Exhibit
14.1




ENTHEOS
TECHNOLOGIES, INC.




Code
of Corporate Governance And Ethics




This
Employee Code of Corporate Governance and Ethics applies to all employees,
officers and directors of Entheos Technologies, Inc, its subsidiaries and
affiliates (collectively, “Entheos” or the “Company.”




Entheos
is proud of its reputation for integrity and honesty and is committed to these
core values. Personal responsibility is at the core of the Company’s principles
and culture. Entheos’ reputation depends on you maintaining the highest
standards of conduct in all business endeavors. You have a personal
responsibility to protect this reputation, to "do the right thing," and to act
with honesty and integrity in all dealings with customers, business partners and
each other. You should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practice.




The
principles set forth in this document describe how you should conduct yourself.
This Code does not address
every expectation or condition regarding proper and ethical business
conduct. Good common sense is your best guide. It does not substitute for
Company policies and procedures. In every business-related endeavor, you must
follow the ethics and compliance principles set forth in this Code as well as
all other applicable corporate policies and procedures.




You are
accountable for reading, understanding and adhering to this Code. Further,
compliance with all laws, rules and regulations related to Company activities is
mandatory and your conduct must be such as to avoid even the appearance of
impropriety. Failure to so comply could result in disciplinary action, up to and
including termination of employment.




If you
are uncertain about what to do, refer to the relevant section of this Code. If
you are still unsure, speak with your supervisor or, if you prefer,  a
member of the Company’s Corporate Ethics and Compliance Committee, if
any.




In
the Workplace




Entheos
is committed to providing a diverse and inclusive work environment, free of all
forms of unlawful discrimination, including any type of harassment.




Respect




The
Company’s greatest strength lies in the talent and ability of its associates.
Since working in partnership is vital to Entheos’ continued success, mutual
respect must be the basis for all work relationships. Engaging in behavior that
ridicules, belittles, intimidates, threatens or demeans, affects productivity,
can negatively impact the Company’s reputation and may violate the law. You are
expected to treat others with the same respect and dignity that any reasonable
person may wish to receive, creating a work environment that is inclusive,
supportive and free of harassment and unlawful discrimination.


1




Equal
Employment Opportunity




The
talents and skills needed to conduct business successfully are not limited to
any particular group of people. Entheos has a long-standing commitment to a
meaningful policy  of equal employment opportunity. The Company’s
policy is to ensure equal employment and advancement opportunity for all
qualified individuals without distinction or discrimination because of race,
color, religion, gender, sexual orientation, gender identity, age, national
origin, disability, covered veteran status, marital status or any other unlawful
basis. As part of this commitment, Entheos will make reasonable accommodations
for applicants and qualified employees.




Sexual
Harassment and Other Discriminatory Harassment




Sexual
harassment and other discriminatory harassment are illegal and violate Company
policies. Actions or words of a sexual nature that harass or intimidate others
are prohibited. Similarly, actions or words that harass or intimidate based on
race, color, religion, gender, sexual orientation, gender identity, age,
national origin, disability, covered veteran status, marital status or any other
unlawful basis are also prohibited.




Corporate
Governance Certification Program




The
responsibility for maintaining the Company’s reputation for integrity and
compliance rests in large measure on associates who guide its operations and
others in particularly sensitive positions. The Corporate Governance
Certification Program is designed to have you affirm your compliance with the
standards contained in this Code and to help identify situations that may in
fact, or in appearance, involve conflicts of interest or other improper conduct.
If you are required to complete or update a Corporate Governance Certificate,
you must do so in a timely and forthright manner with accurate responses. Above
all, you must remember that any act that gives the appearance of being improper
can damage Entheos’ reputation and impair the public’s confidence in the
Company. All such acts must be avoided.




You must
acknowledge that you have read and understand this Employee Code of Corporate
Governance and Ethics.




Conflicts
of Interest




Company
policy prohibits conflicts of interest. A "conflict of interest" occurs when
your private interest interferes in any way with the interests of Entheos. In
addition to avoiding conflicts of interest, you should also avoid even the
appearance of a conflict. A conflict situation can arise when you or a member of
your family takes actions or has interests that may make it difficult for
you to perform your work for the Company objectively and effectively. A conflict
of interest can also arise when you or a member of your family receives improper
personal benefits as a result of your position at Entheos. Though it is
impossible to list every activity or situation that could present a problem,
certain of the more obvious ones are noted below.




Corporate
Opportunities




You owe a
duty to Entheos to advance its legitimate interests. You are prohibited from
competing with the Company and from using corporate property, information or
position for personal opportunities or gain. You may not use or offer for
use Entheos resources (time, technology, property or information) for
non-Entheos business.


2


Outside
Activities




Officer
or Director of Another Business




Officers
and employees may not serve as a director, officer, trustee, partner or in any
other principal position of another for-profit or publicly held organization or
company without the prior approval of Entheos’ Chief Executive Officer (or a
designee). Such requests for approval should be directed through the office of
the Chief Compliance Officer. You should obtain approval from Entheos’ Chief
Executive Officer (or a designee), before agreeing to serve on the board or in a
principal position of a trade or professional association or of a non-profit
organization. In any event, these outside activities must not impact in any way
your daily job responsibilities in your current position.




Second
Job




Your
first loyalty as an employee is to the Company. Because employment outside of
Entheos could interfere with your responsibilities to Entheos or be detrimental
to the Company, you are encouraged to discuss the situation with the Chief
Executive Officer or the Chairperson of the Corporate Ethics and Compliance
Committee.




Communication
of Conflicts




All
potential and actual conflicts of interest or material transactions or
relationships that reasonably could be expected to give rise to such a conflict
or the appearance of such a conflict must be disclosed. If you have any doubt
about whether a conflict of interest exists after consulting this Code, you
should seek assistance from the Corporate Ethics and Compliance
Committee.




Compliance
With Laws, Rules and Regulations




You are
required to comply fully with all laws, rules and regulations affecting
Entheos’s business and its conduct in business matters. Regarding international
operations, it is expected that the Company will comply with the laws of the
countries in which we operate. Where Company policy differs from local law or
custom, you should follow the more restrictive policy. Because the laws that are
applicable to the Company’s businesses are often very complex and penalties for
violations are severe, you should consult the Chief Executive Officer, who may
direct you to our legal counsel, if you have any questions or concerns. If you
suspect or become aware of a violation by an employee or the Company, it is your
responsibility to report this immediately. Certain key laws are listed
below.




Insider
Trading




It is
unlawful to buy or sell securities on the basis of material, non-public
information (whether such information is gained in the course of employment or
otherwise) for Company-owned or managed accounts, for personal accounts, or for
any accounts that associates may influence, including, but not limited to,
accounts of family members. This type of activity is known as "insider trading"
and is prohibited by securities laws and Company policy.




Information
may be material if
there is a substantial likelihood that the information would affect the price of
the security or that a reasonable investor would consider the information
significant in deciding whether to buy or sell a security. Information is
considered to be non-public if it has not been
disclosed to the public. Generally, information is considered disclosed to the
public if it has been published in newspapers or other media, has been the
subject of a press release or a public filing with the SEC and, in all cases, at
least 48 hours has passed since the publication, release or
filing.


3




Substantial
penalties may be assessed against people who trade while in possession of
material inside information and can also be imposed upon companies and so-called
controlling persons such as officers and directors, who fail to take appropriate
steps to prevent or detect insider trading violations by their employees or
subordinates. If you violate the Company’s insider trading policy, sanctions
imposed by law enforcement officials, as well as Company-imposed sanctions, up
to and including termination of employment, could result.




Antitrust




Antitrust
laws are designed to preserve and foster free and open competition and thereby
assure reasonable prices, efficient services and a productive economy. Any
activity that reduces or limits free and open competition is subject to
antitrust scrutiny. Deliberate or even accidental violations of these laws must
not occur. For example, the Company may not agree with competitors to fix prices
or terms of financial services, to designate pre-determined geographical areas
where each will do business or to boycott anyone.




Money
Laundering




Money
laundering involves an attempt to conceal the true source of funds and typically
takes one of two forms. There are transactions used to transform the proceeds
from illicit activities into funds with an apparently legal source and there are
transactions that take legitimate funds and funnel them through organizations to
fund illegitimate activities, such as terrorism. Money laundering often involves
complex financial transactions and encompasses many different types of financial
products and services.




Under the
existing money laundering laws of the U.S., it is a crime if you engage
knowingly in a financial transaction that involves proceeds from criminal
activities or is intended to promote illegal activity. Such knowledge includes
"willful blindness" to the legitimacy of the source of the funds. Severe
penalties, including substantial fines and even imprisonment, can be imposed on
companies and their associates for involvement in or failure to report actual or
even suspicious activities relating to money laundering.




Foreign
Corrupt Practices Act




The
Foreign Corrupt Practices Act (FCPA) prohibits the giving or offering of money
or anything of value, including gifts or services:




·
            directly
      or indirectly to a foreign official, a foreign political party or an
      official or candidate of that party, an officer or employee of the United
      Nations or other public international organization or a representative of
      any foreign official,




·
            for
      the purpose of influencing any act or decision by a foreign official, or
      for the purpose of persuading a foreign official to use the official’s
      influence to affect any act or decision of a foreign government or agency
      or public international organization, or for the purpose of securing any
      improper advantage, and




·
            to
      assist the Company in doing
business.




The FCPA
does not prohibit any of the following:




·
            payments
      of reasonable and bona fide expenses, such as travel and lodging, that are
      directly related to the promotion, demonstration or explanation of a
      product or service, so long as the payment is not for a corrupt
      purpose,


4




·
            payments
      that are legal under a foreign country’s written laws or regulations,
      and




·
            "facilitating"
      or "expediting" payments of small value to effect routine,
      non-discretionary governmental action (unrelated to the process of
      awarding business), such as obtaining visas, arranging for utility hookups
      or the like, where the practice is usual or customary in the country
      concerned.




While the
law allows certain payments to foreign officials to facilitate routine
government actions, determining what is a permissible "facilitating" payment
involves difficult legal judgments. Therefore, except for legally prescribed
fees and similar payments, no payment or gift may be made to a foreign official
related to business activities unless the transaction is approved in advance by
the General Counsel or a designee. You should make every effort to eliminate or
minimize such payments. If such payments are approved, they must be properly
recorded in the Company’s books and records.




Entheos
and its associates will not directly or indirectly engage in bribery, kickbacks,
payoffs or other corrupt business practices, in their relations with
governmental agencies or customers.




Boycotts




U.S.
antiboycott laws and regulations prohibit or severely restrict the Company from
participating in boycotts against countries friendly to the U.S. and require us
to report both legal and illegal boycott requests to the
government.




Financial
Management and Disclosure




The
Company’s goal and intention is to comply with the laws, rules and regulations
by which we are governed. In fact, we strive to comply not only with
requirements of the law but also with recognized compliance practices. All
illegal activities or illegal conduct are prohibited whether or not they are
specifically set forth in this Code. Where law does not govern a situation or
where the law is unclear or conflicting, you should discuss the situation with
the Chief Financial Officer or Chief Executive Officer and management should
seek advice from the Company’s General Counsel. Business should always be
conducted in a fair and forthright manner. Directors, officers and employees are
expected to act according to high ethical standards.





The
continuing excellence of the Company’s reputation depends upon our full and
complete disclosure of important information about the Company that is used in
the securities marketplace. Our financial and non- financial disclosures and
filings with the SEC must be transparent, accurate and timely. Proper reporting
of reliable, truthful and accurate information is a complex process involving
cooperation between many departments and disciplines. We must all work together
to insure that reliable, truthful and accurate information is disclosed to the
public. The Company must disclose to the SEC, current security holders and the
investing public information that is required, and any additional information
that may be necessary to ensure the required disclosures are not misleading or
inaccurate. The Company requires you to participate in the disclosure process,
which is overseen by the Chief Financial Officer and/or Chief Executive
Officer.





The
disclosure process is designed to record, process, summarize and report material
information as required by all applicable laws, rules and regulations.
Participation in the disclosure process is a requirement of a public company,
and full cooperation and participation by Chief Financial Officer, Chief
Executive Officer and, upon request, other employees in the disclosure process
is a requirement of this Code.





Officers
and employees must fully comply with their disclosure responsibilities in an
accurate and timely manner or be subject to discipline of up to and including
termination of employment.


5


Accounting
Standards




Entheos
maintains its accounting records and prepares its financial statements in
accordance with accounting principles generally accepted in the U.S. (GAAP) and
with statutory accounting principles, as promulgated by the Securities and
Exchange Commission and other regulating authorities. If you are aware or have
reason to believe that there are violations of either law or policy regarding
the Company’s financial records or operations, you are obligated to report such
information promptly.




Audits
and Outside Examinations




There may
be occasions when the operations of Entheos are subject to audit or examination.
These reviews may be conducted by the Company’s external auditor, state and
federal regulatory agencies. Both the law and Entheos policy require that you
cooperate fully with all appropriate requests for information, and prohibit
attempting to influence, interfere with or provide inaccurate information in
response to a legitimate audit or examination request. You may not fraudulently
influence, mislead, manipulate or coerce outside auditors if you know or you are
unreasonable in not knowing that by doing so you could render the financial
statements materially misleading or affect the auditors in other ways. If you
are contacted by an outside agency regarding a financial examination or audit,
you must immediately notify the Chief Executive Officer or the Chief Financial
Officer before responding. If the contact is initiated by a state or federal
agency you should contact the Corporate Ethics & Compliance
Committee.




Protection
and Proper Use of Company Assets




Safeguarding
and appropriately using Company assets, whether those assets take the form of
paper files, electronic data, computer resources, trademarks or otherwise, is
critical.




Confidentiality




Entheos
is committed to preserving customer and employee trust. All information, whether
it is business, customer or employee-related, must be treated in a confidential
manner, and disclosing it is limited to those people who have an appropriate
business or legal reason to have access to the information. You need to take
special precautions when transmitting information via e-mail, fax, the Internet
or other media. Remember to treat all such communications as if they were public
documents and printed on letterhead.




In
addition, Company meetings are confidential. You may not use audio or video
equipment to record these meetings without the specific prior authorization of
the head of your department.




Technology




Safeguarding
computer resources is critical because the Company relies on technology to
conduct daily business. Software is provided to enable you to perform your job
and is covered by federal copyright laws. You cannot duplicate, distribute or
lend software to anyone unless permitted by the license agreement.




Entheos
provides electronic mail (e-mail) and Internet access to assist and facilitate
business communications. All information stored, transmitted, received, or
contained in these systems is the Company’s sole property and is subject to its
review at any time. All e-mail and Internet use must be consistent with
Entheos’s policies, practices and commitment to ensuring a work environment
where all persons are treated with respect and dignity. Because these systems
provide access to a worldwide audience, you should act at all times as if you
are representing Entheos to the public, and should preserve Entheos’s system
security and protect its name and trademarks. You must act responsibly and
adhere to all laws and Company policies when using e-mail or the
Internet.


6




You must
use your computer appropriately in accordance with Company standards and be sure
to secure both the computer and all data from loss, damage or unauthorized
access.




Intellectual
Property: Patents, Copyrights And Trademarks





Except as
otherwise agreed to in writing between the Company and an officer or employee,
all intellectual property you conceive or develop during the course of your
employment shall be the sole property of the Company. The term intellectual
property includes any invention, discovery, concept, idea, or writing whether
protectable or not by any United States or foreign copyright, trademark, patent,
or common law including, but not limited to designs, materials, compositions of
matter, machines, manufactures, processes, improvements, data, computer
software, writings, formula, techniques, know-how, methods, as well as
improvements thereof or know-how related thereto concerning any past, present,
or prospective activities of the Company. Officers and employees must promptly
disclose in writing to the Company any intellectual property developed or
conceived either solely or with others during the course of your employment and
must render any and all aid and assistance, at our expense to secure the
appropriate patent, copyright, or trademark protection for such intellectual
property.





Works of
authorship including literary works such as books, articles, and computer
programs; musical works, including any accompanying words; dramatic works,
including any accompanying music; pantomimes and choreographic works; pictorial,
graphic, and sculptural works; motion pictures and other audiovisual works;
sound recordings; and architectural works are protected by United States and
foreign copyright law as soon as they are reduced to a tangible medium
perceptible by humans with or without the aid of a machine. A work does NOT have
to bear a copyright notice in order to be protected and without the copyright
owner’s permission, no one may make copies of the work, create derivative works,
distribute the work, perform the work publicly, or display the work
publicly.





Copyright
laws may protect items posted on a website. Unless a website grants permission
to download the Internet content you generally only have the legal right to view
the content. If you do not have permission to download and distribute specific
website content you should contact the Company’s General Counsel. If you are
unclear as to the application of this Intellectual Property Policy, or if
questions arise, please consult with the Company’s General Counsel.




Additional
Matters Pertaining to Directors




Annex A
hereto, which is incorporated herein by reference, applies to the Company’s
directors.




Administration




Reporting
of Any Illegal or Unethical Behavior; Points of Contact




If you
are aware of any illegal or unethical behavior or if you believe that an
applicable law, rule or regulation or this Code has been violated, the matter
must be promptly reported to the Chief Executive Officer, the Chief Financial
Officer or the Corporate Ethics & Compliance Committee. In addition, if you
have a concern about the Company’s accounting practices, internal controls or
auditing matters, you should report your concerns to these same persons or
entities. If you have questions about anything in this Code or if you believe
Entheos or an associate is violating the law or Company policy or engaging in
conduct that appears unethical you may contact anyone of the foregoing
entities.  You should take care to report violations to a person who
you believe is not involved in the alleged violation. All reports of alleged
violations will be promptly investigated and, if appropriate, remedied, and if
legally required, immediately reported to the proper governmental
authority.


7




You will
be expected to cooperate in assuring that violations of this Code are promptly
addressed. Entheos has a policy of protecting the confidentiality of those
making reports of possible misconduct to the maximum extent permitted by law.
In no event will there be any
any retaliation against someone for reporting an activity that he or she in good
faith believes to be a violation of any law, rule, regulation, internal policy
or this Code. Any supervisor intimidating or imposing sanctions on
someone for reporting a matter will be subject to discipline up to and including
termination.




You
should know that it is unlawful to retaliate against a person, including with
respect to their employment, for providing truthful information to a law
enforcement officer relating to the possible commission of any federal offense.
Employees who allege that they have been retaliated against for providing
information to a federal agency, Congress or a person with supervisory authority
over the employee about suspected fraud may file a complaint with the Department
of Labor, or in federal court if the Department of Labor does not take
action.




Responding
to Improper Conduct




This Code
will be enforced on a uniform basis for everyone without regard to his or her
position. Violators of this Code will be subject to disciplinary action.
Supervisors and managers of a disciplined employee or an employee reporting a
violation may also be subject to disciplinary action for failure to properly
oversee an employee’s conduct, or for retaliation against an employee who
reports a violation.




The
response will depend upon a number of factors including whether the improper
behavior involved illegal conduct. Disciplinary action may include, but is not
limited to, reprimands and warnings, probation, suspension, demotion,
reassignment, reduction in compensation or termination. In any disciplinary
action arising from violations of this Code, prior truthful disclosure, or the
failure to fully disclose the issue and all pertinent information with respect
to the issue, will weigh heavily in the disposition of the matter. Certain
actions and omissions prohibited by the Code might also be unlawful and could
lead to individual criminal prosecution and, upon conviction, to fines and
imprisonment.




Waivers
of or exceptions to this Code will be granted only under exceptional
circumstances. There shall be no amendment or modification to this Code except
by a vote of the Board of Directors or a designated board committee that will
ascertain whether an amendment or modification is appropriate. In case of any
amendment or modification of this Code that applies to an officer or director of
the Company, the amendment or modification shall be made publicly
available.


8


ACKNOWLEDGMENT


OF




Receipt Of Code of
Corporate Governance And Ethics





I
have received and read the Company's Code of Corporate Governance and Ethics
(including to the extent applicable, Annex A thereto). I understand the
standards and policies contained in the Company Code of Corporate Governance and
Ethics and understand that there may be additional policies or laws specific to
my job. I further agree to comply with the Company Code of Corporate Governance
and Ethics. If I have questions concerning the meaning or application of the
Company Code of Corporate Governance and Ethics, any Company policies, or the
legal and regulatory requirements applicable to my job, I know I can consult the
Chief Executive Officer, Chief Financial Officer or a member of the Corporate
Ethics & Compliance Committee, if any, knowing that my questions or reports
to these sources will be maintained in confidence.








Signature:
                                          
                                          
                                          Date:Name
      (print):
                                          
                                          
                                          Position:Address:


9


Annex
A


To




ENTHEOS
TECHNOLOGIES, INC.




Amended
and Restated Code of Corporate Governance And Ethics




Provisions
Related to Directors






1.
Responsibilities and
Functions of Board of Directors




The Board
of Directors, elected each year by the Company’s stockholders at an annual
meeting of stockholders, fosters and encourages an environment of strong
disclosure controls and procedures, including internal controls, financial
accountability, high ethical standards and compliance with applicable policies,
laws and regulations. The primary responsibility of members of the Company's
Board of Directors is to uphold the best interests of the Company and its
stockholders as a whole by overseeing the management of the Company's business
and affairs. While the Board may call special meetings in order to address
specific needs of the Company from time to time, it is generally expected that
the Board of Directors will meet at regular intervals and are expected to hold
approximately four meetings or more per fiscal year during which the Board will
perform a number of specific functions, including but not limited
to:




a.
            Reviewing
      and discussing the performance of the Company, as well as any immediate
      issues facing the company;


b.
            Reviewing,
      approving and monitoring fundamental financial and business strategies and
      major corporate actions;


c.
            Ensuring
      processes are in place for maintaining the integrity of its financial
      statements, the integrity of compliance with law and ethics
      and


d.
            Assessing
      and reviewing major risks facing the Company and planning options, if any,
      for their mitigation.




Board
members are encouraged to suggest the inclusion of item(s) for the agenda for
each quarterly meeting of the Board of Directors in consultation with each other
and senior management of the Company. It is expected that each Director will
make every effort to attend each Board meeting. While attendance in person is
preferred, attendance by teleconference is permitted if necessary under the
circumstances. The proceedings and deliberations of the Board are confidential.
Each Director will maintain the confidentiality of information received in
connection with his or her service as a Director.




2.
Board Access to
Management




At all
times, Board members shall be able to freely access Company management without
hindrance or undue delay while ensuring that such contact is not distracting to
the business operations of the Company and that such contact, if in writing, is
copied to the Chairman and Chief Executive Officer. In addition, management may
be invited to attend Board meetings, during which time management may brief the
Board on items of particular interest and/or concern. Senior management is
encouraged to offer presentations at such meetings by individuals who can
provide additional insight into items being considered or who may have potential
for greater responsibility and should be given exposure to the
Board.


10




3.
Board Access to
Independent/Outside Advisors




As may be
required by applicable law or rule, the Board of Directors has the authority,
when it should be deemed necessary to carry out its duties, to retain
independent legal, financial or other advisors and to approve each such
advisor's fees and other retention terms at the expense of the
Company.




4.
Size of
Board




The
Company's Bylaws provides that the number of Directors shall be fixed from time
to time by the Board of Directors, but in no event shall be less than the
minimum required by law. The Board should be large enough to maintain the
Company’s required expertise but not too large to function efficiently. At this
time, the Board of Directors believes that the optimal number of Board members
is five (5), while recognizing and allowing however, for changing circumstances
that may warrant a higher or lower number from time to time.




5.
Ethics and Conflicts
of Interest of the Board




All
Directors, as well as officers and employees, are expected to act ethically at
all times and to acknowledge their adherence to the policies comprising the
Company's Code of Ethics. At any time that a Board member develops an actual or
potential conflict of interest with the Company, the conflict should be reported
without delay to the Chairman of the Board and Chief Executive Officer. In the
event that a conflict of interest cannot be effectively resolved, the Board
member shall resign. Should a member of the Board or any member of his or her
immediate family have a matter before the Board in which they have a personal
interest, then this interest and the material facts and relationships relating
thereto must be disclosed promptly. Furthermore, if a Board member becomes aware
of a business opportunity that could be of potential benefit to the Company,
then he or she must first introduce this opportunity to the Board of Directors
for consideration and not endeavor to profit personally from the opportunity
unless the Company declines to pursue it.




6.
Criteria and Selection
of Board Membership




The Board
of Directors is responsible to the Company’s stockholders for identifying and
recommending the most qualified Director candidates to fill newly created
directorship positions and vacancies and further recommend these candidates for
election by stockholders. Directors should possess the highest personal and
professional ethics, responsibility, fairness, integrity and values and be
committed to representing the long-term interests of the Company’s stockholders.
They must also have an inquisitive and objective perspective, practical wisdom
and mature judgment. The Company’s general counsel or its Chief Financial
Officer shall be responsible for providing an orientation for all new Directors
and for periodically providing materials or briefing sessions on subjects that
would assist Directors in discharging their duties. Each new Director shall,
within six weeks of election to the Board, spend a reasonable amount of time at
corporate headquarters for an in-depth overview of the Company's strategic
plans, its financial statements and key policies and practices. Directors must
be willing to devote sufficient time to carrying out their duties and
responsibilities effectively and should be committed to serve on the Board for
an extended period of time. Directors should offer their resignation in the
event of any significant change in their personal circumstances, including a
change in their principal job responsibilities or in the event that a conflict
of interest cannot be effectively resolved.




7.
Term Limits for Board
Members




There is
no time term-limit for service to the Board, nor does the Board believe that a
term limit should be established. By abstaining from term limits, the Company
believes it can successfully retain Board members who, over time, have been able
to garner industry knowledge and are intimate with the Company’s operations.
Such Directors are able to significantly contribute to the Board’s function
since they have helped to foster the Company’s corporate vision and better
understand industry trends.


11




8.
Outside Board
Directorships




Directors
must be willing to devote sufficient time to carrying out their duties and
responsibilities effectively. Since service to the Company’s Board of Directors
may require significant time and responsibility commitments, although not
mandatory, Board members are encouraged to limit the number of public company
boards that they may concurrently serve on to four. Board members shall notify
the Chairman and Chief Executive Officer of any and/or all other public company
boards on which they may serve or to which they have received an invitation to
serve prior to accepting such positions.




9.
Board Performance
Assessment and Review




Meaningful
Board evaluation may require a self-assessment of the effectiveness of the full
Board and individual Directors. Accordingly, the Board shall perform an annual
self-evaluation through its Directors. This review may require establishing
protocols and procedures for evaluation of individual Board members in order to
ensure that each sitting member brings expertise that is relevant to the
Company’s needs at that time and that the skills and contributions of the
Directors are conducive to the Board’s function as a group. While individual
Board member review may be of value, the purpose of this evaluation is to
increase the effectiveness of the Board, not to focus on the performance of
individual Board members.




10.
Stock Option Grants
and Cash Compensation




Directors,
Officers, employees of and consultants to the Company, selected by the Board of
Directors may be eligible to receive stock grants in accordance with the terms
of the Company’s Incentive Stock Compensation Plan, as in effect from time to
time. The grant may be in the form of a stock award, restricted stock purchase
offer, incentive stock option or a non-statutory option. The Board of Directors
designates the times at which the grant will be made, the type and number of
options (and the number of shares subject to those options) or stock awards to
be granted. In addition Board members may be eligible for cash compensation in
accordance with the Company’s compensation guidelines. All Board members will be
reimbursed for travel and related meeting attendance expenses.




11.
Prohibition on
Personal Loans




The
Company and the Board of Directors will not engage in offering or making
available credit or loan arrangements to any member of the Board or the
Company’s executive management.






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