CODE
OF BUSINESS CONDUCT AND ETHICS




THIS
CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER), AND EMPLOYEE OF CROWN
EQUITY HOLDINGS INC.  (THE “COMPANY”).




To
further the Company's fundamental principles of honesty, loyalty, fairness and
forthrightness, the Board of Directors of the Company (the "Board") has established and
adopted this Code of Business Conduct and Ethics (this “Code”).





This Code
strives to deter wrongdoing and promote the following six
objectives:





·
            honest
      and ethical conduct;


·
            avoidance
      of conflicts of interest;


·
            full,
      fair, accurate, timely and transparent
  disclosure;


·
            compliance
      with applicable government and self-regulatory organization laws, rules
      and regulations;


·
            prompt
      internal reporting of Code violations;
and


·
            accountability
      for compliance with the Code.





Below, we
discuss situations that require application of our fundamental principles and
promotion of our objectives.  If you believe there is a conflict
between this Code and a specific procedure, please consult the Company's Board
of Directors for guidance.





Each of
our directors, officers and employees is expected to:





·
            understand
      the requirements of your position, including Company expectations and
      governmental rules and regulations that apply to your
      position;


·
            comply
      with this Code and all applicable laws, rules and
    regulations;


·
            report
      any violation of this Code of which you become aware;
  and


·
            be
      accountable for complying with this
Code.


i





Table Of
Contents





ETHICS
      ADMINISTRATOR
              3ACCOUNTING
      POLICIES
              3AMENDMENTS
      AND MODIFICATIONS OF THIS CODE
              3ANTI-BOYCOTT
      AND U.S. SANCTIONS LAWS
              3ANTITRUST
      AND FAIR COMPETITION LAWS
              4BRIBERY
              5COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS
              5COMPUTER
      AND INFORMATION SYSTEMS
              5CONFIDENTIAL
      INFORMATION BELONGING TO OTHERS
              6CONFIDENTIAL
      AND PROPRIETARY INFORMATION
              6CONFLICTS
      OF INTEREST
              7CORPORATE
      OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS
              8DISCIPLINE
      FOR NONCOMPLIANCE WITH THIS CODE
              9DISCLOSURE
      POLICIES AND CONTROLS
              9ENVIRONMENT,
      HEALTH AND SAFETY
              9FILING
      OF GOVERNMENT REPORTS
              9FOREIGN
      CORRUPT PRACTICES ACT
              10INSIDER
      TRADING OR TIPPING
              10INTELLECTUAL
      PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS
              11INVESTOR
      RELATIONS AND PUBLIC AFFAIRS
              12POLITICAL
      CONTRIBUTIONS
              12PROHIBITED
      SUBSTANCES
              12RECORD
      RETENTION
              13REPORTING
      VIOLATIONS OF THIS CODE
              13WAIVERS
              13CONCLUSION
              13





ETHICS
ADMINISTRATOR





All
matters concerning this Code shall be heard by the Board of
Directors.





ACCOUNTING
POLICIES





The
Company will make and keep books, records and accounts, which in reasonable
detail accurately and fairly present the Company’s transactions.





All
directors, officers, employees and other persons are prohibited from directly or
indirectly falsifying or causing to be false or misleading any financial or
accounting book, record or account.  You and others are expressly
prohibited from directly or indirectly manipulating an audit, and from
destroying or tampering with any record, document or tangible object with the
intent to obstruct a pending or contemplated audit, review or federal
investigation.  The commission of, or participation in, one of these
prohibited activities or other illegal conduct will subject you to federal
penalties, as well as to punishment, up to and including termination of
employment.





No
director, officer or employee of the Company may directly or indirectly make or
cause to be made a materially false or misleading statement, or omit to state,
or cause another person to omit to state, any material fact necessary to make
statements made not misleading, in connection with the audit of financial
statements by independent accountants, the preparation of any required reports
whether by independent or internal accountants, or any other work which involves
or relates to the filing of a document with the Securities and Exchange
Commission (“SEC”).





AMENDMENTS
AND MODIFICATIONS OF THIS CODE





There
shall be no amendment or modification to this Code except upon approval by the
Board of Directors.





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 posted on the
Company's website within two days of the board vote or shall be otherwise
disclosed as required by applicable law or the rules of any stock exchange or
market on which the Company's securities are listed for
trading.  Notice posted on the website shall remain there for a period
of twelve months and shall be retained in the Company's files as required by
law.





ANTI-BOYCOTT
AND U.S. SANCTIONS LAWS





The
Company must comply with anti-boycott laws of the United States, which prohibit
it from participating in, and require us to report to the authorities any
request to participate in, a boycott of a country or businesses within a
country.  If you receive such a request, report it to your immediate
superior, our CEO, or to the chairman of the Board of Directors.  We
will also not engage in business with any government, entity, organization or
individual where doing so is prohibited by applicable laws.


3


ANTITRUST
AND FAIR COMPETITION LAWS





The
purpose of antitrust laws of the United States and most other countries is to
provide a level playing field to economic competitors and to promote fair
competition.  No director, officer or employee, under any
circumstances or in any context, may enter into any understanding or agreement,
whether express or implied, formal or informal, written or oral, with an actual
or potential competitor, which would illegally limit or restrict in any way
either party’s actions, including the offers of either party to any third
party.  This prohibition includes any action relating to prices,
costs, profits, products, services, terms or conditions of sale, market share or
customer or supplier classification or selection.





It is our
policy to comply with all U.S. antitrust laws.  This policy is not to
be compromised or qualified by anyone acting for or on behalf of our
Company.  You must understand and comply with the antitrust laws as
they may bear upon your activities and decisions.  Anti-competitive
behavior in violation of antitrust laws can result in criminal penalties, both
for you and for the Company.  Accordingly, any question regarding
compliance with antitrust laws or your responsibilities under this policy should
be directed to our CEO or the chairman of the Board of Directors, who may then
direct you to our legal counsel.  Any director, officer or employee
found to have knowingly participated in violating the antitrust laws will be
subject to disciplinary action, up to and including termination of
employment.





Below are
some scenarios that are prohibited and scenarios that could be prohibited for
antitrust reasons. These scenarios are not an exhaustive list of all prohibited
and possibly prohibited antitrust conduct.  Again, when in doubt about
any situation, whether it is discussed below or not, you should consult with our
CEO or the chairman of the Board of Directors, who may then direct you to our
legal counsel.





The
following scenarios are prohibited for antitrust or anti-competition
reasons:





·
            proposals
      or agreements or understanding-express or implied, formal or informal,
      written or oral-with any competitor regarding any aspect of competition
      between the Company and the competitor for sales to third
      parties;


·
            proposals
      or agreements or understanding with customers which restrict the price or
      other terms at which the customer may resell or lease any product to a
      third party; or


·
            proposals
      or agreements or understanding with suppliers which restrict the price or
      other terms at which the Company may resell or lease any product or
      service to a third party.





The
following business arrangements could raise anti-competition or antitrust law
issues.  Before entering into them, you must consult with our CEO or
the chairman of the Board of Directors, who may then direct you to our legal
counsel:





·
            exclusive
      arrangements for the purchase or sale of products or
    services;


4


·
            bundling
      of goods and services;


·
            technology
      licensing agreements that restrict the freedom of the licensee or
      licensor; or


·
            agreements
      to add an employee of the Company to another entity’s board of
      Directors.





BRIBERY





You are
strictly forbidden from offering, promising or giving money, gifts, loans,
rewards, favors or anything of value to any governmental official, employee,
agent or other intermediary (either inside or outside the United States) which
is prohibited by law.  Those paying a bribe may subject the Company
and themselves to civil and criminal penalties.  When dealing with
government customers or officials, no improper payments will be tolerated. If
you receive any offer of money or gifts that is intended to influence a business
decision, it should be reported to your supervisor, our CEO or the chairman of
the Board of Directors immediately.





The
Company prohibits improper payments in all of its activities, whether these
activities are with governments or in the private sector.





COMPLIANCE
WITH LAWS, RULES AND REGULATIONS





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 your supervisor, our CEO or the chairman of
the Board of Directors, who may then direct you to our legal
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.





COMPUTER
AND INFORMATION SYSTEMS





For
business purposes, officers and employees are provided telephones and computer
workstations and software, including network access to computing systems such as
the Internet and e-mail, to improve personal productivity and to efficiently
manage proprietary information in a secure and reliable manner.  You
must obtain the permission from your supervisor or our CEO to install any
software on any Company computer or connect any personal laptop to the Company
network.  As with other equipment and assets of the Company, we are
each responsible for the appropriate use of these assets.  Except for
limited personal use of the Company's telephones and computer/e-mail, such
equipment may be used only for business purposes.  Officers and
employees should not expect a right to privacy of their e-mail or Internet
use.  All e-mails or Internet use on Company equipment is subject to
monitoring by the Company.


5


CONFIDENTIAL
INFORMATION BELONGING TO OTHERS





You must
respect the confidentiality of information, including, but not limited to, trade
secrets and other information given in confidence by others, including but not
limited to partners, suppliers, contractors, competitors or customers, just as
we protect our own confidential information.  However, certain
restrictions about the information of others may place an unfair burden on the
Company's future business.  For that reason, directors, officers and
employees should coordinate with your supervisor or the CEO to ensure
appropriate agreements are in place prior to receiving any confidential
third-party information.  In addition, any confidential information
that you may possess from an outside source, such as a previous employer, must
not, so long as such information remains confidential, be disclosed to or used
by the Company.  Unsolicited confidential information submitted to the
Company should be refused, returned to the sender where possible and deleted, if
received via the Internet.





CONFIDENTIAL
AND PROPRIETARY INFORMATION





It is the
Company's policy to ensure that all operations, activities and business affairs
of the Company and our business associates are kept confidential to the greatest
extent possible.  Confidential information includes all non-public
information that might be of use to competitors, or that might be harmful to the
Company or its customers if disclosed.  Confidential and proprietary
information about the Company or its business associates belongs to the Company,
must be treated with strictest confidence and is not to be disclosed or
discussed with others.





Unless
otherwise agreed to in writing, confidential and proprietary information
includes any and all methods, inventions, improvements or discoveries, whether
or not patentable or copyrightable, and any other information of a similar
nature disclosed to the directors, officers or employees of the Company or
otherwise made known to the Company as a consequence of or through employment or
association with the Company (including information originated by the director,
officer or employee).  This can include, but is not limited to,
information regarding the Company's business, products, processes, and services.
It also can include information relating to research, development, inventions,
trade secrets, intellectual property of any type or description, data, business
plans, marketing strategies, engineering, contract negotiations, contents of the
Company intranet and business methods or practices.





The
following are examples of information that is not considered
confidential:





·
            information
      that is in the public domain to the extent it is readily
      available;


·
            information
      that becomes generally known to the public other than by disclosure by the
      Company or a director, officer or employee;
or


·
            information
      you receive from a party that is under no legal obligation of
      confidentiality with the Company with respect to such
      information.


6


We have
exclusive property rights to all confidential and proprietary information
regarding the Company or our business associates.  The unauthorized
disclosure of this information could destroy its value to the Company and give
others an unfair advantage.  You are responsible for safeguarding
Company information and complying with established security controls and
procedures.  All documents, records, notebooks, notes, memoranda and
similar repositories of information containing information of a secret,
proprietary, confidential or generally undisclosed nature relating to the
Company or our operations and activities made or compiled by the director,
officer or employee or made available to you prior to or during the term of your
association with the Company, including any copies thereof, unless otherwise
agreed to in writing, belong to the Company and shall be held by you in trust
solely for the benefit of the Company, and shall be delivered to the Company by
you on the termination of your association with us or at any other time we
request.





CONFLICTS
OF INTEREST





Conflicts
of interest can arise in virtually every area of our operations.  A
“conflict of interest” exists whenever an individual’s private interests
interfere or conflict in any way (or even appear to interfere or conflict) with
the interests of the Company.  We must strive to avoid conflicts of
interest.  We must each make decisions solely in the best interest of
the Company.  Any business, financial or other relationship with
suppliers, customers or competitors that might impair or appear to impair the
exercise of our judgment solely for the benefit of the Company is
prohibited.


Here are
some examples of conflicts of interest:





·
            Family
      Members—Actions of family members may create a conflict of
      interest.  For example, gifts to family members by a supplier of
      the Company are considered gifts to you and must be
      reported.  Doing business for the Company with organizations
      where your family members are employed or that are partially or fully
      owned by your family members or close friends may create a conflict or the
      appearance of a conflict of interest.  For purposes of this Code
      “family members” includes any child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law or sister-in-law, and adoptive
      relationships.





·
            Gifts,
      Entertainment, Loans, or Other Favors—Directors, officers and
      employees shall not seek or accept personal gain, directly or indirectly,
      from anyone soliciting business from, or doing business with the Company,
      or from any person or entity in competition with us.  Examples
      of such personal gains are gifts, non-business-related trips, gratuities,
      favors, loans, and guarantees of loans, excessive entertainment or
      rewards. However, you may accept gifts of a nominal
      value.  Other than common business courtesies, directors,
      officers, employees and independent contractors must not offer or provide
      anything to any person or organization for the purpose of influencing the
      person or organization in their business relationship with
    us.


7


Directors,
officers and employees are expected to deal with advisors or suppliers who best
serve the needs of the Company as to price, quality and service in making
decisions concerning the use or purchase of materials, equipment, property or
services.  Directors, officers and employees who use the Company's
advisors, suppliers or contractors in a personal capacity are expected to pay
market value for materials and services provided.





·
            Outside
      Employment—Officers and employees may not participate in outside
      employment, self-employment, or serve as officers, directors, partners or
      consultants for outside organizations, if such
  activity:





o
            reduces
      work efficiency;


o
            interferes
      with your ability to act conscientiously in our best interest;
      or


o
            requires
      you to utilize our proprietary or confidential procedures, plans or
      techniques.


You must
inform your supervisor or the CEO of any outside employment, including the
employer’s name and expected work hours.





You
should report any actual or potential conflict of interest involving yourself or
others of which you become aware to your supervisor or our
CEO.  Officers and directors should report any actual or potential
conflict of interest involving yourself or others of which you become aware to
the chairman of the Board of Directors.





CORPORATE
OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS





You are
prohibited from:





·
            taking
      for yourself, personally, opportunities that are discovered through the
      use of Company property, information or
  position;


·
            using
      Company property, information or position for personal gain;
      or


·
            competing
      with the Company.





You have
a duty to the Company to advance its legitimate interests when the opportunity
to do so arises.





You are
personally responsible and accountable for the proper expenditure of Company
funds, including money spent for travel expenses or for customer
entertainment.  You are also responsible for the proper use of
property over which you have control, including both Company property and funds
and property that customers or others have entrusted to your custody. Company
assets must be used only for proper purposes.





Company
property should not be misused.  Company property may not be sold,
loaned or given away regardless of condition or value, without proper
authorization. Each director, officer and employee should protect our assets and
ensure their efficient use.  Theft, carelessness and waste have a
direct impact on the Company's profitability. Company assets should be used only
for legitimate business purposes.


8


DISCIPLINE
FOR NONCOMPLIANCE WITH THIS CODE





Disciplinary
actions for violations of this Code can include oral or written reprimands,
suspension or termination of employment or a potential civil lawsuit against
you.   The violation of laws, rules or regulations, which can
subject the Company to fines and other penalties, may result in your criminal
prosecution.





DISCLOSURE
POLICIES AND CONTROLS





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 our CEO and principal accounting
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 our
CEO, principal accounting 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.





ENVIRONMENT,
HEALTH AND SAFETY





The
Company is committed to managing and operating our assets in a manner that is
protective of human health and safety and the environment.  It is our
policy to comply, in all material respects, with applicable health, safety and
environmental laws and regulations.  Each employee is also expected to
comply with our policies, programs, standards and procedures.





FILING
OF GOVERNMENT REPORTS





Any
reports or information provided, on our behalf, to federal, state, local or
foreign governments should be true, complete and accurate.  Any
omission, misstatement or lack of attention to detail could result in a
violation of the reporting laws, rules and regulations.


9


FOREIGN
CORRUPT PRACTICES ACT





The
United States Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to foreign government officials or foreign political
candidates in order to obtain, retain or direct business. Accordingly, corporate
funds, property or anything of value may not be, directly or indirectly, offered
or given by you or an agent acting on our behalf, to a foreign official, foreign
political party or official thereof or any candidate for a foreign political
office for the purpose of influencing any act or decision of such foreign person
or inducing such person to use his influence or in order to assist in obtaining
or retaining business for, or directing business to, any person.





You are
also prohibited from offering or paying anything of value to any foreign person
if it is known or there is a reason to know that all or part of such payment
will be used for the above-described prohibited actions.  This
provision includes situations when intermediaries, such as affiliates, or
agents, are used to channel payoffs to foreign officials.





INSIDER
TRADING OR TIPPING





Directors,
officers and employees who are aware of material, non-public information from or
about the Company (an “insider”), are not permitted,
directly or through family members or other persons or entities,
to:





·
            buy
      or sell securities (or derivatives relating to such securities) of the
      Company, or


·
            pass
      on, tip or disclose material, nonpublic information to others outside the
      Company including family and
friends.





Such
buying, selling or trading of securities may be punished by discipline of up to
and including termination of employment; civil actions, resulting in penalties
of up to three times the amount of profit gained or loss avoided by the inside
trade or stock tip, or criminal actions, resulting in fines and jail
time.





Examples
of information that may be considered material, non-public information in some
circumstances are:





·
            undisclosed
      annual, quarterly or monthly financial results, a change in earnings or
      earnings projections, or unexpected or unusual gains or losses in major
      operations;


·
            undisclosed
      negotiations and agreements regarding mergers, concessions, joint
      ventures, acquisitions, divestitures, business combinations or tender
      offers;


·
            undisclosed
      major management changes;


·
            a
      substantial contract award or termination that has not been publicly
      disclosed;


·
            a
      major lawsuit or claim that has not been publicly
    disclosed;


·
            the
      gain or loss of a significant customer or supplier that has not been
      publicly disclosed;


·
            an
      undisclosed filing of a bankruptcy petition by the
  Company;


·
            information
      that is considered confidential;
and


10


·
            any
      other undisclosed information that could affect our stock
      price.





The same
policy also applies to securities issued by another company if you have acquired
material, nonpublic information relating to such company in the course of your
employment or affiliation with the Company.





When
material information has been publicly disclosed, each insider must continue to
refrain from buying or selling the securities in question until the third
business day after the information has been publicly released to allow the
markets time to absorb the information.





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.





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 your supervisor or
our CEO, who may refer you to our legal counsel.





If you
are unclear as to the application of this Intellectual Property Policy or if
questions arise, please consult with your supervisor or our CEO, who may refer
you to our legal counsel.


11


INVESTOR
RELATIONS AND PUBLIC AFFAIRS





It is
very important that the information disseminated about the Company be both
accurate and consistent.  For this reason, all matters relating to the
Company's internal and external communications are handled by our CEO (or, if
retained for such purpose, a public relations consultant).  Our CEO
(or a public relations consultant retained by the Company) is solely responsible
for public communications with stockholders, analysts and other interested
members of the financial community.  Our CEO (or a public relations
consultant retained by the Company) is also solely responsible for our marketing
and advertising activities and communication with employees, the media, local
communities and government officials.  Our CEO serves as the Company's
spokesperson in both routine and crisis situations.





We will
not allow retaliation against an employee for reporting a possible violation of
this Code in good faith.  Retaliation for reporting a federal offense
is illegal under federal law and prohibited under this
Code.  Retaliation for reporting any violation of a law, rule or
regulation or a provision of this Code is prohibited.  Retaliation
will result in discipline, up to and including termination of employment, and
may also result in criminal prosecution.  However, if a reporting
individual was involved in improper activity the individual may be appropriately
disciplined even if he or she was the one who disclosed the matter to the
Company.  In these circumstances, we may consider the conduct of the
reporting individual in reporting the information as a mitigating factor in any
disciplinary decision.





POLITICAL
CONTRIBUTIONS





You must
refrain from making any use of Company, personal or other funds or resources on
behalf of the Company for political or other purposes which are improper or
prohibited by the applicable federal, state, local or foreign laws, rules or
regulations.  Company contributions or expenditures in connection with
election campaigns will be permitted only to the extent allowed by federal,
state, local or foreign election laws, rules and regulations.





You are
encouraged to participate actively in the political process.  We
believe that individual participation is a continuing responsibility of those
who live in a free country.





PROHIBITED
SUBSTANCES





We have
policies prohibiting the use of alcohol, illegal drugs or other prohibited
items, including legal drugs which affect the ability to perform one’s work
duties, while on Company premises.  We also prohibit the possession or
use of alcoholic beverages, firearms, weapons or explosives on our property
unless authorized by our CEO.  You are also prohibited from reporting
to work while under the influence of alcohol or illegal drugs.  We
reserve the right to perform pre-employment and random drug testing on
employees, as permitted by law.


12


RECORD
RETENTION





The
alteration, destruction or falsification of corporate documents or records may
constitute a criminal act.  Destroying or altering documents with the
intent to obstruct a pending or anticipated official government proceeding is a
criminal act and could result in large fines and a prison sentence of up to 20
years.  Document destruction or falsification in other contexts can
result in a violation of the federal securities laws or the obstruction of
justice laws.





REPORTING
VIOLATIONS OF THIS CODE





You
should be alert and sensitive to situations that could result in actions that
might violate federal, state, or local laws or the standards of conduct set
forth in this Code.  If you believe your own conduct or that of a
fellow employee may have violated any such laws or this Code, you have an
obligation to report the matter.





Generally,
you should raise such matters first with an immediate
supervisor.  However, if you are not comfortable bringing the matter
up with your immediate supervisor, or do not believe the supervisor has dealt
with the matter properly, then you should raise the matter with our CEO who may,
if a law, rule or regulation is in question, then refer you to our legal
counsel.  The most important point is that possible violations should
be reported and we support all means of reporting them.





Directors
and officers should report any potential violations of this Code to the chairman
of the Board of Directors or to our legal counsel.





WAIVERS





There
shall be no waiver of any part of this Code for any director or officer except
by a vote of the Board of Directors.  In case a waiver of this Code is
granted to a director or officer, the notice of such waiver shall be posted on
our website within five days of the Board’s vote or shall be otherwise disclosed
as required by applicable law or the rules of any stock exchange or market on
which the Company's securities are listed for trading.  Notices posted
on our website shall remain there for a period of 12 months and shall be
retained in our files as required by law.





CONCLUSION





This Code
is an attempt to point all of us at the Company in the right direction, but no
document can achieve the level of principled compliance that we are
seeking.  In reality, each of us must strive every day to maintain our
awareness of these issues and to comply with the Code’s principles to the best
of our abilities.  Before we take an action, we must always ask
ourselves:





·
            Does
      it feel right?


·
            Is
      this action ethical in every way?


·
            Is
      this action in compliance with the
law?


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·
            Could
      my action create an appearance of
impropriety?


·
            Am
      I trying to fool anyone, including myself, about the propriety of this
      action?





If an
action would elicit the wrong answer to any of these questions, do not take
it.  We cannot expect perfection, but we do expect good
faith.  If you act in bad faith or fail to report illegal or unethical
behavior, then you will be subject to disciplinary procedures.  We
hope that you agree that the best course of action is to be honest, forthright
and loyal at all times.


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