Unassociated Document


     

    
      Exhibit
        4.1

      


      


      


      


      


      


      


      CODE
        OF
        CONDUCT

      


      OF

       

      SHINER
        INTERNATIONAL, INC.

       

       

       

       

       

       

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Table
        of Contents 

      

        
          	
                  INTRODUCTION
                    

                	 	 	
                  1
                    

                	 
	 	 	 	 	 
	
                  COMPLIANCE
                    IS EVERYONE'S BUSINESS 

                	 	 	
                  1
                    

                	 
	 	 	 	 	 
	
                  YOUR
                    RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS 

                	 	 	
                  2
                    

                	 
	 	 	 	 	 
	
                  General
                    Standards of Conduct 

                	 	 	
                  2
                    

                	 
	
                  Applicable
                    Laws 

                	 	 	
                  2
                    

                	 
	
                  Conflicts
                    of Interest 

                	 	 	
                  2
                    

                	 
	
                  Employment/Outside
                    Employment 

                	 	 	
                  2
                    

                	 
	
                  Outside
                    Directorships 

                	 	 	
                  3
                    

                	 
	
                  Business
                    Interests 

                	 	 	
                  3
                    

                	 
	
                  Related
                    Parties 

                	 	 	
                  3
                    

                	 
	
                  Other
                    Situations 

                	 	 	
                  3
                    

                	 
	
                  Corporate
                    Opportunities 

                	 	 	
                  4
                    

                	 
	
                  Protecting
                    the Company's Confidential Information 

                	 	 	
                  4
                    

                	 
	
                  Proprietary
                    Information and Invention Agreement 

                	 	 	
                  4
                    

                	 
	
                  Disclosure
                    of Company Confidential Information 

                	 	 	
                  4
                    

                	 
	
                  Requests
                    by Regulatory Authorities 

                	 	 	
                  4
                    

                	 
	
                  Company
                    Spokespeople 

                	 	 	
                  5
                    

                	 
	
                  Obligations
                    Under Securities Laws-"Insider" Trading 

                	 	 	
                  5
                    

                	 
	
                  Prohibition
                    Against Short Selling of Company Stock 

                	 	 	
                  6
                    

                	 
	
                  Use
                    of Company's Assets 

                	 	 	
                  6
                    

                	 
	
                  General
                    

                	 	 	
                  6
                    

                	 
	
                  Physical
                    Access Control 

                	 	 	
                  6
                    

                	 
	
                  Company
                    Funds 

                	 	 	
                  6
                    

                	 
	
                  Computers
                    and Other Equipment 

                	 	 	
                  7
                    

                	 
	
                  Software
                    

                	 	 	
                  7
                    

                	 
	
                  Electronic
                    Usage 

                	 	 	
                  7
                    

                	 
	
                  Maintaining
                    and Managing Records 

                	 	 	
                  7
                    

                	 
	
                  Records
                    on Legal Hold 

                	 	 	
                  8
                    

                	 
	
                  Payment
                    Practices 

                	 	 	
                  8
                    

                	 
	
                  Accounting
                    Practices 

                	 	 	
                  8
                    

                	 
	
                  Political
                    Contributions 

                	 	 	
                  8
                    

                	 
	
                  Prohibition
                    of Inducements 

                	 	 	
                  8
                    

                	 
	
                  Foreign
                    Corrupt Practices Act 

                	 	 	
                  9

                	 
	
                   

                	 	 	 	 
	
                  RESPONSIBILITIES
                    TO OUR CUSTOMERS AND OUR SUPPLIERS 

                	 	 	
                  9

                	 
	
                   

                	 	 	 	 
	
                  Customer
                    Relationships 

                	 	 	
                  9
                    

                	 
	
                  Payments
                    or Gifts from Others 

                	 	 	
                  9
                    

                	 
	
                  Publications
                    of Others 

                	 	 	
                  10
                    

                	 
	
                  Handling
                    the Confidential Information of Others 

                	 	 	
                  10
                    

                	 
	
                  Appropriate
                    Nondisclosure Agreements 

                	 	 	
                  10

                	 
	
                  Need-to-Know
                    

                	 	 	
                  11

                	 
	
                  Notes
                    and Reports 

                	 	 	
                  11
                    

                	 
	
                  Competitive
                    Information 

                	 	 	
                  11
                    

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Selecting
                    Suppliers 

                	 	 	
                  11
                    

                	 
	
                  Government
                    Relations 

                	 	 	
                  11
                    

                	 
	
                  Lobbying
                    

                	 	 	
                  11
                    

                	 
	 	 	 	 	 
	
                  Government
                    Contracts 

                	 	 	
                  12
                    

                	 
	
                  Free
                    and Fair Competition 

                	 	 	
                  12
                    

                	 
	
                  Industrial
                    Espionage 

                	 	 	
                  13
                    

                	 
	 	 	 	 	 
	
                  WAIVERS
                    

                	 	 	
                  13
                    

                	 
	 	 	 	 	 
	
                  DISCIPLINARY
                    ACTIONS 

                	 	 	
                  13
                    

                	 
	 	 	 	 	 
	
                  ACKNOWLEDGMENT
                    OF RECEIPT OF CODE OF CONDUCT

                	 	 	
                  13

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      I.
        INTRODUCTION 

      


      This
        Code
        of Conduct helps ensure compliance with legal requirements and our standards
        of
        business conduct. This Code of Conduct applies to directors, officers and
        employees of the Company. Therefore, all Company directors, officers and
        employees are expected to read and understand this Code of Conduct, uphold
        these
        standards in day-to-day activities, comply with all applicable policies and
        procedures, and ensure that all agents and contractors are aware of, understand
        and adhere to these standards. 

      


      Because
        the principles described in this Code of Conduct are general in nature, you
        should also review all applicable Company policies and procedures for more
        specific instruction, and contact the Chairman’s Office (“CO”) if you have any
        questions. 

      


      Nothing
        in this Code of Conduct, in any Company policies and procedures, or in other
        related communications (verbal or written) creates or implies an employment
        contract or term of employment. 

      


      We
        are
        committed to continuously reviewing and updating our policies and procedures.
        Therefore, this Code of Conduct is subject to modification. This Code of
        Conduct
        supersedes all other such codes, policies, procedures, instructions, practices,
        rules or written or verbal representations to the extent they are inconsistent.
        

      


      Please
        sign the acknowledgment form at the end of this Code of Conduct and return
        the
        form to the CO indicating that you have received, read, understand and agree
        to
        comply with the Code of Conduct. 

      


      The
        signed acknowledgment form will be located in your personnel file. 

      


      II.
        COMPLIANCE IS EVERYONE'S BUSINESS 

      


      Ethical
        business conduct is critical to our business. As a director, officer or
        employee, your responsibility is to respect and adhere to these practices.
        Many
        of these practices reflect legal or regulatory requirements. Violations of
        these
        laws and regulations can create significant liability for you, the Company,
        its
        directors, officers, and other employees. 

      


      Part
        of
        your job and ethical responsibility is to help enforce this Code of Conduct.
        You
        should be alert to possible violations and report possible violations to
        the
        CO. 

      


      You
        must
        cooperate in any internal or external investigations of possible violations.
        

       

      Reprisal,
        threats, retribution or retaliation against any person who has in good faith
        reported a violation or a suspected violation of law, this Code of Conduct
        or
        other Company policies, or against any person who is assisting in any
        investigation or process with respect to such a violation, is prohibited.
        

      


      Violations
        of law, this Code of Conduct, or other Company policies or procedures should
        be
        reported to the CO. 

      


      Violations
        of law, this Code of Conduct or other Company policies or procedures by Company
        directors, officers or employees can lead to disciplinary action up to and
        including termination. 

      


      In
        trying
        to determine whether any given action is appropriate, use the following test.
        Imagine that the words you are using or the action you are taking is going
        to be
        fully disclosed in the media with all the details, including your photo.
        If you
        are uncomfortable with the idea of this information being made public, perhaps
        you should think again about your words or your course of action. 

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      In
        all
        cases, if you are unsure about the appropriateness of an event or action,
        please
        seek assistance in interpreting the requirements of these practices by
        contacting the CO.

      


      III.
        YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS 

      


      A.
        General Standards of Conduct 

      


      The
        Company expects all directors, officers, employees, agents and contractors
        to
        exercise good judgment to ensure the safety and welfare of employees, agents
        and
        contractors and to maintain a cooperative, efficient, positive, harmonious
        and
        productive work environment and business organization. These standards apply
        while working on our premises, at offsite locations where our business is
        being
        conducted, at Company-sponsored business and social events, or at any other
        place where you are a representative of the Company. Directors, officers,
        employees, agents or contractors who engage in misconduct or whose performance
        is unsatisfactory may be subject to corrective action, up to and including
        termination. 

      


      B.
        Applicable Laws 

      


      All
        Company directors, officers, employees, agents and contractors must comply
        with
        all applicable laws, regulations, rules and regulatory orders. Company
        directors, officers and 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, in addition to applicable local
        laws. Each director, officer, employee, agent and contractor must acquire
        appropriate knowledge of the requirements relating to his or her duties
        sufficient to enable him or her to recognize potential dangers and to know
        when
        to seek advice from the CO on specific Company policies and procedures.
        Violations of laws, regulations, rules and orders may subject the director,
        officer, employee, agent or contractor to individual criminal or civil
        liability, as well as to discipline by the Company. Such individual violations
        may also subject the Company to civil or criminal liability or the loss of
        business. 

      


      C.
        Conflicts of Interest 

      


      Each
        of
        us has a responsibility to the Company, our stockholders and each other.
        Although this duty does not prevent us from engaging in personal transactions
        and investments, it does demand that we avoid situations where a conflict
        of
        interest might occur or appear to occur. The Company is subject to scrutiny
        from
        many different individuals and organizations. We should always strive to
        avoid
        even the appearance of impropriety. What constitutes conflict of interest?
        A
        conflict of interest exists where the interests or benefits of one person
        or
        entity conflict with the interests or benefits of the Company. 

      


      Examples
        include: 

      


      (i)
        Employment/Outside
        Employment.
        In
        consideration of your appointment or employment with the Company, you are
        expected to devote your full attention to the business interests of the Company.
        You are prohibited from engaging in any activity that interferes with your
        performance or responsibilities to the Company or is otherwise in conflict
        with
        or prejudicial to the Company. Our policies prohibit any director, officer
        or
        employee from accepting simultaneous employment with a Company supplier,
        customer, developer or competitor, or from taking part in any activity that
        enhances or supports a competitor's position. Additionally, you must disclose
        to
        the Company any interest that you have that may conflict with the business
        of
        the Company. If you have any questions on this requirement, you should contact
        your supervisor or the CO. 

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      (ii)
        Outside
        Directorships.
        It is a
        conflict of interest to serve as a director of any company that competes
        with
        the Company. Although you may serve as a director of a Company supplier,
        customer, developer, or other business partner, our policy requires that
        you
        first obtain approval from the Company's Board of Directors before accepting
        a
        directorship. Any compensation you receive should be commensurate to your
        responsibilities. 

      


      Such
        approval may be conditioned upon the completion of specified actions.


      


      (iii)
        Business
        Interests.
        If you
        are considering investing in a Company customer, supplier or competitor,
        you
        must first take great care to ensure that these investments do not compromise
        your responsibilities to the Company. Many factors should be considered in
        determining whether a conflict exists, including the size and nature of the
        investment; your ability to influence the Company’s decisions; your access to
        confidential information of the Company or of the other company; and the
        nature
        of the relationship between the Company and the other company. 

      


      (iv)
        Related
        Parties.
        As a
        general rule, you should avoid conducting Company 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 (including same sex) or familial fashion with
        an
        employee. 

      


      If
        such a
        related party transaction is unavoidable, you must fully disclose the nature
        of
        the related party transaction to the Company's Chief Executive Officer. If
        determined to be material to the Company by the Chief Executive Officer,
        the
        Company's Audit Committee must review and approve in writing in advance such
        related party transactions. The most significant related party transactions,
        particularly those involving the Company's directors or executive officers,
        must
        be reviewed and approved in writing in advance by the Company's Board of
        Directors. The Company must report all such material related party transactions
        under applicable accounting rules, federal securities laws, and SEC rules
        and
        regulations, and securities market rules. Any dealings with a related party
        must
        be conducted in such a way that no preferential treatment is given to this
        business. 

      


      The
        Company discourages the employment of relatives and significant others in
        positions or assignments within the same department and prohibits the employment
        of such individuals in positions that have a financial dependence or influence
        (e.g., an auditing or control relationship, or a supervisor/subordinate
        relationship). The purpose of this policy is to prevent the organizational
        impairment and conflicts that are a likely outcome of the employment of
        relatives or significant others, especially in a supervisor/subordinate
        relationship. If a question arises about whether a relationship is covered
        by
        this policy, the CO or the Company Chairman’s designee is responsible for
        determining whether an applicant or transferee's acknowledged relationship
        is
        covered by this policy. The CO or the Company Chairman’s designee shall advise
        all affected applicants and transferees of this policy. Willful withholding
        of
        information regarding a prohibited relationship/reporting arrangement may
        be
        subject to corrective action, up to and including termination. If a prohibited
        relationship exists or develops between two employees, the employee in the
        senior position must bring this to the attention of his/her supervisor. The
        Company retains the prerogative to separate the individuals at the earliest
        possible time, either by reassignment or by termination, if necessary.


      


      (v)
        Other
        Situations.
        Because
        other conflicts of interest may arise, it would be impractical to attempt
        to
        list all possible situations. If a proposed transaction or situation raises
        any
        questions or doubts in your mind you should consult the CO.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      D.
        Corporate Opportunities 

      


      Employees,
        officers, directors and agents may not exploit for their own personal gain
        opportunities that are discovered through the use of corporate property,
        information or position unless the opportunity is disclosed fully in writing
        to
        the Company’s Board of Directors and the Board of Directors declines to pursue
        such opportunity. 

      


      E.
        Protecting the Company's Confidential Information 

      


      The
        Company's confidential information is a valuable asset. The Company’s
        confidential information includes our database of customer contacts; names
        and
        lists of customers, suppliers and employees; and financial information. This
        information is the property of the Company and may be protected by patent,
        trademark, copyright and trade secret laws. All confidential information
        must be
        used for Company business purposes only. Every director, officer, employee,
        agent and contractor must safeguard it. 

      


      THIS
        RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY CONFIDENTIAL INFORMATION
        SUCH
        AS INFORMATION REGARDING THE COMPANY'S PRODUCTS OR BUSINESS OVER THE
        INTERNET.
        

      


      You
        are
        also responsible for properly labeling any and all documentation shared with
        or
        correspondence sent to the CO or outside counsel as "Attorney-Client
        Privileged." This responsibility includes the safeguarding, securing and
        proper
        disposal of confidential information in accordance with the Company's policy
        on
        Maintaining and Managing Records set forth in Section III.I of this Code
        of
        Conduct. This obligation extends to confidential information of third parties,
        which the Company has rightfully received under Non-Disclosure Agreements.
        See
        the Company's policy dealing with Handling Confidential Information of Others
        set forth in Section IV.D of this Code of Conduct. 

      


      (i)
        Proprietary
        Information and Invention Agreement.
        When
        you joined the Company, you may have signed an agreement to protect and hold
        confidential the Company's proprietary information. This agreement remains
        in
        effect for as long as you work for the Company and after you leave the Company.
        Under this agreement, you may not disclose the Company's confidential
        information to anyone or use it to benefit anyone other than the Company
        without
        the prior written consent of an authorized Company officer. 

      


      (ii)
        Disclosure
        of Company Confidential Information.
        To
        further the Company's business, from time to time our confidential information
        may be disclosed to potential business partners. However, such disclosure
        should
        never be done without carefully considering its potential benefits and risks.
        If
        you determine in consultation with your manager and other appropriate Company
        management that disclosure of confidential information is necessary, you
        must
        then contact the CO to ensure that an appropriate written nondisclosure
        agreement is signed prior to the disclosure. The Company has standard
        nondisclosure agreements suitable for most disclosures. You must not sign
        a
        third party's nondisclosure agreement or accept changes to the Company's
        standard nondisclosure agreements without review and approval by the Company's
        CO. In addition, all Company materials that contain Company confidential
        information, including presentations, must be reviewed and approved by the
        CO
        prior to publication or use. 

      


      (iii)
        Requests
        by Regulatory Authorities.
        The
        Company and its directors, officers, employees, agents and contractors must
        cooperate with appropriate government inquiries and investigations. In this
        context, however, it is important to protect the legal rights of the Company
        with respect to its confidential information. All government requests for
        information, documents or investigative interviews must be referred to the
        CO.
        No financial information may be disclosed without the prior approval of the
        Chief Financial Officer. 

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (iv)
        Company
        Spokespeople.
        Specific policies have been established 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 CO
        or the
        Company Chairman or his designee. The Company has designated its Chairman
        as
        official Company spokespeople for financial matters. The Company has designated
        its Chairman or his designee as official Company spokespeople for marketing,
        technical and other such information. These designees are the only people
        who
        may communicate with the press on behalf of the Company. 

      


      F.
        Obligations Under Securities Laws -"Insider" Trading 

      


      Obligations
        under the United States securities laws apply to everyone. In the normal
        course
        of business, officers, directors, employees, agents, contractors and consultants
        of the Company may come into possession of significant, sensitive information.
        This information is the property of the Company -- you have been entrusted
        with
        it. You may not profit from it by buying or selling securities yourself,
        or
        passing on the information to others to enable them to profit or for them
        to
        profit on your behalf. The purpose of this policy is both to inform you of
        your
        legal responsibilities and to make clear to you that the misuse of sensitive
        information is contrary to Company policy and United States securities laws.
        

      


      Insider
        trading is a crime, penalized by fines of up to $5,000,000 and 20 years in
        jail
        for individuals. In addition, the securities regulators may seek the imposition
        of a civil penalty of up to three times the profits made or losses avoided
        from
        the trading. Insider traders must also disgorge any profits made, and are
        often
        subjected to an injunction against future violations. Finally, insider traders
        may be subjected to civil liability in private lawsuits. 

      


      Employers
        and other controlling persons (including supervisory personnel) are also
        at risk
        under United States securities laws. Controlling persons may, among other
        things, face penalties of the greater of $5,000,000 or three times the profits
        made or losses avoided by the trader if they recklessly fail to take preventive
        steps to control insider trading. 

      


      Thus,
        it
        is important both to you and the Company that insider-trading violations
        not
        occur. You should be aware that stock market surveillance techniques are
        becoming increasingly sophisticated, and the chance that United States federal
        or other regulatory authorities will detect and prosecute even small-level
        trading is significant. Insider trading rules are strictly enforced, even
        in
        instances when the financial transactions seem small. You should contact
        the
        Company’s U.S. legal counsel, Saul Ewing LLP (William Uchimoto at
        wuchimoto@saul.com), if you are unsure as to whether or not you are free
        to
        trade. 

      


      The
        Company has imposed a trading blackout period on members of the Board of
        Directors, executive officers and certain designated employees who, as a
        consequence of their position with the Company, are more likely to be exposed
        to
        material nonpublic information about the Company. These directors, executive
        officers and employees generally may not trade in Company securities during
        the
        blackout periods. The Company will make available a list of blackout periods
        to
        all employees. 

      


      Additionally,
        all directors and officers, before they engage in any purchase or sale of
        Company securities, must notify the Company’s legal counsel, Saul Ewing LLP
        (William Uchimoto at wuchimoto@saul.com) of such intent to trade, and seek
        counsel’s written approval via email before engaging in any trading. All
        directors and officers must email counsel to report executed trades so that
        counsel may timely file appropriate disclosure forms with the United States
        Securities and Exchange Commission. 

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Directors,
        officers, employees, agents and contractors of the Company who violate insider
        trading rules and/or the Company’s blackout period policy are subject to
        disciplinary action by the Company, which may include termination of employment
        or of business relationship. All questions regarding the Company's Insider
        Trading Compliance Program should be directed to the CO or Saul Ewing LLP
        (William Uchimoto at wuchimoto@saul.com). 

      


      G.
        Prohibition against Short Selling of Company Stock 

      


      No
        Company director, officer or other employee, agent or contractor may, directly
        or indirectly, sell any equity security, including derivatives, of the Company
        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 mails or other usual channels of transportation. No Company
        director, officer or other employee, agent or contractor may engage in short
        sales. A short sale, as defined in this policy, means any transaction whereby
        one may benefit from a decline in the Company's stock price. While securities
        law does not prohibit employees who are not executive officers or directors
        from
        engaging in short sales of Company securities, the Company has adopted as
        policy
        that employees may not do so. 

      


      H.
        Use of Company's Assets 

      


      (i)
        General.
        Protecting
        the Company's assets is a key fiduciary responsibility of every director,
        officer, employee, agent and contractor. Care should be taken to ensure that
        assets are not misappropriated, loaned to others, or sold or donated, without
        appropriate authorization. All Company directors, officers, employees, agents
        and contractors are responsible for the proper use of Company assets, and
        must
        safeguard such assets against loss, damage, misuse or theft. 

      


      Directors,
        officers, employees, agents or contractors who violate any aspect of this
        policy
        or who demonstrate poor judgment in the manner in which they use any Company
        asset may be subject to disciplinary action, up to and including termination
        of
        employment or business relationship at the Company's sole discretion. Company
        equipment and assets are to be used for Company business purposes only.
        Directors, officers, employees, agents and contractors may not use Company
        assets for personal use, nor may they allow any other person to use Company
        assets. All questions regarding this policy should be brought to the attention
        of the CO. 

      


      (ii)
        Physical
        Access Control.
        The
        Company has and will continue to develop procedures covering physical access
        control to ensure privacy of communications, maintenance of the security
        of the
        Company communication equipment, and safeguard Company 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. 

      


      (iii)
        Company
        Funds.
        Every
        Company director, officer or employee is personally responsible for all Company
        funds over which he or she exercises control. Company agents and contractors
        should not be allowed to exercise control over Company funds. Company funds
        must
        be used only for Company business purposes. Every Company director, officer,
        employee, agent and contractor must take reasonable steps to ensure that
        the
        Company receives good value for Company funds spent, and must maintain accurate
        and timely records of each and every expenditure. Expense reports must be
        accurate and submitted in a timely manner. Company directors, officers,
        employees, agents and contractors must not use Company funds for any personal
        purpose. 

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (iv)
        Computers
        and Other Equipment.
        The
        Company strives to furnish directors, officers and employees with the equipment
        necessary to efficiently and effectively do their jobs. You must care for
        that
        equipment and use it responsibly only for Company business purposes. If you
        use
        Company equipment at your home or off site, take precautions to protect it
        from
        theft or damage, just as if it were your own. If the Company no longer employs
        you, you must immediately return all Company equipment. While computers and
        other electronic devices are made accessible to directors, officers and
        employees to assist them to perform their jobs and to promote Company's
        interests, all such computers and electronic devices, whether used entirely
        or
        partially on the Company's premises or with the aid of the Company's equipment
        or resources, must remain fully accessible to the Company and, to the maximum
        extent permitted by law, will remain the sole and exclusive property of the
        Company. 

      


      Directors,
        officers, employees, agents and contractors should not maintain any expectation
        of privacy with respect to information transmitted over, received by, or
        stored
        in any electronic communications device owned, leased, or operated in whole
        or
        in part by or on behalf of the Company. To the extent permitted by applicable
        law, the Company retains the right to gain access to any information received
        by, transmitted by, or stored in any such electronic communications device,
        by
        and through its directors, officers, employees, agents, contractors, or
        representatives, at any time, either with or without a director’s, officer’s,
        employee's or third party's knowledge, consent or approval. 

      


      (v)
        Software.
        All
        software used by directors, officers and employees to conduct Company business
        must be appropriately licensed. Never make or use illegal or unauthorized
        copies
        of any software, whether in the office, at home, or on the road, since doing
        so
        may constitute copyright infringement and may expose you and the Company
        to
        potential civil and criminal liability. In addition, use of illegal or
        unauthorized copies of software may subject the director, officer and employee
        to disciplinary action, up to and including termination. The Company may
        inspect
        Company computers periodically to verify that only approved and licensed
        software has been installed. Any non-licensed/supported software will be
        removed. 

      


      (vi)
        Electronic
        Usage.
        The
        purpose of this policy is to make certain that directors, officers and employees
        utilize electronic communication devices in a legal, ethical, and appropriate
        manner. This policy addresses the Company's responsibilities and concerns
        regarding the fair and proper use of all electronic communications devices
        within the organization, including computers, e-mail, connections to the
        Internet, intranet and extranet and any other public or private networks,
        voice
        mail, video conferencing, facsimiles, and telephones. Posting or discussing
        information concerning the Company's products or business on the Internet
        without the prior written consent of the CO is prohibited. Any other form
        of
        electronic communication used by directors, officers or 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. Directors, officers and employees are therefore
        encouraged to use sound judgment whenever using any feature of our
        communications systems. You are expected to review, understand and follow
        such
        policies and procedures. 

      


      I.
        Maintaining and Managing Records 

      


      The
        purpose of this policy is to set forth and convey the Company's business
        and
        legal requirements in managing records, including all recorded information
        regardless of medium or characteristics. Records include paper documents,
        CDs,
        computer hard disks, email, floppy disks, microfiche, microfilm or all other
        media. Local, state, federal, foreign and other applicable laws, rules and
        regulations require the Company to retain certain records and to follow specific
        guidelines in managing its records. Civil and criminal penalties for failure
        to
        comply with such guidelines can be severe for directors, officers, employees,
        agents, contractors and the Company, and failure to comply with such guidelines
        may subject the director, officer, employee, agent or contractor to disciplinary
        action, up to and including termination of employment or business relationship
        at the Company's sole discretion. All original executed documents that evidence
        contractual commitments or other obligations of the Company must be forwarded
        to
        the CO promptly upon completion. Such documents will be maintained and retained
        in accordance with the Company’s record retention policies.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      J.
        Records on Legal Hold 

      


      A
        legal
        hold suspends all document destruction procedures in order to preserve
        appropriate records under special circumstances, such as litigation or
        government investigations. The CO determines and identifies what types of
        Company records or documents are required to be placed under a legal hold.
        Every
        Company director, officer, employee, agent and contractor must comply with
        this
        policy. Failure to comply with this policy may subject the director, officer,
        employee, agent or contractor to disciplinary action, up to and including
        termination of employment or business relationship at the Company's sole
        discretion. 

      


      The
        CO
        will notify you if a legal hold is placed on records for which you are
        responsible. You then must preserve and protect the necessary records in
        accordance with instructions from the Company's Law Affairs Department.


      


      RECORDS
        OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT
        BE
        DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES.
        

      


      A
        legal
        hold remains effective until it is officially released in writing by the
        CO.

      


      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 the CO. If you have
        any
        questions about this policy you should contact the CO. 

       

      K.
        Payment Practices 

      


      (i)
        Accounting
        Practices. The
        Company's responsibilities to its stockholders and the investing public require
        that all transactions be fully and accurately recorded in the Company's books
        and records in compliance with all applicable laws. False or misleading entries,
        unrecorded funds or assets, or payments without appropriate supporting
        documentation and approval are strictly prohibited and violate Company policy
        and the law. 

      


      Additionally,
        all documentation supporting a transaction should fully and accurately describe
        the nature of the transaction and be processed in a timely fashion.


      


      (ii)
        Political
        Contributions.
        The
        Company reserves the right to communicate its position on important issues
        to
        elected representatives and other government officials. It is the Company's
        policy to comply fully with all local, state, federal, foreign and other
        applicable laws, rules and regulations regarding political contributions.
        The
        Company's funds or assets must not be used for, or be contributed to, political
        campaigns or political practices under any circumstances without the prior
        written approval of the CO and,
        if
        required, the Board of Directors. 

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (iii)
        Prohibition
        of Inducements.
        Under
        no circumstances may directors, officers, employees, agents or contractors
        offer
        to pay, make payment, promise to pay, or issue authorization to pay any money,
        gift, or anything of value to customers, vendors, consultants, etc. that
        is
        perceived as intended, directly or indirectly, to improperly influence any
        business decision, any act or failure to act, any commitment of fraud, or
        opportunity for the commission of any fraud. Inexpensive gifts, infrequent
        business meals, celebratory events and entertainment, provided that they
        are not
        excessive or create an appearance of impropriety, do not violate this policy.
        Questions regarding whether a particular payment or gift violates this policy
        should be directed to the CO. 

      


      L.
        Foreign Corrupt Practices Act 

      


      The
        Company requires full compliance with the Foreign Corrupt Practices Act (FCPA)
        by all of its directors, officers, employees, agents, and contractors.


      


      The
        anti-bribery and corrupt payment provisions of the FCPA make illegal any
        corrupt
        offer, payment, promise to pay, or authorization to pay any money, gift,
        or
        anything of value to any foreign official, or any foreign political party,
        candidate or official, for the purpose of: influencing any act or failure
        to
        act, in the official capacity of that foreign official or party; or inducing
        the
        foreign official or party to use influence to affect a decision of a foreign
        government or agency, in order to obtain or retain business for anyone, or
        direct business to anyone. 

      


      All
        Company directors, officers, 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 the Company. FCPA compliance includes the Company's
        policy on Maintaining and Managing Records in Section III.I of this Code
        of
        Conduct. 

      


      Laws
        in
        most countries outside of the United States also prohibit or restrict government
        officials or employees of government agencies from receiving payments,
        entertainment, or gifts for the purpose of winning or keeping business. No
        contract or agreement may be made with any business in which a government
        official or employee holds a significant interest, without the prior approval
        of
        the CO.

      


      IV.
        RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS 

      


      A.
        Customer Relationships 

      


      If
        your
        job puts you in contact with any Company customers or potential customers,
        it is
        critical for you to remember that you represent the Company to the people
        with
        whom you are dealing. Act in a manner that creates value for our customers
        and
        helps to build a relationship based upon trust. The Company and its employees
        have provided products and services for many years and have built up significant
        goodwill over that time. This goodwill is one of our most important assets,
        and
        the Company employees, agents and contractors must act to preserve and enhance
        our reputation. 

      


      B.
        Payments or Gifts from Others 

      


      Under
        no
        circumstances may directors, officers, employees, agents or contractors accept
        any offer, payment, promise to pay, or authorization to pay any money, gift,
        or
        anything of value from customers, vendors, consultants, etc. that is perceived
        as intended, directly or indirectly, to influence any business decision,
        any act
        or failure to act, any commitment of fraud, or opportunity for the commission
        of
        any fraud. Inexpensive gifts, infrequent business meals, celebratory events
        and
        entertainment, provided that they are not excessive or create an appearance
        of
        impropriety, do not violate this policy. Questions regarding whether a
        particular payment or gift violates this policy are to be directed to the
        CO.


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

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


      


      C.
        Publications of Others 

      


      The
        Company subscribes to many publications that help directors, officers and
        employees do their jobs better. These include newsletters, reference works,
        online reference services, magazines, books, and other digital and printed
        works. Copyright law generally protects these works, and their unauthorized
        copying and distribution constitute copyright infringement. You must first
        obtain the consent of the publisher of a publication before copying publications
        or significant parts of them. When in doubt about whether you may copy a
        publication, consult the CO. 

      


      D.
        Handling the Confidential Information of Others 

      


      The
        Company has many kinds of business relationships with many companies and
        individuals. Sometimes, they will volunteer confidential information about
        their
        products or business plans to induce the Company to enter into a business
        relationship. At other times, we may request that a third party provide
        confidential information to permit the Company to evaluate a potential business
        relationship with that party. Whatever the situation, we must take special
        care
        to handle the confidential information of others responsibly. We handle such
        confidential information in accordance with our agreements with such third
        parties. See also the Company's policy on Maintaining and Managing Records
        in
        Section III.I of this Code of Conduct. 

      


      (i)
        Appropriate
        Nondisclosure Agreements.
        Confidential information may take many forms. An oral presentation about
        a
        company's product development plans may contain protected trade secrets.
        A
        customer list or employee list may be a protected trade secret. A demo of
        an
        alpha version of a company's new software may contain information protected
        by
        trade secret and copyright laws. 

      


      You
        should never accept information offered by a third party that is represented
        as
        confidential, or which appears from the context or circumstances to be
        confidential, unless an appropriate nondisclosure agreement has been signed
        with
        the party offering the information. 

      


      THE
        CO CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION,
        AND
        WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE
        COMPANY. 

      


      Even
        after a nondisclosure agreement is in place, you should accept only the
        information necessary to accomplish the purpose of receiving it, such as
        a
        decision on whether to proceed to negotiate a deal. If more detailed or
        extensive confidential information is offered and it is not necessary, for
        your
        immediate purposes, it should be refused. 

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      (ii)
        Need-to-Know.
        Once a
        third party's confidential information has been disclosed to the Company,
        we
        have an obligation to abide by the terms of the relevant nondisclosure agreement
        and limit its use to the specific purpose for which it was disclosed and
        to
        disseminate it only to other Company employees with a need to know the
        information. Every director, officer, employee, agent and contractor involved
        in
        a potential business relationship with a third party must understand and
        strictly observe the restrictions on the use and handling of confidential
        information. When in doubt, consult the CO. 

      


      (iii)
        Notes
        and Reports.
        When
        reviewing the confidential information of a third party under a nondisclosure
        agreement, it is natural to take notes or prepare reports summarizing the
        results of the review and, based partly on those notes or reports, to draw
        conclusions about the suitability of a business relationship. Notes or reports,
        however, can include confidential information disclosed by the other party
        and
        so should be retained only long enough to complete the evaluation of the
        potential business relationship. Subsequently, they should be either destroyed
        or turned over to the CO for safekeeping or destruction. They should be treated
        just as any other disclosure of confidential information is treated: marked
        as
        confidential and distributed only to those Company employees with a need
        to
        know. 

      


      (iv)
        Competitive
        Information.
        You
        should never attempt to obtain a competitor's confidential information by
        improper means, and you should especially never contact a competitor regarding
        their confidential information. While the Company may, and does, employ former
        employees of competitors, we recognize and respect the obligations of those
        employees not to use or disclose the confidential information of their former
        employers. 

      


      E.
        Selecting Suppliers 

      


      The
        Company's suppliers make significant contributions to our success. To create
        an
        environment where our suppliers have an incentive to work with the Company,
        they
        must be confident that they will be treated lawfully and in an ethical manner.
        The Company's policy is to purchase supplies based on need, quality, service,
        price and terms and conditions. The Company's policy is to select significant
        suppliers or enter into significant supplier agreements though a competitive
        bid
        process where possible. Under no circumstances should any Company director,
        officer, 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. A supplier's performance should
        never
        be discussed with anyone outside the Company. A supplier to the Company is
        generally free to sell its products or services to any other party, including
        competitors of the Company. In some cases where the products or services
        have
        been designed, fabricated, or developed to our specifications the agreement
        between the parties may contain restrictions on sales. 

      


      F.
        Government Relations 

      


      It
        is the
        Company's 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.
        This policy includes strict compliance with all local, state, federal, foreign
        and other applicable laws, rules and regulations. 

      


      If
        you
        have any questions concerning government relations you should contact the
        CO. 

      


      G.
        Lobbying 

      


      Directors,
        officers, employees , agents or contractors whose work requires lobbying
        communication with any member or employee of a legislative body or with any
        government official or employee in the formulation of legislation must have
        prior written approval of such activity from the CO. Activity covered by
        this
        policy includes meetings with legislators or members of their staffs or with
        senior executive branch officials. Preparation, research, and other background
        activities that are done in support of lobbying communication are also covered
        by this policy even if the communication ultimately is not made. 

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      H.
        Government Contracts 

      


      It
        is the
        Company's policy to comply fully with all applicable laws and regulations
        that
        apply to government contracting. It is also necessary to strictly adhere
        to all
        terms and conditions of any contract with local, state, federal, foreign
        or
        other applicable governments. 

      


      The
        CO or
        the Company Chairman’s designee must review and approve all contracts with any
        government entity. 

      


      I.
        Free and Fair Competition 

      


      Most
        countries have well-developed bodies of law designed to encourage and protect
        free and fair competition. The Company is committed to obeying both the letter
        and spirit of these laws. The consequences of not doing so can be severe
        for all
        of us. These laws often regulate the Company's relationships with its
        distributors, resellers, dealers, 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. 

      


      Competition
        laws also govern, usually quite strictly, relationships between the Company
        and
        its 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 the Company
        may not knowingly make false or misleading statements regarding its competitors
        or the products of its competitors, customers or suppliers. 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. 

      


      No
        director, officer, employee, agent or contractor shall at any time or under
        any
        circumstances 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, boycotts
        of customers or suppliers, or 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 on non-competitive products, but the CO or the
        Company Chairman’s designee must review all such proposed ventures in advance.
        These prohibitions are absolute and strict observance is required. 

      


      Collusion
        among competitors is illegal, and the consequences of a violation are severe.
        Although the spirit of these laws, known as "antitrust," "competition," or
        "consumer protection" or unfair competition laws, is straightforward, their
        application to particular situations can be quite complex. To ensure that
        the
        Company complies fully with these laws, each of us should have a basic knowledge
        of them and should involve the CO or the Company Chairman’s designee early on
        when questionable situations arise. 

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      J.
        Industrial Espionage 

      


      It
        is the
        Company's policy to lawfully compete in the marketplace. This commitment
        to
        fairness includes respecting the rights of our competitors and abiding by
        all
        applicable laws in the course of competing. The purpose of this policy is
        to
        maintain the Company's reputation as a lawful competitor and to help ensure
        the
        integrity of the competitive marketplace. The Company expects its competitors
        to
        respect our rights to compete lawfully in the marketplace, and we must respect
        their rights equally. Company directors, officers, employees, agents and
        contractors may not steal or unlawfully use the information, material, products,
        intellectual property, or proprietary or confidential information of anyone
        including suppliers, customers, business partners or competitors. 

      


      V.
        WAIVERS 

      


      Any
        waiver of any provision of this Code of Conduct for a member of the Company’s
        Board of Directors or an executive officer must be approved in writing by
        the
        Company’s Board of Directors and promptly disclosed. Any waiver of any provision
        of this Code of Conduct with respect to any other employee, agent or contractor
        must be approved in writing by the Company Chairman or his designee.


       

      VI.
        DISCIPLINARY ACTIONS 

      


      The
        matters covered in this Code of Conduct are of the utmost importance to the
        Company, its stockholders and its business partners, and are essential to
        the
        Company's ability to conduct its business in accordance with its stated values.
        We expect all of our directors, officers, employees, agents, contractors
        and
        consultants to adhere to these rules in carrying out their duties for the
        Company. 

      


      The
        Company will take appropriate action against any director, officer, employee,
        agent, contractor or consultant whose actions are found to violate these
        policies or any other policies of the Company. Disciplinary actions may include
        immediate termination of employment or business relationship at the Company's
        sole discretion. Where the Company has suffered a loss, it may pursue its
        remedies against the individuals or entities responsible. Where laws have
        been
        violated, the Company will cooperate fully with the appropriate authorities.
        

      


      VII.
        ACKNOWLEDGMENT OF RECEIPT OF CODE OF CONDUCT 

      


      I
        have
        received and read the Company's Code of Conduct. I understand the standards
        and
        policies contained in the Company Code of Conduct and understand that there
        may
        be additional policies or laws specific to my job. I further agree to comply
        with the Company Code of Conduct. 

      


      If
        I have
        questions concerning the meaning or application of the Company Code of Conduct,
        any Company policies, or the legal and regulatory requirements applicable
        to my
        job, I know I can consult my supervisor and/or a representative of the CO,
        knowing that my questions or reports to these sources will be maintained
        in
        confidence. I acknowledge that I may report violations of the Code of Conduct
        to
        the CO. 

       

      ____________________________________
        

      Signature

      


      ____________________________________

      Printed
        name of Director, Officer or Employee 

      


      ____________________________________

      Date
        

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      Please
        sign and return this form to the Chairman’s Office. 

      


      
        
          
          

        

        
          14