fsb20707ex14_celsius.htm


    Exhibit
    10.5

         

    CODE
      OF ETHICAL CONDUCT

    


    


    


    


    


    


    


    


    


    


     

    Celsius
      Holdings, Inc. and subsidiaries

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    To
      All Celsius Employees:

     
      
        

      

    

    


     

    At
      Celsius, we are committed to conducting our business with integrity. This Code
      of Ethical Conduct is a guide for every Company employee in applying legal
      and
      ethical practices to their everyday work. The Code describes not only our
      standards of integrity but also some of the specific principles and areas of
      the
      law that are most likely to affect us.

     

    There
      is
      no quality more important than integrity. This applies to a business just as
      it
      does to an individual. Integrity is a core value in our Code of Ethical
      Conduct.

     

    Celsius
      is a good corporate citizen not just because we comply with the law, but because
      our employees are also expected to act according to our ethical principles.
      We
      are committed to go beyond mere compliance – beyond simply "doing things right."
      We aspire to "do the right thing" by being faithful to and executing the
      principles and guidelines cited in this Code of Ethical Conduct and to act
      in
      ways that exceed the minimum standards set by law. Each of us is personally
      responsible for meeting this obligation.

     

    Certain
      situations may arise that are not covered in our Code of Ethical Conduct.
If you have any questions concerning the legality or propriety of
      an
      action, or the meaning of the Code, you should contact (1) your immediate
      supervisor, (2) Celsius’ Chief Financial Officer, our Compliance Director, or
      (3) Roger Shaffer of Baritz & Colman LLP, our outside counsel, at 1075
      Broken Sound Parkway, NW, Suite 102, Boca Raton, Florida 33487, phone: (561)
      864-5100, fax: (561) 864-5101, email:
      rshaffer@baritzcolman.com.

     

    Compliance
      with the law and honesty and integrity in our dealings with others are not
      to be
      sacrificed in the name of profits. We do not and will not condone any such
      action. We will attain our success through compliance with the law, dealings
      evidencing fairness and integrity, and a commitment to quality. We expect your
      wholehearted support of these Company values and principles.

     

    You
      will
      discover that many of the guidelines in this Code of Ethical Conduct are simple
      common sense and good business practice; others reflect our desire to emphasize
      integrity and compliance with the law. Our business mission will only be
      successful if every Celsius employee follows this Code.

     

    


     

    


     

    /s/
       Gerry David

     

    

    Gerry David, CEO

     

    


     

    


     

    
      	
              This
                Code of Ethical Conduct is a summary of Celsius business practice
                policies
                and guidelines, which must be followed as a condition of
                employment.

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

     

    TABLE
      OF CONTENTS

    


    
      	 	 	
              Page

            
	
              I.

            	
              PURPOSE
                OF THE CODE OF ETHICAL CONDUCT / POLICY STATEMENT

            	
              1

            
	
              II.

            	
              GENERAL
                POLICY REGARDING LAWS AND BUSINESS CONDUCT

            	
              1

            
	
              III.

            	
              DISCRIMINATION
                AND HARASSMENT

            	
              1

            
	
              IV.

            	
              ETHICAL
                BUSINESS PRACTICES

            	
              1

            
	 	
              Accuracy
                of Books and Records

            	
              2

            
	 	
              Fraud
                and Similar Irregularities

            	
              2

            
	
              V.

            	
              GIFTS,
                BUSINESS COURTESIES AND BRIBES

            	
              2

            
	
              VI.

            	
              CONFLICTS
                OF INTEREST

            	
              3

            
	
              VII.

            	
              USE
                OF CELSIUS ASSETS AND RESOURCES

            	
              4

            
	 	
              Corporate
                Opportunities

            	
              5

            
	
              VIII.

            	
              CONFIDENTIAL
                INFORMATION

            	
              5

            
	 	
              Insider
                Trading

            	
              5

            
	
              IX

            	
              INTERNATIONAL
                OPERATIONS

            	
              5

            
	 	
              Foreign
                Corrupt Practices and the OECD Anti-Bribery Convention

            	
              6

            
	
              X

            	
              IMPLEMENTATION

            	
              6

            
	 	
              Scope
                of Application

            	
              6

            
	 	
              Communication
                Responsibilities

            	
              6

            
	 	
              Waiver
                of the Code of Ethical Conduct

            	
              6

            
	 	
              Potential
                Violations

            	
              6

            
	
              XI.

            	
              WHISTLE
                BLOWER POLICY

            	
              6

            
	
              XII.

            	
              COMPLIANCE
                PROCEDURES

            	
              7

            
	
              XIII.

            	
              VIOLATIONS

            	
              8

            


    

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

     

     

    I.           PURPOSE
      OF THE CODE OF ETHICAL CONDUCT / POLICY STATEMENT

     

    This
      Code
      of Ethical Conduct sets forth the standards for business conduct at Celsius
      Holdings, Inc. and its affiliated companies (“Celsius”). It is intended to guide
      each employee in making business decisions to ensure that Celsius achieves
      its
      mission and its commitment to integrity.

     

    Celsius
      strives to comply with all laws and regulations that are applicable to its
      business worldwide. Though customs vary country by country and standards may
      vary by business environment, Celsius emphasizes good faith efforts to follow
      the spirit and intent of the law. Good business results do not justify a
      violation of business ethics, the law, or regulations. Ethical business behavior
      should exist at a level well above what the law requires. Celsius’ reputation
      for integrity is one of its most valued assets, and integrity is expected of
      everyone.

     

    Neither
      this Code of Ethical Conduct nor any book of rules can provide all the answers.
      A Celsius employee must consider each situation carefully to ensure that he
      or
      she is acting ethically and in the best interest of the Company. Employees
      should consider whether their actions would withstand full examination by
      friends and associates or public disclosure in the press. If questions arise,
      employees should discuss the circumstances with our Compliance Director or
      their
      immediate supervisor.

     

    Each
      employee is responsible for adhering to the Code of Ethical Conduct as a
      condition of continued employment; however, compliance with the Code of Ethical
      Conduct shall in no way alter your employment-at-will status. In addition,
      employees in Finance, Purchasing, or other specialized areas must comply with
      their own functional policies and requirements.

     

    Violations
      of the Code may result in sanctions imposed by Celsius up to and including
      immediate termination of employment. Violations of the Code may also subject
      the
      individual employee to civil and criminal sanctions and shall be considered
      as
      an act outside of the scope of your employment.

     

    II.           GENERAL
      POLICY REGARDING LAWS AND BUSINESS CONDUCT

     

    Celsius
      operates within the bounds of the laws, rules, and regulations that are relevant
      to our business. The rule of law is fundamental to civil society, to the
      democratic process, and to the conduct of business in a dynamic global
      marketplace. However, today's market demands that companies meet higher
      standards – simply obeying the law is not enough. To achieve higher standards of
      behavior, we need to make business decisions that are aligned with our ethical
      principles.

     

    Supervisors
      must ensure that employees understand the values and are informed of the
      requirements relating to their jobs. They must also be available to answer
      employee questions or concerns and to guide them to other Celsius subject-matter
      experts when necessary. There are serious consequences for failing to follow
      these laws, up to and including termination of employment. Laws and regulations
      are sometimes ambiguous and difficult to interpret. In such situations, contact
      our Compliance Director for assistance.

     

    III.           DISCRIMINATION
      AND HARASSMENT

     

    The
      diversity of the Company’s employees is a tremendous asset. The Company is
      firmly committed to providing equal opportunity in all aspects of employment
      and
      will not tolerate any illegal discrimination or harassment of any kind. Examples
      include derogatory comments based on racial or ethnic characteristics and
      unwelcome sexual advances.

     

    IV.           ETHICAL
      BUSINESS PRACTICES

     

    Our
      success in the marketplace is based on the quality of our products and services,
      the value our products and services provide our customers, and the competence
      and honesty of our product and sales presentations. Celsius prospers only to
      the
      degree that we serve our customers well – and treat them, our suppliers,
      partners, teammates, and competitors fairly and honestly. When we fail to
      negotiate, perform, or market in good faith, we seriously damage our reputation
      and lose the loyalty of our customers.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    Fair
      competition is the hallmark of our relationships – our business dealings will be
      frank and respectful, and we strive to generate mutually advantageous, long-term
      relationships.

     

    Accuracy
      of Books and Records

     

    The
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions. Many employees regularly use
      business expense accounts, which must be documented and recorded accurately.
      If
      an employee is not sure whether a certain expense is legitimate, the employee
      should ask his or her supervisor or the Company’s CFO. All of the Company’s
      books, records, accounts and financial statements must be maintained in
      reasonable detail, must appropriately reflect the Company’s transactions and
      must conform both to applicable legal requirements and to the Company’s system
      of internal controls. Unrecorded or “off the books” funds or assets should not
      be maintained.

     

    Fraud
      and Similar Irregularities

     

    Celsius
      prohibits fraud and has established procedures to be followed concerning the
      recognition, reporting, and investigation of suspected fraud. Fraud includes,
      but is not limited to

     

    
      	
              ·  

            	
              Dishonest
                or fraudulent acts:

            


    

     

    
      	
              ·  

            	
              Embezzlement;

            


    

     

    
      	
              ·  

            	
              Forgery
                or alteration of negotiable instruments such as Celsius checks and
                drafts;

            


    

     

    
      	
              ·  

            	
              Misappropriation
                of Celsius, employee, customer, partner, or supplier
                assets;

            


    

     

    
      	
              ·  

            	
              Personal
                use of cash, securities, supplies, or any other Celsius
                assets;

            


    

     

    
      	
              ·  

            	
              Unauthorized
                handling and reporting of Celsius transactions;
                and

            


    

     

    
      	
              ·  

            	
              Falsification
                of Celsius records or financial statements for personal or other
                reasons.

            


    

     

    
      	
              ·  

            	
              Use
                of illegal, not licensed, software
                programs.

            


    

     

    Any
      employee or agent who suspects that any fraudulent activity may have occurred
      should report such concern to our Compliance Director, or Roger Shaffer of
      Baritz & Colman LLP, our outside counsel, at 1075 Broken Sound Parkway, NW,
      Suite 102, Boca Raton, Florida 33487, phone: (561) 864-5100, fax: (561)
      864-5101, email: rshaffer@baritzcolman.com.

     

    V.           GIFTS,
      BUSINESS COURTESIES AND BRIBES

     

    To
      maintain trust in our business relationships, we must always act with integrity.
      We must steer clear of giving or receiving gifts that are intended to influence,
      or appear to influence, business decisions. When we accept or give such gifts,
      it can undermine customer relationships, hurt our reputation, and put Celsius
      in
      legal jeopardy.

     

    Celsius
      recognizes that gifts, gratuities, and other business courtesies may
      occasionally be appropriate in building and maintaining business relationships
      with customers, suppliers, and other stakeholders. However, our employees,
      representatives, and agents must avoid even the perception of favorable
      treatment or the appearance of impropriety when offering or accepting any item
      of value in conducting our business.

     

    When
      considering whether to accept or offer a gift, gratuity, or other business
      courtesy, Celsius employees are expected to use moderation and prudent judgment.
      Begin by assuring yourself that any offer you would make or courtesy that you
      would accept would leave you feeling comfortable if known by your manager,
      coworker, family member, or the public.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    If
      you
      are a buyer, influence buying, or are involved in procurement transactions
      in
      any way (e.g., determine specifications, evaluate bids, etc.), you must be
      especially careful not to create the appearance of special treatment. In other
      words, you must refrain from accepting gifts or business courtesies that could
      be perceived as affecting your objectivity or influencing your decisions. If
      the
      "right thing to do" is not obvious, seek guidance from your supervisor or the
      Compliance Director. In addition, each Celsius employee should promptly advise
      his or her immediate supervisor upon receipt of any cash gift from a Celsius
      supplier or other business partner, or upon the receipt of any gift (other
      than
      customary business meals) with a value of more than $100.

     

    A
      number
      of laws and regulations, including the Anti-Kickback Act and the Foreign Corrupt
      Practices Act, have been created to ensure that business decisions are free
      from
      unfair influence. Bribes and other corrupt offers not only violate Celsius
      policy; they are illegal – subjecting both Celsius and the individual to civil
      and criminal penalties. When dealing with government customers or officials,
      whether domestic or international, we must be especially mindful because these
      laws and regulations have been put in place to protect the public's interests.
      Any offer of money or gifts intended to influence a business decision should
      be
      reported to your the Compliance Director or our outside counsel.

     

    VI.           CONFLICTS
      OF INTEREST

     

    Integrity
      in a business relationship means that all participants are working together
      for
      the common good, and are not making decisions based on self-interest. When
      we
      act with integrity, we earn trust and build long-term customer relationships.
      When we act, or appear to be acting in our own self-interest, we lose trust
      and
      damage our reputation.

     

    Except
      as
      specifically authorized in this section, Celsius expects that our business
      will
      be conducted free from any actual or potential conflict that might arise when
      one's loyalty is split between personal interests or friendships and the
      interests of the company. Judgment can be affected in any transaction or
      relationship where an individual might find that Celsius’ interest competes with
      his or her own. Celsius wants loyalty to come easily, and we will work together
      to resolve disclosed conflicts in a mutually satisfactory manner. Our customers
      and suppliers can expect to be dealt with fairly and impartially, free from
      any
      conflicting interests.

     

    Except
      as
      specifically authorized in this section, Celsius employees have a duty to avoid
      financial, business, or other relationships that might interfere with this
      commitment. Each of us will scrupulously avoid even the appearance of a conflict
      between personal interests and those of Celsius in matters of importance to
      Celsius’ business, and we expect those with whom we deal to support us in this
      endeavor.

     

    You
      must
      disclose any matter that casts doubt on your ability to act objectively and
      in
      Celsius’ best interest. Employees, representatives, and agents of Celsius who
      may have an actual or potential conflict should report all pertinent details
      in
      writing to their supervisor or the Compliance Director.

     

    Any
      of
      the following situations could present a conflict of interest and must be
      disclosed:

     

    
      	
              ·  

            	
              Ownership
                of, or substantial interest in, a company that is a competitor of
                or does
                business with Celsius.

            


    

     

    
      	
              ·  

            	
              Employment
                by a competitor or any organization that does business with Celsius,
                regardless of the nature of the employment, while also employed by
                Celsius.

            


    

     

    
      	
              ·  

            	
              Placement
                of business with a firm in which an employee or close family members
                has a
                substantial ownership or management
                interest.

            


    

     

    
      	
              ·  

            	
              Acting
                independently as a consultant to a Celsius customer, supplier, or
                other
                business partner.

            


    

     

    
      	
              ·  

            	
              As
                more fully described in Section IV above, acceptance of anything
                of value
                – such as gifts, discounts, or compensation – from an individual or entity
                that does or seeks to do business with
                Celsius.

            


    

     

     

    
      
        
        

      

      
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              ·  

            	
              Employing
                or discussing employment with current or former government employees,
                or
                using them as consultants or subcontractors in violation of relevant
                law
                or regulation.

            


    

     

    
      	
              ·  

            	
              Hiring
                friends or relatives to work directly for you at Celsius, especially
                when
                you have control or influence over their work assignments, compensation,
                or promotion opportunities.

            


    

     

    In
      certain instances, senior management, the Audit Committee or the Board may
      determine that notwithstanding an actual or potential conflict of interest,
      a
      particular relationship or transaction is in the best interest of Celsius.
      Any
      such relationship or transaction must be approved in advance by senior
      management of Celsius not having a direct or indirect interest in the
      relationship or transaction. If the interested party is an officer or director
      of the Company, further approval must be obtained from of a majority of the
      Audit Committee of the Board of Directors of Celsius or the Board of Directors,
      provided that only those that do not have a relationship or an interest in
      the
      transaction are eligible to cast a vote. In each such case, the full scope
      of
      the conflict of interest must be disclosed to senior management and the Audit
      Committee or the Board, and must also be publicly disclosed to the extent
      required by applicable securities laws.

     

    VII.           USE
      OF CELSIUS ASSETS AND RESOURCES

     

    Effective
      use of our resources is critical to our bottom line. When we use Celsius
      resources wisely, we demonstrate our efficiency. When we waste our resources,
      we
      increase costs and reduce productivity.

     

    Our
      employees should demonstrate good judgment and discretion when utilizing Celsius
      or customer-owned resources. Such resources include computers, telephones,
      Internet access, electronic mail (e-mail), voice mail, reproduction equipment,
      facsimile systems, production and operational materials, vehicles, and other
      equipment and facilities. Likewise, we will exercise prudence in our
      expenditures, pursuing best value and return on our investments.

     

    Employees
      must use Celsius or customer-owned assets first and foremost for business
      purposes and to advance Celsius’ strategic objectives. However, occasional
      limited personal use may occur when it does not compromise Celsius’ interests.
      Each of us is responsible for safeguarding these assets – never borrowing or
      removing them from Celsius’ premises without proper authorization and always
      being mindful not to deplete their value, add significant cost for Celsius,
      or
      use them in a manner that adversely affects Celsius’ reputation.

     

    When
      using Celsius’ assets for personal reasons, follow these guidelines, unless
      previously authorized by Celsius’ senior management to perform any of the
      following, provided that is lawful:

     

    
      	
              ·  

            	
              Do
                not sell, loan, give away, or dispose of Celsius materials, designs,
                ideas, data, or other property without proper authorization. Any
                improper
                transfer of Celsius property, even though it may not be apparent
                that an
                employee has personally gained by such action, constitutes unacceptable
                conduct.

            


    

     

    
      	
              ·  

            	
              Limit
                the time spent on personal business to reasonable duration and frequency
–
                always incidental to your workday and never charged to Celsius or
                a
                customer. Private use of computers and telephones must not interfere
                with
                or adversely affect your job performance or that of any other person
                or
                organizational requirements.

            


    

     

    
      	
              ·  

            	
              Do
                not use Celsius assets in support of a personal business, consulting
                effort, or similar private venture, or to support the business of
                another
                company or firm, outside fund raising activity, political activity,
                or
                lobbying.

            


    

     

    
      	
              ·  

            	
              Do
                not use Celsius assets to support any illegal or other purpose that
                could
                cause embarrassment to Celsius or otherwise adversely affect its
                interests.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ·  

            	
              Do
                not use Celsius assets to be disruptive or offensive (e.g., involving
                sexually explicit materials, or materials that are discriminatory,
                hateful, or threatening) to others.

            


    

     

    
      	
              ·  

            	
              When
                unsure of what constitutes appropriate use of Celsius assets, talk
                to your
                supervisor or the Compliance
                Director.

            


    

    


    Corporate
      Opportunities

     

    Employees,
      officers and directors are prohibited from taking for themselves personally
      opportunities that are discovered through the use of corporate property,
      information or position without the consent of the Board of Directors. No
      employee may use corporate property, information or position for improper
      personal gain and no employee may compete with the Company directly or
      indirectly. Employees, officers and directors owe a duty to the Company to
      advance its legitimate interests when the opportunity to do so
      arises.

     

    VIII.           CONFIDENTIAL
      INFORMATION

     

    The
      protection of the confidential business information and trade secrets of Celsius
      and its customers is vital to the interests and the success of Celsius. Such
      confidential information includes, but is not limited to, the following
      examples:

     

    ·  compensation
      data of other employees

    ·  computer
      programs and codes

    ·  customer
      lists

    ·  financial
      information

    ·  labor
      relations strategies

    ·  minutes
      of the Board of Directors or any of its committees

    ·  new
      materials research

    ·  pending
      projects and proposals

    ·  proprietary
      production processes

    ·  research
      and development strategies

    ·  scientific
      data

    ·  scientific
      prototypes

    ·  technological
      data

    ·  technological
      prototypes

     

    All
      employees may be required to sign a non-disclosure agreement as a condition
      of
      employment. Employees who improperly use or disclose trade secrets or
      confidential business information will be subject to disciplinary action, up
      to
      and including termination of employment, even if they do not actually benefit
      from the disclosed information.

     

    Insider
      Trading

     

    Employees
      who have access to confidential information are not permitted to use or share
      that information for stock trading purposes or for any other purpose, except
      the
      conduct of the Company’s business. All non-public information about the Company
      should be considered confidential information. To use non-public information
      for
      personal financial benefit or to “tip” others who might make an investment
      decision on the basis of this information is not only unethical, but also
      illegal. If a question arises, the employee should consult the Company’s Chief
      Financial Officer.

     

    IX.           INTERNATIONAL
      OPERATIONS

     

    Success
      in global business depends on our compliance with country-specific constraints
      and conditions, and sensitivity to local customs. Laws, regulations, and
      conventions governing business relationships vary from country to
      country.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    However,
      Celsius’ obligation to comply with U.S. law and regulation does not end when we
      or our products exit the United States nor does our commitment to treat our
      customers, suppliers, and community stakeholders with concern and
      respect.

     

    Foreign
      Corrupt Practices and the OECD Anti-Bribery Convention

     

    Corruption
      undermines trust, impedes the pursuit of democracy, erodes social and economic
      development, and destroys the concept of fair play in a competitive global
      marketplace. In accordance with the U.S. Foreign Corrupt Practices Act (FCPA),
      the Organization for Economic Cooperation and Development's Anti-Bribery
      Convention (to which the U.S. is a signatory), and similar laws and regulations
      of other countries, our employees, agent, and representatives generally may
      not
      offer anything of value for the purpose of influencing a government official
      to
      make an improper decision in their official capacity. Likewise, we are committed
      to transparency in our record-keeping, accounting, and other business
      transactions.

     

    X.           IMPLEMENTATION

     

    Scope
      of Application

     

    The
      Code
      of Ethical Conduct applies to all employees of Celsius. The Code will be
      circulated annually to each officer, director, and manager, who will be
      responsible for ensuring that employees under his or her supervision understand
      and will comply with this Code.

     

    Communication
      Responsibilities

     

    Senior
    management should always be informed of matters that in any way could damage       Celsius’ reputation. Failure to
    disclose such matters may be interpreted,       wrongly, as an indication that Celsius policies and rules are to be ignored.
    Accordingly, any employee who discovers events of a questionable,       fraudulent, or illegal nature that could
    potentially violate this Code should       promptly discuss them with (1) his or her supervisor, (2) Celsius’
    Compliance       Director, or (3) Dale S.  Bergman, Esq. of Gutiérrez Bergman Boulris, P.L.L.C., our outside counsel
    at 100 Almeria Avenue, Suite 340, Coral Gables, Florida 33134, phone: (305) 358-5100 fax: (888) 281-1829,  email:
    dale.bergman@gbbpl.com.     Likewise, no     information     may be     concealed     from     internal     or
    independent     external         auditors.     You may report     ethical     violations in     confidence and     without
    fear     of     retaliation, in     particular to     the     Compliance     Director or     the outside     counsel.
    If        your situation     requires     that your     identity     be kept     secret, your     anonymity will         be
    protected. The     Company does not permit     retaliation     of     any kind     against         employees for good faith
    reports of ethical       violations.

     

    Waiver
      of the Code of Ethical Conduct

     

    Any
      waiver of this Code for executive officers or directors may be made only by
      the
      Board or a Board committee and will be promptly disclosed to stockholders as
      required by law or stock exchange regulation.

     

    Potential
      Violations

     

    The
      Compliance Director is responsible for investigating potential violations of
      the
      Code of Ethical Conduct. Any substantive instances or matters called to his
      or
      her attention will be reported to the Board of Directors. A record of all
      communications and investigations will be retained on file for five
      years.

     

    
      	
              XI.  

            	
              WHISTLE
                BLOWER POLICY

            


    

     

    
      	
              a.  

            	
              Reporting
                of Concerns or Complaints Regarding Accounting, Internal Controls,
                or
                Auditing Matters.

            


    

     

    Taking
      action to prevent problems is part of the Company's culture.  If you
      observe possible unethical or illegal conduct, you are encouraged to report
      your
      concerns.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    Employees
      and others involved with the Company are urged to come forward with any such
      information, without regard to the identity of position of the suspected
      offender.

     

    Employees
      and others may choose any of the following modes of communicating suspected
      violations of law, policy, or other wrongdoing, as well as any concerns
      regarding questionable accounting or auditing matters (including deficiencies
      in
      internal controls):

     

    
      	
              ·  

            	
              Report
                the matter to your supervisor; or

            


    

     

    
      	
              ·  

            	
              Report
                the matter to the Company's CEO or CFO;
                or

            


    

     

    
      	
              ·  

            	
              Report
                the matter to the Chairman of the Audit
                Committee.

            


    

     

    
      	
              b.  

            	
              Confidentiality.

            


    

     

    The
      Company will treat all communications under this Policy in a confidential
      manner, except to the extent necessary (a) to conduct a complete and fair
      investigation, or (b) for reviews of Company operations by the Company's Board
      of Directors, its Audit Committee, and the Company's independent public
      accountants.

     

    Moreover,
      if your situation requires that your identity be protected, please submit an
      anonymous report as set forth in the attached Schedule.  Please be
      aware that the address identified for the Chairman of the Audit Committee is
      under the complete control of the Audit Committee Chairman.

     

    
      	
              c.  

            	
              Retaliation.

            


    

     

    Any
      individual who in good faith reports a possible violation of the Company's
      Code
      of Business Conduct and Ethics, the Code of Ethics for the Chief Executive
      Officer and Chief Financial Officer, or of law, or any concerns regarding
      questionable accounting or auditing matters, even if the report is mistaken,
      or
      who assists in the investigation of a reported violation, will be protected
      by
      the Company.  Retaliation in any form against these individuals will
      not be tolerated.  Any act of retaliation should be reported
      immediately and will be disciplined appropriately.

     

    Specifically,
      the Company will not discharge, demote, suspend, threaten, harass, or in any
      other manner discriminate or retaliate against any employee in the terms and
      conditions of the employee's employment because of any lawful act done by that
      employee to either (a) provide information, cause information to be provided,
      or
      otherwise assist in any investigation regarding any conduct that the employee
      reasonably believes constitutes a violation of any Company code of conduct,
      law,
      rule, or regulation, including any rule or regulation of the Securities and
      Exchange Commission or any provision of Federal law relating to fraud against
      shareholders, or (b) file, cause to be filed, testify, participate in, or
      otherwise assist in a proceeding filed or, to the employee's knowledge, about
      to
      be filed relating to an alleged violation of any such law, rule, or
      regulation.

    


    XII           COMPLIANCE
      PROCEDURES

     

    We
      must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations it is difficult to know right from wrong. Since
      we
      cannot anticipate every situation that will arise, it is important that we
      have
      a way to approach a new question or problem. These are the steps to keep in
      mind:

     

    
      	
              ·  

            	
              Ask
                yourself: What specifically am I being asked to do? Does it seem
                unethical
                or improper? This will enable you to focus on the specific question
                you are faced with and the alternatives you have. Use your judgment
                and
                common sense; if something seems unethical or improper, it probably
                is.

            


    

     

    
      	
              ·  

            	
              Discuss
                the problem with your supervisor. This is the basic guidance for all
                situations. In many cases, your supervisor will be more knowledgeable
                about the question and will appreciate being brought into the
                decision-making process. Remember that it is your supervisor’s
                responsibility to help solve
                problems.

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ·  

            	
              Seek
                help from Company resources. In the rare case where it may not be
                appropriate to discuss an issue with your supervisor or where you
                do not
                feel comfortable approaching your supervisor with your question,
                discuss
                it locally with your office manager or island manager. If that also
                is not
                appropriate, call the Compliance Director, which will put you in
                direct
                contact with the appropriate people at Company headquarters. If you
                prefer
                to write, address your concerns to the Company’s Chief Executive Officer
                or Chief Financial Officer.

            


    

     

    
      	
              ·  

            	
              You
                must at all times comply with the Foreign Corrupt Practices Act
                (“FCPA”) and also any FCPA policy that the Company may have in
                effect.

            


    

     

    XIII           VIOLATIONS

     

    Any
      violation of the code of ethical conduct, or by not following the compliance
      procedures in item XII, will have serious consequences, up to and including
      termination of employment for cause. Violations of the Code may also subject
      the
      individual employee to civil and criminal sanctions and shall be considered
      as
      an act outside of the scope of your employment.

     

    


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