Exhibit 10.3



Exhibit 10.3

CODE OF ETHICS FOR SENIOR EXECUTIVE

OFFICERS AND SENIOR FINANCIAL OFFICERS

In addition to the Code of Business Conduct of VR Holdings, Inc. (the “Company”) that applies to all employees and directors of the Company, the following shall specifically apply to the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and all financial officers, including the principal accounting officer (individually, an “Officer” and collectively, the “Officers”).

1.

Each Officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by the Company with the SEC or disclosed to the Company’s stockholders and/or the public.

2.

Therefore, each Officer shall immediately bring to the attention of the Audit Committee, or Disclosure Compliance Officer, any material information of which the Officer becomes aware that affects the disclosures made by the Company in its public filings and assist the Audit Committee or Disclosure Compliance Officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the SEC.

3.

Each of the Officers shall immediately bring to the attention of the Audit Committee or Disclosure Compliance Officer any information he may have concerning:

(a)

Defects, deficiencies, or discrepancies related to the design or operation of internal controls which may affect the Company’s ability to accurately record, process, summarize, report and disclose its financial data; or

(b)

Any fraud, whether or not material, that involves management or other employees who have influential roles in the Company’s financial reporting, disclosures or internal controls.

4.

Each Officer shall promptly notify the Company’s General Counsel, or the President or Chief Executive Officer as well as the Audit Committee of any information he may have concerning any violation of the Company’s Code of Business Conduct or this Code of Ethics for Senior Executive Officers and Senior Financial Officers, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

5.

Each Officer shall immediately bring to the attention of the General Counsel, the President or the Chief Executive Officer and the Audit Committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent of the Company.

6.

The Board of Directors shall determine, or designate appropriate persons to determine, the appropriate actions to be taken in the event of a reported violation of this Code of Ethics for Senior Executive Officers and Senior Financial Officers.  The actions taken shall be designed to deter wrongdoing and to promote accountability for adherence to this Code.  Such action may include a written notice to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension without pay or benefits (as determined by the Board) and termination of employment.

In determining what action should be taken, the Board, or its designee, shall take into account all relevant information, including:

  



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(a)

The nature and severity of the violation;

(b)

Whether the violations was a single occurrence or repeated occurrences;

(c)

Whether the violation appears to have been intentional or inadvertent;

(d)

Whether the individual in question had been advised prior to the violation as to the proper course of action; and

(e)

Whether or not the individual in question has committed other violations in the past.

7.

Any waiver of this Code of Ethics for Senior Executive Officers and Senior Financial Officers for any Officer must be approved, if at all, in advance by a majority of the independent directors serving on our Board of Directors.  Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations, and listing standards.

By Order of the Board of Directors,










By  /s/ John E. Baker

    John E. Baker, Chairman of the Board




Dated May 14, 2010.






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