# Code of Business
Conduct and Ethics

# Introduction

We are committed to maintaining the
highest standards of honest and ethical business conduct, including ensuring full, fair,
accurate, timely and understandable disclosures in our public documents and reports,
compliance with applicable laws, prompt internal reporting of violations of these
standards and accountability for adherence to these standards.

This Code of Business Conduct and
Ethics (the Code) reflects the business practices and principles of behavior
that support this commitment. We expect every employee, officer, and director to read,
understand, and comply with the Code and its application to the performance of his or her
business responsibilities. References in the Code to employees are intended to cover
officers and, as applicable, directors, managers and supervisors as well as employees.

Officers, managers and other
supervisors are expected to develop in employees a sense of commitment to the spirit, as
well as the letter, of the Code. Supervisors are also expected to ensure that all agents
and contractors conform to Code standards when working for or on behalf of the Company.
Nothing in the Code alters the employment at-will policy of the Company.

The Code cannot possibly describe
every practice or principle related to honest and ethical conduct. The Code addresses
conduct that is particularly important to proper dealings with the people and entities
with whom we interact, but reflects only a part of our commitment.

The following additional policies of
the Company supplement or amplify the Code in certain areas and should be read in
conjunction with the Code:

| |  | Action
by members of your immediate family, significant others or other persons who live in your
household also may potentially result in ethical issues to the extent that they involve
the Companys business. For example, acceptance of inappropriate gifts by a family
member from one of our suppliers could create a conflict of interest and result in a Code
violation attributable to you. Consequently, in complying with the Code, you should
consider not only your own conduct, but also that of your immediate family members,
significant others and other persons who live in your household.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
integrity and reputation of the Company depends on the honesty, fairness and integrity
brought to the job by each person associated with us. It is the responsibility of each
employee to apply common sense, together with his or her own highest personal ethical
standards, in making business decisions where there is no stated guideline in the Code.
Unyielding personal integrity is the foundation of corporate integrity.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | YOU
SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE CODE, VOICE
CONCERNS OR CLARIFY GRAY AREAS. SECTION 16 BELOW DETAILS THE COMPLIANCE RESOURCES
AVAILABLE TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO POSSIBLE VIOLATIONS OF THE CODE BY
OTHERS AND REPORT SUSPECTED VIOLATIONS, WITHOUT FEAR OF ANY FORM OF RETALIATION, AS
FURTHER DESCRIBED IN SECTION 16.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Violations
of the Code will not be tolerated. Any employee who violates the standards in the Code
may be subject to disciplinary action, up to and including termination of employment and,
in appropriate cases, civil legal action or referral for criminal prosecution.
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# 1. Legal Compliance

Obeying the law, both in letter and
in spirit, is the foundation of this Code. Our success depends upon each employees
operating within legal guidelines and cooperating with local, national and international
authorities. It is therefore essential that you understand the legal and regulatory
requirements applicable to your business unit and area of responsibility. We will send
employees to periodic training sessions to ensure that all employees comply with the
relevant laws, rules and regulations associated with their employment, including laws
prohibiting insider trading (which are discussed in further detail in Section 4 below).
While we do not expect you to memorize every detail of these laws, rules and regulations,
we want you to be able to determine when to seek advice from others. If you do have a
question in the area of legal compliance, it is important that you not hesitate to seek
answers from your supervisor or the Corporate Responsibility Officer (see Section 16).

Disregard of the law will not be
tolerated. Violation of domestic or foreign laws, rules and regulations may subject an
individual as well as the Company to civil and/or criminal penalties. You should be aware
that conduct and records, including emails, are subject to internal and external audits
and to discovery by third parties in the event of a government investigation or civil
litigation. It is in everyones best interests to know and comply with our legal and
ethical obligations.

# 2. Misuse of Company
Computer Equipment

You may not, while acting on behalf
of the Company, or while using our computing or communications equipment or facilities,
either:

| |  | Access
the internal computer system (also known as hacking) or other resource of
another entity without express written authorization from the entity responsible for
operating that resource;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Commit
any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited
bulk email (also known as spam) in violation of applicable law, trafficking
in contraband of any kind, or espionage.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If you receive authorization to
access another entitys internal computer system, or other resource, you must make a
permanent record of that authorization so that it may be retrieved for future reference
and you may not exceed the scope of that authorization.

Unsolicited bulk email is regulated
by law in a number of jurisdictions. If you intend to send unsolicited bulk email to
persons outside of the Company, either while acting on our behalf or using our computing
or communications equipment or facilities, you should contact your supervisor or the
Corporate Responsibility Officer for approval.

All data residing on or transmitted
through our computing and communications facilities, including email and word processing
documents, is the property of the Company and subject to inspection, retention and review
by the Company in accordance with applicable law.

# 3. Environment Compliance

Federal law imposes criminal
liability on any person or company that contaminates the environment with any hazardous
substance that could cause injury to the community or environment. Violation of
environmental laws can be a criminal offense and can involve monetary fines and
imprisonment. We expect employees to comply with all applicable environmental laws.

It is our policy to conduct our
business in an environmentally responsible way that minimizes environmental impacts. We
are committed to minimizing and, if possible, eliminating the use of any substance or
material that may cause environmental damage, reducing waste generation and disposing of
all waste through safe and responsible methods, minimizing environmental risks by
employing safe technologies and operating procedures, and being prepared to respond
appropriately to accidents and emergencies.

# 4. Insider Trading

Employees who have access to
confidential (or inside) information are not permitted to use or share that
information for stock trading purposes or for any other purpose except to conduct our
business. All non-public information about the Company or about companies with which we do
business is considered confidential information. To use material non-public information in
connection with buying or selling securities, including tipping others who
might make an investment decision on the basis of this information, is not only unethical,
it is illegal. Employees must exercise the utmost care when handling material inside
information.

# 5. International
Business Laws

Our employees are expected to comply
with the applicable laws in all countries to which they travel, in which they operate and
where we otherwise do business, including laws prohibiting bribery, corruption or the
conduct of business with specified individuals, companies or countries. The fact that in
some countries certain laws are not enforced or that violation of those laws is not
subject to public criticism will not be accepted as an excuse for noncompliance. In
addition, we expect employees to comply with U.S. laws, rules and regulations governing
the conduct of business by its citizens and corporations outside the U.S.

These U.S. laws, rules and
regulations, which extend to all our activities outside the U.S., include:

| |  | The
Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of
value to a government official to obtain or retain business or favorable treatment, and
requires the maintenance of accurate books of account, with all company transactions
being properly recorded
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | U.S.
Embargoes, which restrict or, in some cases, prohibit companies, their subsidiaries and
their employees from doing business with certain other countries identified on a list
that changes periodically (including currently, for example, Angola (partial), Burma
(partial), Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or specific companies
or individuals
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Export
Controls, which restrict travel to designated countries or prohibit r restrict the export
of goods, services and technology to designated countries, denied persons or denied
entities from the U.S., or the re-export of U.S. origin goods from the country of
original destination to such designated countries, denied companies or denied entities
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Anti-boycott
Compliance, which prohibits U.S. companies from taking any action that has the effect of
furthering or supporting a restrictive trade practice or boycott that is fostered or
imposed by a foreign country against a country friendly to the U.S. or against any U.S.
person
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If you have a question as to whether
an activity is restricted or prohibited, seek assistance before taking any action,
including giving any verbal assurances that might be regulated by international laws.

# 6. Conflicts of Interest

A conflict of interest
occurs when an individuals personal interest may interfere in any way with the
performance of his or her duties or the best interests of the Company. A conflicting
personal interest could result from an expectation of personal gain now or in the future
or from a need to satisfy a prior or concurrent personal obligation. We expect our
employees to be free from influences that conflict with the best interests of the Company.
Even the appearance of a conflict of interest where none actually exists can be damaging
and should be avoided. Whether or not a conflict of interest exists or will exist can be
unclear. Conflicts of interest are prohibited unless specifically authorized as described
below.

If you have any questions about a
potential conflict, or if you become aware of an actual or potential conflict, and you are
not an officer or director of the Company, you should discuss the matter with your
supervisor or the Corporate Responsibility Officer (as further described in Section 16).
Supervisors may not authorize conflict of interest matters without first seeking the
approval of the Corporate Responsibility Officer and filing with the Corporate
Responsibility Officer a written description of the authorized activity. If the supervisor
is involved in the potential or actual conflict, you should discuss the matter directly
with the Corporate Responsibility Officer. Factors that may be considered in evaluating a
potential conflict of interest are, among others:

| |  | Whether
it may interfere with the employees job performance, responsibilities or morale;
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| |  | Whether
the employee has access to confidential information;
| | - | ------------------------------------------------------------

| |  | Whether
it may interfere with the job performance, responsibilities or morale of others within
the organization;
| | - | ----------------------------------------------------------------------------------------------------------------

| |  | Any
potential adverse or beneficial impact on our business;
| | - | -----------------------------------------------------------

| |  | Any
potential adverse or beneficial  impact on our relationships with our customers or
suppliers or      other service providers;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |  | Whether
it would enhance or support a competitor's position;
| | - | ------------------------------------------------------------

| |  | The
extent to which it would result in financial or other benefit (direct or indirect) to the
employee;
| | - | -------------------------------------------------------------------------------------------------------

| |  | The
extent to which it would result in financial or other benefit (direct or indirect) to one
of our customers, suppliers or other service providers;
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| |  | The
extent to which it would appear improper to an outside observer.
| | - | --------------------------------------------------------------------

The following are examples of
situations that may, depending on the facts and circumstances, involve conflicts of
interests:

| |  | Employment
by (including consulting for) or service on the board of a competitor, customer or
supplier or other service provider. Activity that enhances or supports the position of a
competitor to the detriment of the Company is prohibited, including employment by or
service on the board of a competitor. Employment by or service on the board of a customer
or supplier or other service provider is generally discouraged and you must seek
authorization in advance if you plan to take such action.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Owning,
directly or indirectly, a significant financial interest in any entity that does
business, seeks to do business or competes with us. In addition to the factors described
above, persons evaluating ownership for conflicts of interest will consider the size and
nature of the investment; the nature of the relationship between the other entity and the
Company; the employees access to confidential information and the employees
ability to influence corporation decisions. If you would like to acquire a financial
interest of that kind, you must seek approval in advance.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Soliciting
or accepting gifts, favors, loans or preferential treatment from any person or entity
that does business or seeks to do business with us. See Section 10 for further discussion
of the issues involved in this type of conflict.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Soliciting
contributions to any charity or for any political candidate from any person or entity
that does business or seeks to do business with us.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Taking
personal advantage of corporate opportunities. See Section 7 for further discussion of
the issues involved in this type of conflict.
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| |  | Moonlighting
without permission.
| | - | --------------------------------

| |  | Conducting
our business transactions with your family member, significant other or person who shares
your household or a business in which you have a significant financial interest.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Exercising
supervisory or other authority on behalf of the Company, over a co-worker who is also a
family member.
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | Loans
to, or guarantees of obligations of, employees or their family members by the Company
could constitute an improper personal benefit to the recipients of these loans or
guarantees, depending on the facts and circumstances. Some loans are expressly prohibited
by law and applicable law requires that our Board of Directors approve all loans and
guarantees to employees.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 7. Corporate
Opportunities

You may not take personal advantage
of opportunities that are presented to you or discovered by you as a result of your
position with us, or through your use of corporate property or information, unless
authorized by your supervisor or the Corporate Responsibility Officer. Even opportunities
that are acquired privately by you may be questionable if they are related to our existing
or proposed lines of business. Participation in an investment or outside business
opportunity that is related to our existing or proposed lines of business must be
pre-approved. You cannot use your position with us or corporate property or information
for improper personal gain, nor can you compete with us in any way.

# 8. Maintenance of
Corporate Books, Records, Documents and Accounts;Financial Integrity; Public Reporting

The integrity of our records and
public disclosure depends on the validity, accuracy and completeness of the information
supporting the entries to our books of account. Therefore, our corporate and business
records should be completed accurately and honestly. The making of false or misleading
entries, whether they relate to financial results or test results, is strictly prohibited.
Our records serve as a basis for managing our business and are important in meeting our
obligations to customers, suppliers, creditors, employees and others with whom we do
business. As a result, it is important that our books, records and accounts accurately and
fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and
expenses, as well as all transactions and changes in assets and liabilities.

We require that:

| |  | No
entry be made in our books and records that intentionally hides or disguises the nature
of any transaction or of any of our liabilities, or misclassifies any transactions as to
accounts or accounting periods;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Transactions
be supported by appropriate documentation;
| | - | -------------------------------------------------------

| |  | The
terms of sales and other commercial transactions be reflected accurately in the
documentation for those transactions and all such documentation be reflected accurately
in our books and records;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Employees
comply with our system of internal controls;
| | - | ------------------------------------------------------

| |  | No
cash or other assets be maintained for any purpose in any unrecorded or off-the-books fund.
| | - | ------------------------------------------------------------------------------------------------

Our accounting records are also
relied upon to produce reports for our management, stockholders and creditors, as well as
for governmental agencies. In particular, we rely upon our accounting and other business
and corporate records in preparing the periodic and current reports that we file with the
SEC. These reports must provide full, fair, accurate, timely and understandable disclosure
and fairly present our financial condition and results of operations. Employees who
collect, provide or analyze information for or otherwise contribute in any way in
preparing or verifying these reports should strive to ensure that our financial disclosure
is accurate and transparent and that our reports contain all of the information about the
Company that would be important to enable stockholders and potential investors to assess
the soundness and risks of our business and finances and the quality and integrity of our
accounting and disclosures.

In addition:

| |  | No
employee may take or authorize any action that would cause our financial records or
financial disclosure to fail to comply with generally accepted accounting principles, the
rules and regulations of the SEC or other applicable laws, rules and regulations;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | All
employees must cooperate fully with our Accounting, as well as our independent public
accountants and counsel, respond to their questions with candor and provide them with
complete and accurate information to help ensure that our books and records, as well as
our reports filed with the SEC, are accurate and complete;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | No
employee should knowingly make (or cause or encourage any other person to make) any false
or misleading statement in any of our reports filed with the SEC or knowingly omit (or
cause or encourage any other person to omit) any information necessary to make the
disclosure in any of our reports accurate in all material respects.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any employee who becomes aware of any
departure from these standards has a responsibility to report his or her knowledge
promptly to a supervisor, the Corporate Responsibility Officer or one of the other
compliance resources described in Section 16.

# 9. Fair Dealing

We strive to outperform our
competition fairly and honestly. Advantages over our competitors are to be obtained
through superior performance of our products and services, not through unethical or
illegal business practices. Acquiring proprietary information from others through improper
means, possessing trade secret information that was improperly obtained, or inducing
improper disclosure of confidential information from past or present employees of other
companies is prohibited, even if motivated by an intention to advance our interests. If
information is obtained by mistake that may constitute a trade secret or other
confidential information of another business, or if you have any questions about the
legality of proposed information gathering, you must consult your supervisor or the
Corporate Responsibility Officer, as further described in Section 16.

You are expected to deal fairly with
our customers, suppliers, employees and anyone else with whom you have contact in the
course of performing your job. No employee may take unfair advantage of anyone through
misuse of confidential information, misrepresentation of material facts or any other
unfair dealing practice.

Employees involved in procurement
have a special responsibility to adhere to principles of fair competition in the purchase
of products and services by selecting suppliers based exclusively on normal commercial
considerations, such as quality, cost, availability, service and reputation, and not on
the receipt of special favors.

# 10. Gifts and
Entertainment

Business entertainment and gifts are
meant to create goodwill and sound working relationships and not to gain improper with
customers or facilitate approvals from government officials. Unless express permission is
received from a supervisor or the Corporate Responsibility Officer, entertainment and
gifts cannot be offered, provided or accepted by any employee unless consistent with
customary business practices and not (a) excessive in value, (b) in cash, (c) susceptible
of being construed as a bribe or kickback or (d) in violation of any laws. This principle
applies to our transactions everywhere in the world, even where the practice is widely
considered a way of doing business. Under some statutes, such as the U.S.
Foreign Corrupt Practices Act (further described in Section 5), giving anything of value
to a government official to obtain or retain business or favorable treatment is a criminal
act subject to prosecution and conviction. Discuss with your supervisor or the Corporate
Responsibility Officer any proposed entertainment or gifts if you are uncertain about
their appropriateness.

# 11. Antitrust

Antitrust laws are designed to
protect the competitive process. These laws generally prohibit:

| |  | Agreements,
formal or informal, with competitors that harm competition or customers, including price fixing
and allocations of customers, territories or contracts;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Agreements,
formal or informal, that establish or fix the price at which a customer may resell a
product;
| | - | ---------------------------------------------------------------------------------------------------------

| |  | The
acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive
conduct.
| | - | ----------------------------------------------------------------------------------------------------

Certain kinds of information, such as
pricing, production and inventory, should not be exchanged with competitors, regardless of
how innocent or casual the exchange may be and regardless of the setting, whether business
or social.

Understanding the requirements of
antitrust and unfair competition laws of the various jurisdictions where we do business
can be difficult, and you are urged to seek assistance from your supervisor or the
Corporate Responsibility Officer whenever you have a question relating to these laws.

# 12. Protection and
Proper Use of Company Assets

All employees are expected to protect
our assets and ensure their efficient use. Theft, carelessness and waste have a direct
impact on our profitability. Our property, such as laboratory equipment, office equipment,
office supplies and computer equipment, are expected to be used only for legitimate
business purposes, although incidental personal use may be permitted. Employees should be
mindful of the fact that we retain the right to access, review, monitor and disclose any
information transmitted, received or stored using our electronic equipment, with or
without an employees or third partys knowledge, consent or approval. Any
misuse or suspected misuse of our assets must be immediately reported to your supervisor
or the Corporate Responsibility Officer.

# 13. Confidentiality

One of our most important assets is
our confidential information. Employees who have received or have access to confidential
information should take care to keep this information confidential. Confidential
information may include business, marketing and service plans, financial information,
product architecture, source codes, engineering and manufacturing ideas, designs,
databases, customer lists, pricing strategies, personnel data, personally identifiable
information pertaining to our employees, customers or other individuals (including, for
example, names, addresses, telephone numbers and social security numbers), and similar
types of information provided to us by our customers, suppliers and partners. This
information may be protected by patent, trademark, copyright and trade secret laws.

Except when disclosure is authorized
or legally mandated, you must not share our or our suppliers or customers
confidential information with third parties or others within the Company, who have no
legitimate business purpose for receiving that information. Doing so would constitute a
violation of the employment agreement that you signed upon joining us. Unauthorized use or
distribution of this information could also be illegal and result in civil liability
and/or criminal penalties.

You should also take care not to
inadvertently disclose confidential information. Materials that contain confidential
information, such as memos, notebooks, computer disks and laptop computers should be
stored securely. Unauthorized posting or discussion of any information concerning our
business, information or prospects on the Internet is prohibited. You may not discuss our
business, information or prospects in any chat room, regardless of whether you
use your own name or a pseudonym. Be cautious when discussing sensitive information in
public places like elevators, airports, restaurants and quasi-public areas
within the Company. All Company e-mails, voicemails, and other communications are presumed
confidential and should not be forwarded or otherwise disseminated outside of the Company,
except where required for legitimate business purposes.

In addition to the above
responsibilities, if you are handling information protected by any privacy policy
published by us, then you must handle that information solely in accordance with the
applicable policy.

# 14. Media/Public
Discussions

It is our policy to disclose material
information concerning the Company to the public only through specific limited channels to
avoid inappropriate publicity and to ensure that all those with an interest in the Company
will have equal access to information. All inquiries or calls from the press and financial
analysts should be referred to the CEO, President or the investor relations department. We
have designated our CEO, President and CFO as our official spokespersons for financial
matters. We have designated our CEO and President as our official spokespersons for
marketing, technical and other related information. Unless a specific exception has been
made by the CEO, President or CFO, these designees are the only people who may communicate
with the press on behalf of the Company.

# 15. Waivers

Any waiver of this Code for executive
officers (including, where required by applicable laws, our principal executive officer,
principal financial officer, principal accounting officer or controller (or persons
performing similar functions)) or directors may be authorized only by our Board of
Directors or a committee of the Board and will be disclosed to stockholders as required by
applicable laws, rules and regulations.

# 16. Compliance Standards
and Procedures

# Compliance Resources

To facilitate compliance with this
Code, we have established the position of Corporate Responsibility Officer to oversee this
program. The Corporate Responsibility Officer is a person to whom you can address any
questions or concerns. We will keep all applicable persons informed as to the identity of
and the contact information for the Corporate Responsibility Officer.

In addition to fielding questions or
concerns with respect to potential violations of this Code, the Corporate Responsibility
Officer is responsible for:

| |  | Investigating
possible violations of the Code;
| | - | ----------------------------------------------

| |  | Training
new employees in Code policies;
| | - | ----------------------------------------

| |  | Conducting
annual training sessions to refresh employees familiarity with the Code;
| | - | ------------------------------------------------------------------------------------

| |  | Distributing
copies of the Code annually to each employee with a reminder that each employee is
responsible for reading, understanding and complying with the Code;
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| |  | Updating
the Code as needed and alerting employees to any updates, with appropriate approval of
the Board of Directors, to reflect changes in the law, the Companys operations and
in recognized best practices, and to reflect the Companys experience;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Otherwise
promoting an atmosphere of responsible and ethical conduct.
| | - | ---------------------------------------------------------------------

Your most immediate resource for any
matter related to the Code is your supervisor. He or she may have the information you
need, or may be able to refer the question to another appropriate source. There may,
however, be times when you prefer not to go to your supervisor. In these instances, you
should feel free to discuss your concern with the Corporate Responsibility Officer.

# Clarifying Questions and
Concerns; Reporting Possible Violations

If you encounter a situation or are
considering a course of action and its appropriateness is unclear, discuss the matter
promptly with your supervisor or the Corporate Responsibility Officer; even the appearance
of impropriety can be very damaging and should be avoided.

If you are aware of a suspected or
actual violation of Code standards by others, you have a responsibility to report it. You
are expected to promptly provide a compliance resource with a specific description of the
violation that you believe has occurred, including any information you have about the
persons involved and the time of the violation. Whether you choose to speak with your
supervisor or the Corporate Responsibility Officer, you should do so without fear of any
form of retaliation. We will take prompt disciplinary action against any employee who
retaliates against you, up to and including termination of employment.

Supervisors must promptly report any
complaints or observations of Code violations to the Corporate Responsibility Officer. The
Corporate Responsibility Officer will investigate all reported possible Code violations
promptly and with the highest degree of confidentiality that is possible under the
specific circumstances. Your cooperation in the investigation will be expected. As needed,
the Corporate Responsibility Officer will consult with the Board of Directors.

If the investigation indicates that a
violation of the Code has probably occurred, we will take such action as we believe to be
appropriate under the circumstances. If we determine that an employee is responsible for a
Code violation, he or she will be subject to disciplinary action up to, and including,
termination of employment and, in appropriate cases, civil action or referral for criminal
prosecution. Appropriate action may also be taken to deter any future Code violations.