CODE OF ETHICS

FOR SENIOR FINANCIAL OFFICERS, EMPLOYEES,

AND THE PRINCIPAL EXECUTIVE OFFICERS OF 

SEKOYA HOLDINGS LTD.

 

Sekoya Holdings Ltd. (the Company) is committed to conducting itsbusiness in compliance with all applicable laws and regulations and inaccordance with high standards of business conduct. The Company strives tomaintain the highest standard of accuracy, completeness, and disclosure in itsfinancial dealings, records, and reports. These standard serve as the basis formanaging the Company's business, for meeting the Company's duties to itsstockholders, and for maintaining compliance with financial reportingrequirements. The Company's principal executive officers and all of theCompany's senior financial executives must agree to comply with the followingprinciples and will promote and support this Code of Ethics, and comply with thefollowing principles. For the purpose of this Code of Ethics, "senior financialofficers" means the Company's principal financial officer and controller orprincipal accounting officer, or persons performing similar functions. 

The principal executive officer and each senior financialofficer of the Company will adhere to and advocate the following principals andresponsibilities governing his or her professional and ethical conduct, each tothe best of his or her knowledge and ability:

1.     Act with honesty and integrity and ina ethical manner, avoiding actual or apparent conflicts of interest in personaland professional relationships.

2.     Promptly disclose to the Company,through the General Counsel, Chief Accounting Officer, or Audit Committee, anymaterial transaction or relationship that reasonably could be expected to giverise to a conflict of interest between personal and professional relationships.

3.     Provide full, fair, accurate, timely,and understandable disclosure in reports and documents that the Company fileswith, or submits to, the SEC and in other public communications made by theCompany.

4.     Provide constituents with informationthat is accurate, complete, objective, relevant, timely, and understandable.    

5.     Comply with applicable rules andregulations of federal, state, and local governments and other appropriateprivate and public regulatory agencies.

6.     Act in good faith, responsibly, withdue care, competence and diligence, without misrepresenting material facts orallowing his or her independent judgment to be subordinated.

7.     Use good business judgment in theprocessing and recording of all financial transactions.

8.     Respect the confidentiality ofinformation acquired in the course of the Company's business, except whenauthorized or otherwise legally obligated to disclose such information, and notuse confidential information acquired in the course of work for personaladvantage.

9.     Share knowledge and maintain skillsimportant and relevant to his or her constituents' needs.

10.   Promote ethical behavior among constituents inthe work environment.

11.   Achieve responsible use of and control over allassets and resources employed or entrusted to him or her.

12.   Comply with generally accepted accountingstandards and practices, rules, regulations and controls.

13.   Ensure that accounting entries are promptly andaccurately recorded and properly documented and that no accounting entryintentionally distorts or disguises the true nature of any business transaction.

14.    Maintain books and records that fairly andaccurately reflect the Company's business transactions.

15.   Sign only those documents that he or shebelieves to be accurate and truthful.

16.   Devise, implement, and maintain sufficientinternal controls to assure that financial record keeping objectives are met.

17.   Prohibit the establishment of any undisclosed orunrecorded funds or assets for any purpose and provide for the proper and promptrecording of all disbursements of funds and all receipts.

18.   Not knowingly be a party to any illegal activityor engage in acts that are discreditable to his or her profession or theCompany.

19.   Respect and contribute to the legitimate andethical objects of the Company.

20.   Engage in only those services for which he orshe has the necessary knowledge, skill, and expertise.

21.   Not make, or tolerate to be made, false orartificial statements or entries for any purpose in the books and records of theCompany or in any internal or external correspondence, memoranda, orcommunication of any type, including telephone or wire communications.

22.    Report to the Company, through the GeneralCounsel, Chief Accounting Officer, or Audit Committee any situation where theCode of Ethics, the Company's standards, or the laws are being violated.

Those required to comply with this Code of Ethics understandthat failure to comply with this Code of Ethics will not be tolerated by Companyand that deviations there from or violations thereof will result in seriousconsequences, which may include, but may not be limited to, serious reprimand,dismissal or other legal actions.

The parties subject to this Code of Ethics will acknowledge inwriting that they agree to comply with these requirements.