive Officer
and the Compliance Officer of any government investigation or
inquiries from government agencies concerning the Company.  You may
not destroy any record, books of account, or other documents relating to the
Company except in accordance with the Company’s document retention
policy.  If you are aware of a government investigation or inquiry you
may not destroy any record, books of account, or other documents relating to the
Company unless advised by the Chief Executive Officer or the Compliance
Officer that you may continue to follow the Company’s normal document
retention policy.




You must
not obstruct the collection of information, data or records relating to the
Company.  The Company provides information to the government that it
is entitled to during an inspection, investigation, or request for
information.  You must not lie to government investigators or make
misleading statements in any investigation relating to the
Company.  You must not attempt to cause any employee to fail to
provide accurate information to government investigators.




7


Employees
have the right to consult their own legal counsel at their own
expense.




REGULATORY
COMPLIANCE




The
Company operates in a regulated environment.  The agencies that
regulate its business include the State Administration of Environmental
Protection, the Ministry of Commerce, the National Development and Reform
Commission, and the State Administration of Foreign Exchange, plus other
national, provincial and local agencies.  The Company and its
employees must comply with the regulatory requirements of these
agencies.  Employees are expected to take an active role by being
knowledgeable about all applicable laws and regulations, attending trainings and
requesting information.  Employees are required to immediately report
regulatory violations, suspected regulatory violations, or potentially harmful
or dangerous conditions to the Chief Executive Officer or the Compliance
Officer.




INSIDER
TRADING; COMMUNICATIONS WITH THIRD PARTIES




Employees,
officers and directors who have access to confidential information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of our business.  To assist in
complying with this policy, the Company has adopted an Insider Trading
Policy which you must read carefully.




COMPLIANCE AND REPORTING




Compliance




Any
employee who violates the provisions of this Code will be subject to
disciplinary action, up to and including termination.  Willful
disregard of criminal statutes underlying this Code may require the Company to
refer such violation for criminal prosecution or civil action.




Reporting
Procedures and Other Inquiries




1.           Inquiries Regardingthis Code and Reports of
Actual or Possible Violationsof this
Code. Questions regarding the policies in this Code should be
directed to the Chief Executive Officer or the Compliance
Officer.  Managers and supervisors are expected to take a leadership
role in promoting ethical business conduct.  Any employee having
knowledge of, or questions or concerns about, an actual or possible violation of
the provisions of this Code must promptly report the matter to his or her
immediate supervisor or to the Chief Executive Officer or the Compliance
Officer.  Anonymous reports can be sent as follows:




By
      Email:
            To
      the applicable supervisor or to the Chief Executive Officer or the
      Compliance Officer; anonymity is preserved when an employee uses a
      personal email account and his or her identity is not immediately apparent
      from his or her email address;
or




By
      Mail:
            To
      the applicable supervisor or to the Chief Executive Officer or the
      Compliance Officer at AFI’s principal executive offices in
      Beijing.




8




If a supervisor receives a report
concerning alleged actual or possible conduct in violation of this Code, he or
she shall promptly forward it to the Chief Executive Officer and the
Compliance Officer.  Upon receipt of a report, the Chief Executive
Officer or such officer’s designee or the Compliance Officer shall take the
following actions:




·
            where
      possible, acknowledge receipt of the report to the
  sender;




·
            promptly
      conduct a preliminary investigation of the allegations contained in the
      report;




·
            if
      the Chief Executive Officer or Compliance Officer, as the case may be,
      concludes that, based on the preliminary investigation, an actual or
      possible violation of this Code has or may have occurred, such
      officer shall determine if the actual or potential violation is or
      could reasonably be expected to have a material impact on the
      Company;




·
            if
      the actual or potential violation is deemed material, the Chief Executive
      Officer or the Compliance Officer shall report to the Audit Committee
      the preliminary results of the investigation and the Audit Committee or
      any other committee of directors designated by the Board of Directors
      shall determine what additional actions, if any, shall be
      taken;




·
            if
      the actual or potential violation is not deemed material, the executive
      officers of the Company shall determine what additional actions, if any,
      shall be taken; and




·
            an
      investigation may include use of outside counsel and/or independent
      public accountants.





2.           Confidential Complaints of
Accounting Matters, Corporate Fraud or Violation of laws. Employees must
also report complaints, concerns, and information regarding Accounting Matters,
corporate fraud, or violations of laws committed by the Company or its agents
directly to the Audit Committee. All such submissions regarding Accounting
Matters, corporate fraud, or violations of laws may be made on an
anonymous basis and shall be treated as confidential by the Audit
Committee.  Employees may forward complaints to the Audit Committee
anonymously in one of the following manners:




By
      Email:
            To
      Mengpin Zhao, Internal Controls Manager of Asian Financial, Inc., atdyj-ns@duoyuan.com;
      anonymity is preserved when an employee uses a personal email account and
      his or her identity is not immediately apparent from his or her email
      address; or




By
      Mail:
            To
      Mengpin Zhao, Internal Controls Manager of Asian Financial, Inc., No. 3
      Jinyuan Road, Daxing Industrial Development Zone, Beijing 102600, People’s
      Republic of China.




When
submitting a complaint, employees are asked to provide the Audit Committee with
as much detailed information as possible.  Providing detailed, rather
than general, information will greatly assist the Audit Committee in effectively
investigating complaints.  This is particularly important where an
employee submits a complaint on an anonymous basis, as the Audit Committee will
be unable to contact the reporting employee with requests for additional
information or clarification.




9


The
Company is providing these anonymous reporting procedures so that the Company’s
employees may disclose genuine concerns without feeling
threatened.  As detailed below, the Company prohibits retaliation or
retribution against any person who in good faith submits a report under this
policy.  Employees who choose to identify themselves when submitting a
report may be contacted by a member or representative of the Audit Committee in
order to gain additional information.  The Audit Committee will keep
confidential to the extent permissible under applicable law all communications
with a reporting employee relating to the employee’s complaint.





In
addition to providing procedures for employees to submit anonymous complaints
regarding the Company’s Accounting Matters, corporate fraud or violations
of law, it is the Company’s policy to adhere to all applicable laws protecting
its employees against unlawful discrimination or retaliation as a result of
their lawfully reporting complaints or participating in investigations regarding
the Company’s Accounting Matters, corporate fraud or other violations of laws
committed by the Company or its agents.  In particular, the Company
prohibits any form of unlawful discrimination or retaliation or taking any
adverse action against employees for engaging in the following
conduct:





·
            providing
      information or otherwise assisting a regulatory or law enforcement agency
      or any supervisor in an investigation regarding any conduct that the
      employee reasonably believes violates laws relating to securities fraud,
      any rule or regulation of the U.S. Securities and Exchange Commission, or
      any law relating to fraud against shareholders;
  or





·
            filing,
      testifying, participating in or otherwise assisting in any proceeding
      relating to an alleged violation of laws relating to securities fraud, any
      rule or regulation of the U.S. Securities and Exchange Commission, or any
      law relating to fraud against
shareholders.





Employees
who believe that they have been subjected to any conduct that violates this
policy may file a complaint using the procedures outlined
above.  Anyone who unlawfully discriminates or retaliates against an
employee as a result of his or her protected actions as described in this policy
may be subject to corrective action, up to and including immediate
termination.





All
conversations, calls and reports made in good faith will be taken
seriously.  When reporting a violation, employees will be asked to
provide the time, location, names of the people involved, and other details so
that the Company can investigate.  As stated above, the Company
prohibits retaliation or retribution against any person who in good faith
reports an ethical concern.  However, anyone who uses this Code or any
compliance program to spread falsehoods, threaten others, or damage another
person’s reputation will be subject to disciplinary action up to and including
termination.




10


PROCEDURES
FOR THE HANDLING OF COMPLAINTS REGARDING ACCOUNTING MATTERS, CORPORATE FRAUD OR
VIOLATIONS OF LAW




1.           Receipt of Complaint. Upon
receiving a complaint regarding Accounting Matters, corporate fraud or
violations of law, the Audit Committee member named above will promptly notify
the Chairman of the Audit Committee (“Audit Chair”) of such
concern or complaint. The Audit Chair will, depending upon the apparent urgency
of the matter, call a meeting of the Audit Committee or add the complaint to the
agenda for discussion at the next regularly scheduled Audit Committee meeting.
 The Audit Committee will acknowledge, when possible, receipt of the
complaint to sender.





2.           Review of Complaint bythe AuditCommittee. Every complaint
received pursuant to these procedures shall be reviewed by the Audit Committee
or its designee to determine whether the concern or complaint raises, or may
raise, a material concern about Accounting Matters, corporate fraud or
violations of law, and whether the concern or complaint is sufficiently detailed
and/or supported by facts or evidence to permit an investigation to be
conducted. In conducting this review, the Audit Committee may require the
attendance of the Chief Financial Officer, the independent auditor, and/or the
person submitting the complaint and such other persons as it deems necessary or
appropriate at a meeting of the Audit Committee.





3.           Review by Chief Financial
Officer. The Audit Committee will request that Chief Financial Officer
review complaints received pursuant to these procedures that the Audit Committee
determines not to be material, and the Chief Financial Officer shall report his
or her findings and recommendations, if any, to the Audit Chair.





4.           Investigation. The Audit
Committee or any other committee designated by the Board of Directors or their
designees (which may include management of the Company) will investigate
complaints received pursuant to these procedures that raise, or may raise, a
material concern about an Accounting Matter, corporate fraud or violation of
law, and that are sufficiently detailed and/or supported by facts or evidence to
permit an investigation to be conducted. Where a complaint appears to relate to
a material Accounting Matter, corporate fraud or violation of law but is not
sufficiently detailed and/or supported by facts or evidence to permit an
investigation to be conducted, the party or parties authorized to conduct the
investigation by the Board of Directors shall engage in a reasonable effort to
obtain sufficient detail and/or factual support to permit an investigation to
proceed. In connection with any investigation, the Audit Committee or any other
committee designated by the Board of Directors may, to the extent it deems
necessary or appropriate, retain and consult with independent auditors or legal
counsel.  Given the nature and seriousness of the issues that may
arise in the course of such an investigation, the Company cannot promise
anonymity to persons who participate in any investigation.





5.           Action Following
Investigation. Following the investigation of each concern or complaint
received pursuant to these procedures that raises a material Accounting Matter,
corporate fraud or violation of law, the Audit Committee or any other committee
designated by the Board of Directors shall review the results of the
investigation and shall communicate its findings and recommendations to the
Board of Directors. The Board of Directors shall consider and implement such
recommendations, as it deems necessary or appropriate, to address any identified
concerns.




11


6.           Record Retention. The Chief
Financial Officer or his or her designee shall retain copies of every concern or
complaint received pursuant to these procedures, and related investigatory
records, for no less than five (5) years following the conclusion of the
investigation.





In
addition, on at least a quarterly basis the Chief Executive Officer or Chief
Financial Officer shall discuss with the Audit Committee or any other committee
designated by the Board of Directors any reports or complaints they have
received regarding actual or potential violations of this Code, Accounting
Matters, corporate fraud or violations of law (even if deemed to be immaterial)
and any compliance issues regarding this Code, even if there is no ongoing
investigation.





This
document is not an employment contract between AFI and its employees, nor does
it modify their employment relationship with the Company.




This Code
is intended to clarify each employee’s existing obligation for proper
conduct.  The standards and the supporting policies and procedures may
change from time to time in the Company’s discretion.  Each employee
is responsible for knowing and complying with the current laws, regulations,
standards, policies and procedures that apply to the Company’s
work.




12