**Exhibit 14**

 

**CODE OF ETHICS AND CONDUCT****FORPRIMARY BUSINESS SYSTEMS, INC.**

 

Adopted by theBoard of Directors of Primary Business Systems, Inc., a Nevada corporation(“Primary”), on March 1, 2004.

 

PrimaryBusiness Systems, Inc.  and itssubsidiaries are committed to fostering an environment throughout ourorganization that supports and reinforces our commitment to the highest ethicalstandards.  Each of us has a singularduty to Primary to engage in business conduct consistent with the highestlegal, moral and ethical standards.  Tothat end, we have adopted this Code of Ethics. This Code of Ethics applies to our Board of Directors, executiveofficers and employees alike.  Anywaiver of the Code for directors or executive officers must be approved byPrimary’s Board of Directors and will be promptly disclosed to ourshareholders.

 

We makebusiness decisions every day at all levels of our organization.  We are accountable for making good decisionsand for the outcomes those decisions produce. This Code of Ethics establishes guidelines and standards for how weconduct business and make business decisions. We apply these guidelines and standards in both letter and spirit.  Where the letter of the Code is notspecific, the spirit of the Code will prevail. Experience and good business judgment must be applied when following theCode.  By the same token, the Code isnot a substitute for legal advice and cannot cover all possiblesituations.  If you have any questionsconcerning the Code of Ethics or its application in a particular instance, youshould consult with a member of senior management or our outside legal counsel.

 

The Code’sguidelines and standards are intended to provide a foundation that will helpus:

 

•              maintaina strong ethical climate;

•              provideclear channels of communication for employees and clients; and

•              promoteethical decision making at all levels within the organization.

 

Each Primary employee mustabide by our Code of Ethics.  Adherenceto the Code of Ethics is a condition of employment.  Violators are subject to disciplinary action, up to and includingdismissal from the Company for cause and criminal prosecution.

 

**1.****                                      Introductionto and Administration of the PRIMARY Code of Ethics and Conduct**

 

*1.1          Introduction*.  Primary has adopted this Code of Ethics andConduct (the “Code”) to advise all PRIMARY Employees of the ethical and legalstandards that we expect you to observe when dealing with PRIMARY, your PRIMARYcolleagues, our customers and our vendors. When you encounter ethical or legal issues where you are not certainabout the correct course of action, you should apply the principles describedin this Code as guideposts in deciding how to proceed. We have adopted thisCode to give you guidance for resolving these questions.  When you are in doubt about the correct orbest course of action, you should always consider consulting your manager orour Chief Financial Officer or Human Resources director for guidance.   PRIMARY expects all PRIMARY Employees toadhere to this Code and to comply with all legal requirements.  Accordingly, we have established a procedurefor reporting suspected violations of the Code. Any violations of the Code mayresult in disciplinary action, including termination of employment. Thesematters are described in more detail below. Throughout this Code, we use the terms “PRIMARY Employees”, “you” and“your” to refer to all PRIMARY employees, directors and independentcontractors, and the terms “PRIMARY”, the “company”, “we” and “our” to refer toPRIMARY and its subsidiaries.

 

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*1.2**                               Administration*

 

1.2.1        Ongoing Review of Compliance.  We require all PRIMARY Employees to complywith this Code. Upon your receipt of this Code, and also from time to time aswe deem to be necessary, we may require you to sign an acknowledgment that youhave read and understood this Code and agree to comply with itsprovisions.  We reserve the right tomonitor the ongoing compliance by any or all PRIMARY Employees with this Codeand to investigate any suspected violations. If substantiated, these violationscould result in disciplinary action, including immediate termination ofemployment.

 

1.2.2        Reporting of Suspected Violations.  All PRIMARY Employees are to reportinformation about suspected violations of this Code by any other PRIMARYEmployee, regardless of the identity or position of the person who is thesubject of such report, to the attention of our Chief Financial Officer, HumanResources director or the Board of Directors. If you suspect improper accounting or auditing matters, you should bringsuch information to the attention of our Chief Financial Officer or a member ofour Board or Audit Committee of our Board (if the Board has established such acommittee). To contact our Board or Audit Committee or to submit a report tothem, please contact our Chairman.  With respect to any suspected violation, you may make an anonymousreport through the Assistant to the President.

 

PRIMARY willtreat all information in a confidential manner and will not take any acts ofretribution or retaliation against any PRIMARY Employee for making areport.   As the failure to reportwrongful conduct may be interpreted as condoning such actions, the failure to reportknowledge of wrongdoing may result in disciplinary action against any PRIMARYEmployee who fails to report.

 

1.2.3        Non-Retaliation.  Retaliation in any form against a PRIMARYEmployee who reports a violation of this Code (even if the report is mistakenbut was submitted in good faith) or who assists in the investigation of areported violation is a serious violation of this Code.  Acts of retaliation should be reportedimmediately and may result in severe disciplinary action.

 

1.2.4        Investigation of Suspected Violations.  Suspected violations will be investigatedunder the supervision of our Chief Financial Officer, Human Resources directoror Board (or Audit Committee, if established) as  deemed appropriate.  AllPRIMARY Employee’s are expected to cooperate in the investigation of reported violations.  In order to protect the privacy of  persons involved in investigations, personsinvestigating a suspected violation will use their best efforts to keepconfidential, the identity of anyone reporting a suspected violation orparticipating in an investigation, unless disclosure is required by law or isotherwise in the company’s best interests. Persons involved in an investigation are obliged to act in the bestinterests of PRIMARY as a company and not on behalf of any PRIMARY Employee,including executive officers.  Our Boardof Directors has ultimate responsibility for final interpretation of this Codeand for determining whether any violations of this Code have occurred.

 

1.2.5        Disciplinary Action.  If we determine, in our good faithdiscretion, that any PRIMARY Employee has violated any provision of this Code,such PRIMARY Employee may be subject to disciplinary action, includingtermination of  employment, withoutprior warning.

 

1.2.6        Amendments to this Code; Disclaimers.  This Code may be revised, changed or amendedat any time by our Board of Directors or its Audit Committee. Following anymaterial revisions or updates, an amended version of this Code will bedistributed to you, and will immediately supercede the prior version of thisCode.  We may ask you to sign anacknowledgment confirming that you have read and understood the revised versionof the Code, and that you agree to comply with its provisions.  This Code reflects general principles toassist PRIMARY Employees in making ethical decisions and cannot, and is notintended to, address every specific situation in which we may find itappropriate to take disciplinary action. This Code is not intended to createany contract (express or implied) with you, including without limitation any employmentcontract, and is not a promise that your employment will be not terminatedexcept for cause.

 

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1.2.7        Special Provisions Applicable toPRIMARY Employees with Financial Reporting Obligations. Given the importantposition of trust and authority that they occupy, our Chief Executive Officer,Chief Financial Officer, the heads of our subsidiaries and operating divisionsand PRIMARY Employees involved in the Company’s financial reporting function(collectively, the “Financial Reporting Personnel”) should use the utmost ofdiscretion and caution in interpreting and applying this Code. In the eventthat any Financial Reporting Personnel wishes to engage in a proposed actionthat is not consistent with the Code, such person must obtain a waiver of therelevant Code provisions in advance from our Board or Audit Committee (if soestablished).  U.S. federal law requiresPRIMARY to make public disclosure of our Financial Reporting Personnel’scompliance with the Code. Therefore, we will publicly report on a CurrentReport on Form 8-K any waivers of any provision of the Code granted by ourBoard of Directors (or Audit Committee) to any Financial ReportingPersonnel.  Similarly, violations of theCode by our Financial Reporting Personnel may also be immediately reported onForm 8-K.  Additional provisions of thisCode pertaining solely to Financial Reporting Personnel are set forth inSection 5.

 

**2.****                                      Conflictsof Interest**

 

*2.1          Generally..*  All PRIMARYEmployees have a duty of loyalty to act in the best interests of thecompany.  The business decisions andactions of PRIMARY Employees must never be influenced by personalconsiderations or personal relationships. PRIMARY Employees should avoid any relationship or activity that mightimpair, or appear to impair, their ability to make objective and fair businessdecisions.  Generally, a conflict ofinterest arises whenever your personal interests diverge from yourresponsibilities to PRIMARY or from PRIMARY’s best interests. For example, aconflict of interest may occur when family members or close personal friendsare involved in business relationships with you, either inside or outside thecompany.  Other examples of potential conflictsof interest include, but are not limited to:

 

•                                          employmentby an actual or potential competitor, customer, vendor or regulator while youare employed by PRIMARY;

•                                          acceptanceof gifts, payments, products or anything of value from anyone seeking to dobusiness with PRIMARY;

•                                          placementof PRIMARY business with an entity in which you or a family member has afinancial interest;

•                                          Appropriatingor diverting to yourself or others any business opportunity or idea in whichPRIMARY might have an interest; and

•                                          asignificant ownership interest in a PRIMARY competitor.

 

In suchsituations, or where even the appearance of a conflict of interest may exist,seek guidance from your manager or our Chief Financial Officer.

 

*2.2          Useof Company Assets. *Youare responsible for the proper use of PRIMARY’s assets and property, as well asits proprietary information. Our offices, equipment, supplies and otherresources may not be used for activities which are not related to youremployment with PRIMARY, except for any activities that have been approved in writingin advance by us, or for personal usage that is minor in amount and reasonable.If you are found to be engaging in, or attempting, theft of any PRIMARYproperty, including without limitation, documents, equipment, intellectualproperty, personal property of other employees, you may be subject to immediatetermination of your employment and we reserve the right to refer the matter forcriminal proceedings. We expect you to report any theft or attempted theft toyour manager or our Chief Financial Officer director.

 

Proprietarymarks, slogans, logos or other devices used to identify PRIMARY and itsproprietary products and technologies are important and valuable assets whichrequire discretion in their use. You may not negotiate or enter into anyagreement concerning PRIMARY’s trademarks, service marks or logos without firstconsulting an authorized officer of the Company.  We also respect the intellectual property rights of others, and

 

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any proposed name of a newproduct or offering intended to be sold or provided to customers should besubmitted to the appropriate authorized officer for clearance prior to itsadoption and use. Similarly, using the trademark or service mark of anothercompany for marketing purposes (even one with whom PRIMARY has a businessrelationship), requires clearance or approval. You must avoid the unauthorizeduse of copyrighted or patented materials of others and should ask an authorizedofficer if you have any questions regarding the permissibility of photocopying,excerpting, electronically copying or otherwise using copyrighted or patentedmaterials. All copies of work that is authorized to be made available forultimate distribution to the public should bear the prescribed form ofcopyright notice.

 

*2.3          Gifts,Gratuities and Entertainment*.  You may not offer money, gifts or otheritems or products of value to customers or potential customers for the purposeof securing a contract or obtaining favorable treatment. Business-connectedfavors or gifts may not be extended to customers or vendors (current orprospective), unless they (a) are consistent with customary business practices;(b) do not have substantial monetary value and would not be viewed as improperby others; and (c) do not violate applicable laws or regulations.   Business entertainment in the form of mealsand beverages or other entertainment may be offered only if these activitiesand related expenses are modest and infrequent.

 

You shoulddecline any gift, favor, entertainment or anything else of value from currentor prospective customers, vendors or contractors or their representativesexcept for (a) gifts that do not have substantial monetary value given atholidays or other special occasions and (b) reasonable entertainment at lunch,dinner or business meetings where the return of the expenditure on a reciprocalbasis is likely to occur and would be properly chargeable as a businessexpense.  Other routine entertainmentthat is business-related such as sports outings or cultural events isacceptable under this policy only if reasonable, customary and notexcessive.  If you question thepropriety of any gift, consult with your manager or our Chief FinancialOfficer.

 

**3.             Lawsand Regulations**

 

*3.1          Generally*.   All PRIMARY Employees are to comply withall applicable local, state and federal laws and regulations, both domestic andinternational, and refrain from illegal, dishonest or unethical conduct.Although laws and regulations may sometimes be difficult to interpret, weexpect you to make a good-faith effort to follow both the letter and the spiritof the law.  You must consult yourmanager or our Chief Financial Officer if you are uncertain as to whether aspecific act or omission is legal.  Inaddition, all PRIMARY Employees are to comply with all applicable PRIMARYpolicies and procedures.  This includes,but is not limited to, our policies on equal opportunity, harassment, drug-freeworkplace, computer usage and information technology, data protection, expensereimbursement and travel, as well as our internal financial controls andprocedures. We may modify or update these policies and procedures in thefuture, and adopt new company policies and procedures from time to time. Youmust ensure that you remain aware of all such changes to these policies.  You are also expected to observe the termsof any Non-Disclosure, Non-Solicitation or Non-Compete Agreement, EmploymentAgreement or other similar agreement that applies to you. If you previouslysigned one of these agreements with PRIMARY, it remains in full force andeffect.

 

*3.2          Bribes*.  Bribery is illegal and subject to criminalpenalties. You may not give any bribes, kickbacks or other similarconsiderations to any person or organization to attract business.  All decisions regarding the purchasing ofmaterials, supplies, products and services must be made on the basis ofcompetitive price, quality and performance, and in a way that preservesPRIMARY’s integrity.  Fees, commissionsor other amounts paid to outside consultants, agents or other third partiesmust be fully disclosed to our Chief Financial Officer or Controller, and mustbe legal, proper and reasonable.

 

*3.3          InternationalOperations.* You are expected to comply with the legal requirements and ethical standardsof each country in which you conduct PRIMARY business, as well as with all U.S.laws applicable in other countries. The U.S. Foreign Corrupt Practices Act(FCPA) applies to business transactions both inside the United States and inother countries. Its requirements relate to accurate and complete financialrecording, transactions

 

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with foreign governmentofficials and restrictions on the use of funds for unlawful or improperpurposes. The FCPA makes illegal any corrupt offer, payment, promise to pay, orauthorization to pay any money, gift, or anything of value to any foreignofficial, or any foreign political party, candidate or official, for thepurpose of:

 

•                                                                                          Influencingany act, or failure to act, in the official capacity of that foreign officialor party; or

•                                                                                          Inducingthe foreign official or party to use influence to affect a decision of aforeign government or agency, in order to obtain or retain business for anyone,or direct business to anyone.

 

Becauseviolation of the FCPA can bring severe penalties, including criminal fines forthe company and individuals and jail terms, it is essential that you becomefamiliar with the FCPA’s requirements if you are living or working in a foreigncountry.   Other statutes that mayaffect our international operations include, but are not limited to, theAnti-Bribery and Fair Competition Act and the Export Administration Act. Allsupervisory personnel are expected to monitor continued compliance with theselaws to ensure our compliance.  If youhave any questions regarding these legal requirements, please contact yourmanager or our Chief Financial Officer.

 

*3.4          PoliticalActivity.*  Youshould not make political contributions in a way that might appear to be anendorsement or contribution by PRIMARY. We will not reimburse you for politicalcontributions under any circumstances.

 

*3.5          AntitrustConsiderations*. Antitrust laws prohibit agreements or actions that restrain trade orreduce competition.  Violation ofantitrust laws can result in severe civil and criminal penalties, includingimprisonment for individuals, and PRIMARY can be subjected to substantial finesand monetary awards.  PRIMARY as acompany avoids conduct that may even appear to be questionable under antitrustlaws and expects all PRIMARY Employees to carry out company business consistentwith this policy.  In all contacts withour competitors, you are expected to avoid discussing prices, costs,competition, market share, marketing plans or studies, and any otherproprietary or confidential information. Examples of agreements or arrangements with competitors which shouldtherefore be avoided include: (a) Agreements that affect the price or otherterms or conditions of sale; (b) Agreements regarding the customer to whomPRIMARY will, or will not, sell its products; (c) Agreements to refuse to buyfrom particular vendors; and (d) Agreements that limit the types of productswhich PRIMARY will provide.  Furthermore,PRIMARY cannot coerce customers into complying with restrictivearrangements.  Therefore, you should notnegotiate agreements with customers without the approval of an authorizedcompany officer which (a) require or prohibit customers from purchasing all oftheir requirements from PRIMARY or other companies or (b) require customers tobuy one PRIMARY product as a condition of obtaining another.  In all cases where there is question ordoubt about a particular activity or practice, PRIMARY Employees shouldpromptly contact our Chief Financial Officer or the Human Resources director.

 

*3.6          SecuritiesLaws and Insider Trading.*   PRIMARY is a publicly-traded company - meaning that oursecurities are sold in the public marketplace. We files reports with the Securities and Exchange Commission.  As an employee of PRIMARY you are subject toPRIMARY’s policy against insider trading. Simply stated, material, non-public information is not to be used forpersonal gain, and you should not trade in PRIMARY stock when you possess suchinformation.  If you have any questionregarding whether it is appropriate to engage in any transaction, contact theChief Financial Officer.

 

The U.S.securities laws forbid an investor from purchasing or selling securities basedupon “inside” information not available to the other party. The consequences ofinsider trading violations can be severe. PRIMARY Employees who trade on insideinformation, or who communicate (or “tip”) this information to others so thatthey may trade, may face substantial civil penalties, criminal fines andimprisonment. Additionally, PRIMARY may also face severe legal consequences,including, among other things, substantial criminal penalties.

 

PRIMARYEmployees who have material, nonpublic (i.e., “inside”) information about thecompany

 

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should not buy or sell PRIMARYsecurities until a reasonable time after the inside information has beenpublicly disclosed. You also should not disclose inside information to othersoutside PRIMARY until a reasonable time after the information has been publiclydisclosed. In addition, it is never appropriate for you to advise others to buyor sell PRIMARY securities.  We furtherbelieve that it is highly inappropriate for any PRIMARY person to “sell short”PRIMARY stock or engage in other transactions where the person will earn aprofit based on a decline in PRIMARY’s stock price.   These rules also apply to the use of material, nonpublicinformation about other companies (including, for example, our customers,competitors and potential business partners). In addition to you, these rulesapply to your spouse, children, parents and siblings, as well as any otherfamily members living with you in your household.

 

*3.7          GovernmentContracting.* PRIMARY frequently does business with federal, state or localgovernment agencies in the United States and in other countries. All PRIMARYEmployees engaged in business with these government entities must comply withspecific rules and regulations concerning relations with these entities.  Important considerations for doing businesswith government entities include:

 

•                                                                                          Notoffering or accepting kickbacks, bribes, gifts, or anything else of value withthe intent of obtaining favorable treatment from the recipient (note that agift that is customary in the private sector may be impermissible to agovernment entity); and

•                                                                                          Notimproperly soliciting or obtaining confidential information, such as sealedcompetitors’ bids, from government officials prior to the award of a contract.

 

*3.8          Retentionof Documents*. Certain documents and records must be retained for specific periods oftime to comply with legal and regulatory requirements or contractualobligations.  You are to comply with alldocument retention requirements applicable to your work. If you are uncertainwhether the documents or records you are handling are subject to theserequirements, please consult with your manager or our Chief FinancialOfficer.   If at any time you becomeaware that any document or record may be required to be disclosed in connectionwith a lawsuit or government investigation, you must preserve all possiblyrelevant documents. This means that you must immediately cease disposing of oraltering all potentially relevant  documents,even if that activity is ordinary or routine. If you are uncertain whether documents or records under your controlshould be preserved because they might relate to a lawsuit or investigation,you should contact your manager or our Chief Financial Officer.

 

**4.**                                      **Confidentiality**

 

*4.1          PRIMARYConfidential Information.*  You will often have access to information that is confidentialand proprietary to PRIMARY, has not been made public and constitutes tradesecrets or proprietary information. Protection of this information is criticalto our success.  Your obligations withrespect to our confidential trade secrets and proprietary information are:

 

•                                                                                          Notto disclose the information outside of PRIMARY;

•                                                                                          Notto use the information for any purpose except to benefit PRIMARY’s business;and

•                                                                                          Notto disclose the information within PRIMARY, except to other PRIMARY Employeeswho need to know, or use, the information and are aware that it constitutes atrade secret or proprietary information.

 

Theseobligations continue even after you leave PRIMARY.  If you have previously signed a Non-Disclosure Agreement,Employment Agreement or other similar agreement that governs your obligationswith respect to our information, you must also follow such agreements.  Any documents, papers or records thatcontain trade secrets or proprietary information are our property, and mustremain at the company.  Our confidentialtrade secrets and proprietary information may include, information regardingour operations, business plans, customers, strategies, trade secrets, finances,assets, technology, data or other information that reveals the processes,methodologies, technology or “know how” by which our existing or futureproducts,

 

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services or methods ofoperation are developed or conducted.

 

*4.2          ConfidentialInformation of Third Parties.* In the normal course of business, you willacquire information about others, including customers, vendors andcompetitors.  We properly gather thiskind of information for such purposes as evaluating customers’ business needs,determining requirements and evaluating vendors. We also collect information oncompetitors from a variety of legitimate sources to evaluate the relativemerits of our products and marketing methods. You may not use information obtained from our customers or vendors inany way that harms them or violates contractual obligations to them. Whenworking with sensitive information about customers or vendors, you should usethat information only for the purposes for which it was disclosed to you andmake it available only to other PRIMARY Employees with a legitimate “need toknow”.

 

*4.3          InadvertentDisclosure.*  Inorder to avoid the inadvertent disclosure of any confidential information, youshould never discuss with any unauthorized person (whether or not a PRIMARYEmployee) any information that PRIMARY considers confidential or which we havenot made public. You should also not discuss this information with familymembers or with friends, as they may unintentionally pass the information on tosomeone else.

 

*4.4          Contactswith Reporters, Analysts and Other Media.*  Because of the importance of the legalrequirements regarding disclosure of certain information to our investors, wemust ensure the accuracy of any information regarding our business, financialcondition or operating results that is released to the public.  As a result, you should not discuss internalPRIMARY matters with anyone outside of PRIMARY, except as clearly required inthe performance of your job duties. This prohibition applies particularly toinquiries about PRIMARY made by the news media, securities analysts andinvestors. All responses to these inquiries must be made only by thefollowing  authorized persons: our ChiefExecutive Officer, Chief Financial Officer or any individuals specificallydesignated by them.  Only theseindividuals are authorized to discuss information about PRIMARY with the newsmedia, securities analysts and investors. If you receive inquiries from thesesources, you should immediately refer them to one of these authorizedspokespersons.

 

**5.****                                      Dutiesof Financial Reporting Personnel; Accounting and Financial Records andDisclosure**

 

*5.1          General*.    PRIMARY has a responsibility to maintaincomplete, accurate and reliable records of our business and must comply withvarious disclosure requirements imposed by the United States Securities andExchange Commission and by any exchange on which its securities are listed fortrading.  PRIMARY’s executive officers,the heads of PRIMARY’s subsidiaries and operating divisions and members ofPRIMARY’s finance department have a special role in the preparation of thesereports.  To satisfy these requirements,PRIMARY has implemented procedures to ensure that only proper transactions areentered into by the Company, that such transactions have proper managementapproval, that such transactions are properly accounted for in the books andrecords of the Company and that the reports and financial statements of theCompany fairly and accurately reflect such transactions.  All PRIMARY Financial Reporting Personnelare to familiarize themselves with these policies, accounting controls,procedures and records and comply with these requirements.  Ultimately, PRIMARY’s Financial ReportingPersonnel bear significant responsibility for the accuracy and timeliness ofdisclosures in reports and documents PRIMARY files with or submits to theSecurities and Exchange Commission and in other public communications.

 

Due to theseconsiderations, PRIMARY’s Financial Reporting Personnel bear a specialresponsibility for promoting integrity throughout the organization, withresponsibilities to stakeholders both inside and outside of PRIMARY. Theseparticular persons have a special role both to adhere to these principlesthemselves and also to ensure that a culture exists throughout the company as awhole that ensures the fair and timely reporting of PRIMARY’s financial resultsand condition.  Each PRIMARY FinancialReporting Personnel agrees to:

 

•                                          Provideinformation that is accurate, complete, objective, relevant, timely andunderstandable to ensure full, fair, accurate, timely, and understandabledisclosure in reports and documents that PRIMARY files

 

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with, or submits to, government agencies and in other publiccommunications.

 

•                                          Complywith rules and regulations of federal, state and local governments, and otherappropriate private and public regulatory agencies.

 

•                                          Actin good faith, responsibly, with due care, competence and diligence,without   misrepresenting material factsor allowing one’s independent judgment to be subordinated.

 

•                                          Respectthe confidentiality of information acquired in the course of work except whenauthorized or otherwise legally obligated to disclose.

 

•                                          Promptlyreport to the Board or Audit Committee any conduct that the individual believesto be a violation of law or business ethics or of any provision of this Code,including any transaction or relationship that reasonably could be expected togive rise to such a conflict.

 

*5.2          Disclosuresto Investors; Financial Reporting Considerations.        *PRIMARYis required under U.S. federal securities laws to provide the public withperiodic disclosure regarding our business and financial condition (such as quarterlyand annual reports and materials for our annual stockholders’ meeting). Weprovide additional disclosures to the public through quarterly earningsreleases and other press releases. All PRIMARY Employees who participate in thepreparation or dissemination of this information, or who provide informationthat they know may be used in the preparation of these disclosures, have alegal and ethical duty to ensure that the content of the disclosures isaccurate, complete and timely. We have created disclosure controls andprocedures which are designed to ensure that all public disclosures areaccurate, complete and timely.

 

To administerthese controls and procedures, PRIMARY has established a Disclosure Committeethat reports to the Chief Executive Officer and Chief Financial Officer.  The Disclosure Committee is (or certain ofits members are), among other things, charged with reviewing PRIMARY’s periodicreports and press releases.  It is theresponsibility of the Committee to ensure that it has reviewed and disseminatedall material information about the Company that, by law, should bedisseminated.  You may be asked to serveon this Committee or to assist the Disclosure Committee in reviewing certainmaterials in connection with its responsibilities.  If you do so, you must accomplish this faithfully and inaccordance with all the Committee’s policies. You should report to the Disclosure Committee all information that itneeds to fulfill its duties.

 

*5.3          Accountingand Financial Records*.  PRIMARY is required under U.S. federal securities laws andgenerally accepted accounting principles to keep books, records and accountsthat accurately reflect all transactions and to provide an adequate system ofinternal accounting and controls.  Weexpect you to ensure that those portions of our books, records and accounts forwhich you have responsibility are valid, complete, accurate and supported byappropriate documentation in verifiable form.

 

You shouldnot:

 

•                                                                                          Improperlyaccelerate or defer expenses or revenues to achieve financial results or goals;

•                                                                                          Maintainany undisclosed or unrecorded funds or “off the book” assets;

•                                                                                          Establishor maintain improper, misleading, incomplete or fraudulent accountingdocumentation or financial reporting;

•                                                                                          Recordrevenue for any project that has not fully complied with PRIMARY’s revenuerecognition guidelines;

•                                                                                          Makeany payment for purposes other than those described in the documents supportingthe payment;

•                                                                                          Submitor approve any expense report where you know or suspect that any portion of theunderlying expenses were not incurred or are not accurate; or

•                                                                                          Signany documents believed to be inaccurate or untruthful.

 

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All PRIMARYEmployees who exercise supervisory duties over PRIMARY’s assets or records areexpected to establish and implement appropriate internal controls over allareas of their responsibility. This will help ensure the safeguarding ofPRIMARY’s assets and the accuracy of our financial records and reports. We haveadopted various types of internal controls and procedures as required to meetinternal needs and applicable laws and regulations.  You are to adhere to these controls and procedures to assure thecomplete and accurate recording of all transactions.  Any accounting entries or adjustments that materially depart fromgenerally accepted accounting principles must be approved by our Board or AuditCommittee and reported to our independent auditors. You must not interfere withor seek to improperly influence (directly or indirectly) the review or auditingof our financial records by our Board, Audit Committee or independent auditors.

 

If you becomeaware of any questionable transaction or accounting practice concerning PRIMARYor our assets, we expect you to report the matter immediately to our ChiefFinancial Officer or to a member of our Board or Audit Committee. In addition,we expect you to report all material off-balance-sheet transactions,arrangements and obligations, contingent or otherwise, and other PRIMARYrelationships with unconsolidated entities or other persons that may havematerial current or future effects on our financial condition or results ofoperations to our Chief Financial Officer or to a member of our Board or AuditCommittee.

 

*5.5          ConfidentialityConsiderations; Securities Law Compliance.*  All Financial Reporting Personnel will havespecial access to PRIMARY’s confidential financial information. This mayinclude non-public reports and analyses, pro-forma financial statements andother draft or preliminary financial information.  PRIMARY’s Financial Reporting Personnel should (i) never disclosethis information to individuals outside the Company and (ii) cautionindividuals within the Company to whom you provide such information to carefullymaintain its confidentiality and prevent its disclosure.   PRIMARY’s Financial Reporting Personnelmust also apply the utmost consideration to transactions involving PRIMARYsecurities in light of their possession to confidential financial information.  Financial Reporting Personnel are thereforeexpected to notify our Chief Financial Officer prior to engaging in anytransactions involving PRIMARY securities in order to ensure compliance withall securities laws and regulations. Similarly, PRIMARY imposes periodic blackout periods during whichFinancial Reporting Personnel may not engage in transactions involving PRIMARYsecurities.   All Financial ReportingPersonnel should notify our Chief Financial Officer before purchasing orselling any PRIMARY securities in order to obtain clearance from the ChiefFinancial Officer that the proposed transaction complies with all securitieslaws and regulations and PRIMARY policies.

 

**6.             OurResponsibilities to Each Other**

 

*6.1          Dignityand Respect*. One of PRIMARY’s goals is to attract and retain outstanding employeeswho will consistently contribute to the ongoing success of ourorganization.  Each PRIMARY employeebrings a unique background and set of skills to his or her position.  It is this background and skill set thathelped you attain your position at PRIMARY. PRIMARY values the perspective, initiative and creativity of each of itsemployees.  As a PRIMARY employee,PRIMARY will treat you with dignity and respect.  Similarly, PRIMARY expects that employees will treat each otherwith dignity and respect.

 

*6.2          Discrimination*.  Discriminating against any employee orperson with whom PRIMARY does business on the basis of factors such as age,race, color, religion, gender, national origin, disability, or other legallyprotected status is a violation of our Code and is not permitted.

 

*6.3          WorkplaceHarassment and Violence*.    Workplace harassment and violence are unacceptable and will notbe tolerated.  Conduct that creates anunwelcome or uncomfortable situation or hostile work environment, including butnot limited to unwelcome advances or requests for sexual favors, inappropriatecomments, jokes, intimidation, bullying, or physical contact may be forms ofworkplace harassment.  All PRIMARYemployees should avoid any conduct that might be interpreted by their fellowemployees as harassment or a threat of violence.

 

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*6.4          Safetyand Health.*               PRIMARYis committed to providing its employees with a safe workplace.  Each of us is responsible for observing allsafety and health rules that apply to our jobs.  We are all responsible for taking precautions to protectourselves from accident, injury or any unsafe condition.  Additionally, employees must promptly reportunsafe or unhealthy conditions to their supervisors so that PRIMARY can takeimmediate steps to correct those conditions.

 

*6.5          Alcohol/SubstanceAbuse*. PRIMARY isa drug free workplace.  We are committedto maintaining a work environment free from all forms of alcohol and drugabuse.  The safety of all employees iscompromised if even one employee reports to work while impaired from the use ofalcohol or drugs.  The use, possession,or distribution of unauthorized drugs or alcohol while on PRIMARY’s premises oron company time is not permitted. Additionally, an employee who engages in this conduct may be subject tocriminal prosecution.  All employees areencouraged to seek treatment for alcohol or drug abuse problems.

 

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