exv10w19



 



EXHIBIT 10.19

GREAT WESTERN LAND AND RECREATION, INC.

CODE OF BUSINESS ETHICS



Great Western and each of its employees and contract managers, must conduct
their affairs with uncompromising honesty and integrity. Business ethics are no
different than personal ethics. The same high standard applies to both. As
Great Western employee you are required to adhere to the highest standards.
You are expected to be honest and ethical in dealing with other Great Western
employees, with clients, vendors and all other third parties. Doing the right
thing means doing it right every time.


Misconduct cannot be excused because it was directed or requested by another.
In this regard, you are expected to alert management whenever an illegal,
dishonest or unethical act is discovered or suspected. You will never be
penalized for reporting your discoveries or suspicions.


The following Code of Business Ethics formally documents our existing policies.
It applies to all officers, directors, employees and contract managers, and
will be rigorously enforced. Anyone who violates the Code is subject to
disciplinary action and possible discharge.


POLICY



Conflicts of Interest must be Avoided. You should not engage in any act that
might result in a conflict (or even the appearance of a conflict) between Great
Western’s interest and your own or another person’s or organization’s
interests. You should also be free from any interest or influence that would
make it difficult to give Great Western your best efforts and undivided
attention. For example, there is a likely conflict of interest if you:



	 	•	 	cause Great Western to engage in business transactions with
relatives or friends other than in the ordinary course of business;
	 
	 	•	 	use nonpublic Great Western, client or vendor information for
personal gain by you, relatives or friends (including securities
transactions based on such information);
	 
	 	•	 	have more than a modest financial interest in Great Western’s
vendors, clients or competitors;
	 
	 	•	 	receive a loan, or guarantee of obligations, from Great Western or
a third party as a result of your position at Great Western; or
	 
	 	•	 	compete, or prepare to compete, with Great Western while still
employed by Great Western.



There are other situations in which a conflict of interest may arise. If you
have concerns about any situation, follow the steps outlined in the Section on
“Reporting Ethical Violations.”


Business Opportunities belong to Great Western. You should not take advantage
or allow others to take advantage of any business opportunity in which Great
Western has (or can


 






 


reasonably be expected to have) an interest. Business opportunities of Great
Western include any opportunity discovered through the use of Company property,
information or position.


Outside Work is Permitted, but with Limitations. You may do a limited amount of
work for outside organizations on your own time if this work does not interfere
in any way with the effective performance of your Great Western job. However,
the other organizations must not have business dealings with or compete with
Great Western and your outside work must not be harmful to Great Western’s
interests or reputation.


Gifts, Bribes and Kickbacks. Other than modest gifts valued at less than $100
given or received in the normal course of business (including travel or
entertainment) or a normal bank loan, neither you nor your relatives may give
gifts to, or receive gifts from, Great Western’s clients and vendors. Other
gifts may be given or accepted only with prior approval of Great Western’s
Chief Executive Officer or its Chief Financial Officer. You must avoid even the
appearance of impropriety in any situation involving a client, vendor or other
organization that currently has (or is likely to have) business dealings with
Great Western. In no event should you put Great Western or yourself in a
position that would be embarrassing if the gift was made public.


Dealing with government employees and contractors is often different than
dealing with private persons. Many governmental bodies strictly prohibit the
receipt of any gratuities by their employees, including meals and
entertainment. You must be aware of and strictly follow these prohibitions.


Anyone who pays or receives bribes or kickbacks will be immediately terminated
and reported, as warranted, to the appropriate authorities. A kickback or bribe
includes any item intended to improperly obtain favorable treatment.


Political Contributions on Behalf
of Great Western are Restricted. No Great
Western funds may be used for making contributions of any kind to any political
organization or candidate or holder of any federal, state or local government
office unless the contributions have been approved by Great Western’s Board of
Directors. As a private citizen you should, if you desire, vote and
participate in governmental activities, but you should not use the name of
Great Western in connection with these activities.


Corporate Assets are Intended for Corporate Purposes. Great Western’s assets
and the services of Great Western’s personnel are intended to be used only for
Great Western’s business purposes. You may not remove, loan, give, sell or
otherwise dispose of any equipment, tools, materials, supplies or other
property owned by Great Western without proper authorization. Employees may
make limited non-business use of Great Western’s electronic communications
systems, provided that such use: (i) is occasional; (ii) does not interfere
with the associate’s professional responsibilities; (iii) does not diminish
productivity; and (iv) does not violate this Code.


Great Western’s Confidential Information must be Protected. You are
responsible for protecting and keeping strictly confidential Great Western’s
business plans, financial documents,


2






 


customer information, and other trade secrets or proprietary information. Do
not communicate this information to outsiders unless you have been authorized
to do so, and do not share this information with other employees except on a
“need-to-know” basis. You should also follow any specific confidentiality
procedures that may be issued from time-to-time. Using confidential
information for your personal benefit or in any way not directly related to
your duties as a Great Western employee is prohibited. Your obligation to keep
this kind of information confidential continues even if you leave Great
Western.


Receipt and use of Trade Secrets and Confidential Information of Others is
Restricted. You may receive and use trade secrets and other confidential
information from an outsider only on the basis of a written understanding that
has been reached with the outsider that the information need not be treated as
confidential or as otherwise specified in a written understanding approved by
Great Western’s Chief Financial Officer. You should also keep confidential the
trade secrets and confidential information of your former employer.


Our Actions in the Marketplace will
be Lawful, Ethical and Fair. You have an
obligation to protect Great Western’s relations with its customers and
suppliers by acting lawfully, ethically and fairly. Aggressive selling should
not include misstatements, innuendo or rumors about our competition or their
products and financial condition. Do not make unsupportable promises concerning
Great Western’s products. Any questions about what action is required in any
particular situation in order to meet this standard should be referred to your
immediate supervisor or, if appropriate, Great Western’s Chief Financial
Officer or another officer of the Company.


Company Records must be Properly
Maintained. You should not create (or fail to
create or destroy) any Great Western records, including expense reports, in
order to falsify or obscure the true nature of any payment, transaction or
other activity. In no case may documents involved in a pending or threatened
litigation, government inquiry or under subpoena or other information request,
be discarded or destroyed. In addition, you may never destroy, alter, or
conceal, with an improper purpose, any record or otherwise impede any official
proceeding, either personally, in conjunction with, or by attempting to
influence, another person.


Applicable Laws and Regulations will be Respected. You must abide by all
applicable laws and regulations, including insider trading laws and Regulation
FD (fair disclosure). If you have any questions concerning the application or
interpretation of laws and regulations that may relate to your business
activities, consult Great Western’s Chief Financial Officer. Because of the
complexity of certain types of laws, such as those relating to employment and
insider trading, Great Western has developed specific policies for such areas.
Here again, you should consult Great Western’s Chief Financial Officer should
you have any questions.


Waivers. The Code of Business Ethics applies to all Great Western officers,
employees and members of the Board of Directors. There shall be no waiver of
any part of the Code, except by a vote of the Board of Directors or a
designated committee, which will ascertain whether a waiver is appropriate and
ensure that the waiver is accompanied by appropriate controls designed to
protect Great Western.


Reporting Violations and Requesting
Clarifications. You are encouraged to
report violations


3






 


of laws, rules, regulations or this Code to your immediate supervisor or, if
this is not feasible or you feel your concerns have not been resolved, to Great
Western’s Chief Financial Officer or another officer of the Company. It is our
policy not to retaliate for any reports made in good faith.


You may also report concerns regarding the matters addressed in this policy or
any questionable accounting or auditing matters with respect to Great Western
on a confidential and anonymous basis by sending a detailed note, with relevant
documents, directly to the Outside (non-employee) Directors of Great Western’s
Board of Directors, c/o Dan Tracy, 88 Wood Pond Road, West Hartford, CT
06107-3541. Your calls, detailed notes and/or emails will be dealt with
confidentially. You have the commitment of Great Western and of the members of
Great Western’s Board of Directors that you will be protected from retaliation.


Refer any Questions to Management. No set of ethical guidelines can cover
every situation that might arise. If you have any questions or concerns about
the ethical propriety of any actions you have taken or may be about to take,
you should seek clarification. If you have any questions or concerns regarding
this Code or any matter covered by this Code, you should contact Great
Western’s Chief Financial Officer or another officer of the Company.


The Board of Directors will have final responsibility for the interpretation
and administration of the Code. Only the Board of Directors (or a committee of
the Board) may grant waivers of any of the provisions of this Code. Protection
of our reputation for integrity and honesty, and for acting in good faith in
all of our dealings requires the continuous efforts of each of us in all of our
business activities.


CONCLUSION



In the final analysis you are the guardian of Great Western’s ethics. While
there are no universal rules, when in doubt ask yourself:



	 	•	 	Will my actions be ethical in every respect and fully comply with
the law and with Great Western’s policies?
	 
	 	•	 	Will my actions have the appearance of impropriety?
	 
	 	•	 	Will my actions be questioned by my supervisors, associates,
clients, family and the general public?
	 
	 	•	 	Am I trying to fool anyone, including myself, as to the propriety
of my actions?



If you are uncomfortable with your answer to any of the above, you should not
take the contemplated actions without first discussing them with your local
management. If you are still uncomfortable, please follow the steps outlined
above in the Section on “Reporting Violations.”


Anyone who ignores or violates any of Great Western’s ethical standards, and
any manager who penalizes a subordinate for trying to follow these ethical
standards, will be subject to corrective action, including immediate dismissal.
However, it is not the threat of discipline that should govern your actions. We
hope you share our belief that a dedicated commitment to ethical behavior is
not only the right thing to do, but it is also good business.


4






 


CONFIDENTIAL



GREAT WESTERN LAND AND RECREATION, INC.

CODE OF BUSINESS ETHICS

NEW EMPLOYEE CERTIFICATION



I hereby certify to Great Western Land and Recreation, Inc. as follows:



	 	•	 	I have received and read a copy of the Great Western Land and
Recreation, Inc. Code of Business Ethics (the “Code”).
	 
	 	•	 	Any questions I may have had about the meaning of any provisions of
the Code have been answered to my satisfaction.
	 
	 	•	 	I understand the importance of complying with the provisions of the
Code, and I will comply with such provisions in the future, including
the requirement to disclose to Great Western possible violations as I
discover them.





	 	 	 	 	 
	 	 	 	 	 
	Dated:                    .	

	 	 	 	 	(Signature)
	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	(Print Your Name)



 






 



CONFIDENTIAL




	 	 	 
	 	 	
BY                     , 2003,

DETACH POLICY STATEMENT

AND RETURN THIS PAGE TO

RON O’CONNOR



GREAT WESTERN LAND AND RECREATION, INC.

CODE OF BUSINESS ETHICS

2003 EMPLOYEE CERTIFICATION



I hereby certify to Great Western Corporation as follows:



	 	•	 	I have received and will retain a copy of the Great Western Land
and Recreation, Inc. Code of Business Ethics (the “Code”) that was
attached to this Certification.
	 
	 	•	 	Any questions I may have had about the meaning of any provisions of
the Code have been answered to my satisfaction.
	 
	 	•	 	I understand the importance of complying with the provisions of the
Code, and I will comply with such provisions in the future, including
the requirement to disclose to Great Western possible violations as I
discover them.





	 	 	 	 	 
	 	 	 	 	 
	Dated:	

	 	 	 	 	(Signature)
	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	(Print Your Name)



 






 



GREAT WESTERN LAND AND RECREATION, INC.

SUPPLEMENTAL CODE OF ETHICS

FOR SENIOR OFFICERS



This Supplemental Code of Ethics applies to senior officers of Great Western
Land and Recreation, Inc. and is a supplement to the Great Western Land and
Recreation, Inc. Code of Business. Senior officers subject to this
Supplemental Code of Ethics consist of Great Western’s Board of Directors, its
principal executive officer, principal financial officer and controller or
principal accounting officer, or persons performing similar functions.


Duties of Honesty and Integrity. Your conduct in the performance of your
duties for Great Western must be honest and ethical, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional interests. You may not engage in any act that might result in a
conflict (or even the appearance of a conflict) between Great Western’s
interest and your own or another person’s or organization’s interests. If you
are aware of any transaction or relationship that reasonably could be expected
to give rise to such a conflict, you should promptly notify the Audit Committee
or Great Western’s legal counsel.


Full Disclosure in SEC Reports. You are responsible to promote and oversee
systems and procedures reasonably designed to facilitate Great Western’s
ability to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that Great Western files with, or submits to, the SEC
and in other public communications made by Great Western.


Improper Influence on Audits is Prohibited. You may not take or facilitate any
action to fraudulently influence, coerce, manipulate or mislead Great Western’s
independent auditors for the purpose of rendering the Great Western’s financial
statements materially misleading.


Compliance with Rules and Regulations. You must comply with all applicable
laws and regulations, including federal securities laws and regulations. If
you have any questions regarding the application or interpretation of any such
laws or regulations, you should consult with Great Western’s legal counsel.


Promote Ethical Behavior. You should actively promote honest and ethical
behavior both within and outside of Great Western.


Reporting of Illegal or Unethical Behavior. You must promptly report any
violations of laws, rules, regulations or the Great Western Code of Ethics to
Great Western’s Chief Financial Officer or another officer of the Company. If
you receive any report of such a violation, you should appropriately and
diligently address the matter, including, if appropriate, consulting with the
Audit Committee or Great Western’s legal counsel.


 






 


GREAT WESTERN LAND AND RECREATION, INC.

SUPPLEMENTAL CODE OF ETHICS FOR SENIOR OFFICERS

2003 EMPLOYEE CERTIFICATION



I hereby certify to Great Western Corporation as follows:



	 	•	 	I have received and will retain a copy of the Great Western Land and
Recreation, Inc. Supplemental Code of Ethics for Senior Officers (the
“Code”) that was attached to this Certification.
	 
	 	•	 	Any questions I may have had about the meaning of any provisions of
the Code have been answered to my satisfaction.
	 
	 	•	 	I understand the importance of complying with the provisions of the
Code, and I will comply with such provisions in the future, including
the requirement to disclose to Great Western possible violations as I
discover them.





	 	 	 	 	 
	 	 	 	 	 
	Dated:	

	 	 	 	 	(Signature)
	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	(Print Your Name)



1