Exhibit
14.1





CODE
OF BUSINESS ETHICS





Contents





1.
            Fundamental
      Principles





2.
            Responsibilities
      to CLICKERA.
            Opportunity
      is for everyoneB.
            Confidential
      informationC.
            Public
      communicationsD.
            Mail
      and electronic communication systemsE.
            Conflicts
      of interestF.
            It’s
      a matter of record





3.
            Responsibilities
      to OthersA.
            Putting
      the customer firstB.
            Quality
      in all we doC.
            Using
      CLICKER and third-party copyrighted materialD.
            Environmental
      health and safety





4.
            Responsibilities
      to the PublicA.
            Buying
      and selling CLICKER stockB.
            Meeting
      export requirementsC.
            Dealing
      with government contracts and other government
  requirementsD.
            Political
      contributions and activitiesE.
            Trade
      practices





5.
            Compliance
      and ConsequencesA.
            Being
      vigilantB.
            CLICKER
      complianceC.
            ConsequencesD.
            CLICKER
      Ethics Policy





1.
Fundamental Principles





Underlying
the way we do business at Clicker Inc.(“CLICKER”) is one fundamental principle:
use good judgment. To give a context for using good judgment, set forth below
are some of the basic legal and ethical parameters under which CLICKER operates.
CLICKER is a publicly held company, and as such, has a responsibility to its
shareholders to pay constant attention to all legal and ethical boundaries and
to comply with all applicable laws. CLICKER has the same obligation to the
communities in which it does business and to the customers with whom it does
business.





Although
no two situations are alike, CLICKER aims for consistency and balance when
encountering any ethical issues. At the same time, CLICKER understands that each
employee is responsible for his or her own actions. No one will be excused for
misconduct directed or requested by someone else. Part of your job and ethical
responsibility is to help enforce these ethics guidelines. You should be alert
to possible violations and report possible violations to the Human Resources
Department or CLICKER’s management. You must cooperate in any internal or
external investigations of possible violations. Reprisals, threats, retribution
or retaliation against any person who has in good faith reported a violation or
a suspected violation of law, these ethics guidelines or other CLICKER policies,
or against any person who is assisting in any investigation or process with
respect to such a violation, is prohibited.




1





CLICKER
employees are expected to refer to CLICKER’s Employee Handbook for specific
internal policies and procedures for implementing the general principles set
forth below.





The way
CLICKER does business centers on six simple general standards:





·
            CLICKER
      expects its employees, including those of its subsidiaries worldwide, and
      third parties with whom CLICKER does business, to maintain the highest
      standards of business conduct.·
            CLICKER
      expects its employees to be totally honest and ethical in all CLICKER
      business dealings.·
            CLICKER
      expects its employees to avoid situations where a conflict of interest
      might occur or appear to occur.·
            CLICKER
      expects its employees to respect the confidentiality of CLICKER
      information and the information of third parties, including our customers
      and our vendors.·
            CLICKER
      conducts its business in accordance with all applicable laws and rules,
      and in such a way as to attain the highest standards of corporate
      citizenship, and expects the same of those with whom we do
      business.·
            CLICKER
      conducts its business so that the communities in which we operate are
      benefited by our presence.





CLICKER
may take action against any employee, independent contractor, consultant, or
other party whose actions violate CLICKER’s standards, policies, or guidelines.
Such disciplinary action may include termination of employment or other working
relationship, and may subject the person or party to civil and criminal
sanctions.





2.
Responsibilities to CLICKER





A.
            Opportunity
      is for everyone





CLICKER
encourages a creative, culturally diverse, and supportive work environment.
CLICKER will not tolerate discrimination, harassment, slurs, jokes or threats
based on a person’s race, color, sex, sexual orientation, gender identity
characteristics or expression, religion, national origin, age, marital status,
disability, or veteran status. This applies to employees, applicants for
employment, or others who may be present in the workplace at any CLICKER
location.





Any
CLICKER employee who believes he or she has been discriminated against or
harassed, or has witnessed such action, is strongly encouraged to report the
incident to any member of the Human Resources Department or to any
manager.





B.
            Confidential
      information





CLICKER’s
success is a direct result of its technologically innovative products. The
company’s continued success and growth depends on our ability to preserve the
confidentiality of our confidential, proprietary and trade secret information,
as well as that of others in our possession. Each CLICKER employee has the duty
to respect and protect the confidentiality of all such information. Employees
(including temporary workers, consultants, independent contractors and members
of the Board of Directors) are expected to read and to comply with CLICKER’s
information protection practices, including information classification, and
procedures for handling confidential information.





Employees
must also comply with CLICKER’s policies with respect to personal information of
our employees and customers, in addition to complying with all applicable laws
governing CLICKER’s use of such personal information, worldwide.





No
CLICKER employee, employee of a temporary agency, or independent contractor
shall disclose any CLICKER confidential, proprietary, or trade secret
information to an outside party unless an authorized CLICKER representative has
previously signed an appropriate agreement or license approved by CLICKER’s
management. No CLICKER employee, employee of a temporary agency, or independent
contractor shall use or disclose to any other party any confidential,
proprietary, and trade secret information in CLICKER’s possession belonging to a
third party unless authorized by the third party to do so, and until the party
receiving the information has signed an appropriate confidentiality agreement
with CLICKER.





To
protect CLICKER’s interests in its research and development investment, any
unsolicited third-party confidential information sent to CLICKER must be refused
or, if inadvertently received by an CLICKER employee, sent to CLICKER’s
management for appropriate disposition. Employees must be careful not to use or
disclose, at CLICKER, information of former employers or other third
parties.




2





C.
            Public
      communications





CLICKER
has specific policies regarding who can communicate information to the press and
the financial analyst community. All inquiries or calls from the press and
financial analysts should be referred to the management of the company. CLICKER
has designated its CEO, CFO and Secretary and as official CLICKER spokespeople
for financial matters. CLICKER has designated these officers as official CLICKER
spokespeople for marketing, technical and other such information. Unless
authorized by the CEO, these designees are the only people who may communicate
with the press and financial analysts.





D.    
Use of CLICKER equipment and electronic systems and communications





CLICKER
equipment, networks and electronic systems (such as Internet access, voicemail,
e-mail, instant messaging and CLICKER) are provided to help employees perform
their duties while supporting CLICKER’s business needs, and are for CLICKER
business use. CLICKER equipment, networks and electronic systems should be used
only for CLICKER business-related purposes; incidental personal use is permitted
on a limited basis. Use of CLICKER-owned equipment for non-CLICKER commercial
use is prohibited.





CLICKER
equipment, networks, mail and electronic systems are provided for use in
conducting CLICKER business, so there should be no expectation of privacy in
files, voicemail, e-mail or Internet use. Management may at any time review and
monitor any CLICKER equipment, networks, mail or electronic systems, whether
used for business or personal purposes, unless and to the extent that such
review and monitoring is otherwise prohibited or limited by applicable
law.





E.   
 Conflicts of interest





Conflicts
of interest can compromise an employee’s business ethics. At CLICKER, a conflict
of interest is any activity that is inconsistent with or opposed to CLICKER’s
best interests, or that gives the appearance of impropriety. The way to identify
a conflict is to decide whether there is potential for even the appearance of
divided loyalty on the part of the CLICKER employee.





Common
areas where conflicts of interest may occur are described below. Although these
focus on employees, activities of employees’ family members, household members
and other third parties in significant relationships with employees should also
be examined for any circumstances which may give rise to a conflict of interest,
impropriety, or ethical or legal risks, whether real or perceived, for CLICKER
or the CLICKER employee (examples of significant relationships include domestic
partners, dating relationships, and business partnerships outside of
CLICKER).





Payments to or from third
parties. All CLICKER employees must pay for and receive only that which
is proper. CLICKER will make no payments or promises to influence another’s acts
or decisions, and the company will give no gifts beyond those extended in normal
business dealings. At a minimum, CLICKER will observe all government
restrictions on gifts and entertainment.





Interests in other
businesses. CLICKER employees must avoid any direct or indirect financial
or other relationship that could cause divided loyalty. This type of
relationship could include, for example, membership on the board of directors of
an outside commercial or nonprofit enterprise. CLICKER employees must receive
written permission from _______________ before beginning any employment,
business, consulting, financial, or other relationship with another company if
the proposed activity is in CLICKER’s present or reasonably anticipated future
business; uses any CLICKER or third-party confidential, proprietary, or trade
secret information; or relates to the services performed by the employee on
behalf of CLICKER. This does not mean, however, that family members are
precluded from being employed by one of CLICKER’s customers, competitors, or
suppliers.





Corporate opportunities.
CLICKER employees must not exploit for their own personal gain opportunities
that are discovered through the use of CLICKER property, information, or
position unless the opportunity is disclosed fully in writing to CLICKER’s Board
of Directors and the Board of Directors declines to pursue the
opportunity.




3





Projects or inventions.
Before beginning work on any project or invention, outside the course and scope
of an employee’s work for CLICKER, that will involve any CLICKER time,
equipment, or materials, or that relates to CLICKER’s present or reasonably
anticipated future business, CLICKER employees must receive the written
permission of the CLICKER Senior Vice President for their
organization.





Investments. Passive
investments of not more than one percent of total outstanding shares of
companies listed on a national or international securities exchange, or quoted
daily by NASDAQ or any other board, are permitted without CLICKER’s approval,
provided the investment is not so large that it creates the appearance of a
conflict of interest, and provided it does not involve the improper use of
confidential or proprietary information.





Market Intelligence. Though
market intelligence is important, only authorized CLICKER employees should
obtain it, and only in straightforward ways. CLICKER and its employees must
never accept or use information otherwise presented. CLICKER employees may not
contact competitors for market intelligence.





Family. CLICKER employees
should avoid conducting CLICKER business with members of their families (and
others with whom they have significant relationships) in another company or
business, unless they have prior written permission from the CLICKER Senior Vice
President for their organization. CLICKER employees must avoid a direct
reporting relationship within CLICKER with any member of their family or others
with whom they have a significant relationship. CLICKER employees must also
avoid any direct or indirect financial, business, consulting, or other
relationships that could cause divided loyalty, unless the employee has first
obtained written permission from the CLICKER Senior Vice President for his or
her organization.





Tips, gifts, and entertainment.CLICKER employees must not give or receive valuable gifts, including
gifts of equipment or money, discounts, or favored personal treatment, to or
from any person associated with CLICKER’s vendors or customers. Such gifts
(including advertising novelties, favors, and entertainment) are allowed only
when the following conditions are met:





·
            They
      are consistent with our business practices.·
            They
      are of limited value (US $100 or less).·
            They
      do not violate any applicable law.·
            Public
      disclosure would not embarrass CLICKER.·
            They
      are not given to any government personnel (see the “Dealing with
      government contracts” section,
below).





This is
not intended to preclude CLICKER from receiving or evaluating appropriate
complimentary products and services. It is al so not intended to preclude
CLICKER from making a gift of equipment to a company or an organization,
provided that the gift is given openly, with full knowledge by the company or
organization, and is consistent with applicable law and CLICKER’s business
interests. It is also not intended to preclude CLICKER’s attendance at social
functions, provided such attendance is approved by management and does not
present a conflict of interest or the appearance of a conflict of
interest.





In some
circumstances, local custom in countries other than the United States may call
for the exchange of gifts having more than nominal value as part of a business
relationship. In these situations, gifts may be given or received only if they
comply with written guidelines that have been approved by CLICKER’s managing
director for the country. Such gifts may be accepted only on behalf of CLICKER
(not an individual) and must be turned over to the Human Resources Department
for appropriate disposition, in all cases, the exchange of gifts must be
conducted so there is no appearance of impropriety.





No
“kickbacks” of any type may be given to any customer’s or vendor’s employees or
representatives, No kickback of any type may be received by any CLICKER
employee, particularly those involved in any CLICKER business transaction,
including purchasing goods or services for CLICKER.




4





Outside vendors (including temporary
agencies and contractors). When dealing with any outside vendors or
potential vendors, CLICKER employees must maintain the highest ethical
standards. Only arm’s - length transactions should be conducted. Employees of
outside vendors are also expected to maintain the highest ethical standards,
including maintaining the confidentiality of any CLICKER and third-party
information that they receive.





Honoraria. Speaking at
events, when it is determined to be in CLICKER’s best interests, is considered
part of an employee’s normal j ob responsibilities. Because employees will be
compensated by CLICKER for most or all of their time spent preparing for,
attending, and delivering presentations approved by management, employees should
not request or negotiate a fee or receive any form of compensation from the
organization that requested the speech, unless the employee first receives
express written authorization from the CLICKER President for his or her
organization.





These
examples above do not list all possible conflicts, but do illustrate some of the
conflicts of interest CLICKER employees must avoid. Ultimately, it is the
responsibility of each individual to avoid any situation that would even appear
to be a conflict of interest or to be improper. Each employee should feel free
to discuss any potential conflict of interest situations with his or her manager
or Human Resources.





F.   
 It’s a matter of record





Records
count. They are a vital part of maintaining a high level of ethical business
transactions. CLICKER records must be maintained and disposed of properly, in
accord with established procedures and CLICKER policies. All business and
accounting transactions must be fully and accurately described in CLICKER’s
formal records, and payments on CLICKER’s behalf should never be made other than
as described in the records. At CLICKER, there is never any reason for false or
misleading entries, and there is no place for undisclosed or unrecorded funds,
payments, or receipts.





CLICKER
is required by local, state, federal, foreign and other applicable laws, rules
and regulations to retain certain records and to follow specific guidelines in
managing its records. Civil and criminal penalties for failure to comply with
these guidelines can be severe for CLICKER and its employees, agents and
contractors, and failure to comply with these guidelines may subject an
employee, agent or contractor to disciplinary action, up to and including
termination of employment or business relationship at CLICKER’s sole
discretion.





A “legal
hold” suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or
government investigations. CLICKER’s management determines and identifies what
types of records or documents are required to be placed under a legal hold.
Every CLICKER employee, agent and contractor must comply with this policy.
Failure to comply with this policy may subject the employee, agent or contractor
to disciplinary action, up to and including termination of employment or
business relationship at CLICKER’s sole discretion. CLICKER will notify you if a
legal hold is placed on records for which you are responsible. You then must
preserve and protect the necessary records in accordance with instructions from
CLICKER. RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL
HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal
hold remains effective until it is officially released in writing by CLICKER. If
you are unsure whether a document has been placed under a legal hold, you should
preserve and protect that document while you check with CLICKER. If you have any
questions about this policy you should contact CLICKER.





All
CLICKER bank accounts that are to be established must be approved and
established by CLICKER’s Treasurer. All payments must be made by recorded and
traceable methods: checks (correctly dated), bank drafts, or bank transfers. No
payments shall be made in cash, except petty cash reimbursements.




5





3.
Responsibilities to Others





A.
Putting the customer first





CLICKER
creates, manufactures, and markets computing products so people can use them to
make their lives better. CLICKER strives to understand our customers’ needs, to
provide customers with the tools and skills to enhance their use of CLICKER
products, and to be courteous and instructive.





B.
Quality in all we do





There is
no upper limit on the quality of the products and services that we want to
provide. Employees should at all times strive for the highest quality in all
they do. No employee shall knowingly misrepresent in any way the condition of
any products. Testing must be done in a manner that verifies that products are
being designed and manufactured to meet all appropriate quality criteria.
Accurate documentation of all tests must be appropriately
maintained.





C. Using
CLICKER and third-party copyrighted material





Unauthorized
duplication of copyrighted computer software and other copyrighted materials
violates the law and is contrary to CLICKER’s standards of conduct. CLICKER will
not tolerate the making or use of unauthorized copies under any circumstances
and will comply with the law and all license or purchase terms regulating the
use of any software and other copyrighted materials we acquire or
use.





D.
Environmental health and safety





At
CLICKER, meeting the challenges of rapidly expanding and changing technology
means more than making the finest products. We strive to produce those products
in a manner that conserves the environment and protects the safety and health of
our employees, our customers, and the community.





To
accomplish these objectives, CLICKER will:





·
            Comply
      with applicable environmental, health, and safety laws and regulations in
      those countries in which we do business.·
            Adopt
      our own corporate standards for protection of human health and the
      environment.·
            Provide
      a safe work environment by integrating a comprehensive program of safety
      training and evaluation.·
            Strive
      to anticipate future environmental, health, and safety risks and
      regulatory requirements, and have a proactive approach to dealing with
      them whenever appropriate.





We
believe that a comprehensive environmental health and safety program is an
essential component of our forward-looking business approach. Our goal of
providing a safe work environment depends on a conscientious effort and
commitment to excellence from all CLICKER employees.





4.
Responsibilities to the Public





A. Buying
and selling CLICKER stock





CLICKER’s
Insider Trading Policy prohibits CLICKER employees from making transactions
(i.e. buying or selling) in CLICKER stock, including options and derivatives
like puts and calls, at any time when the employee may possess material
information about CLICKER that has not been publicly disclosed. United States
securities laws dictate this policy, and it applies to all executive officers,
members of the Board of Directors, employees, consultants and contractors,
including members of their immediate families, and members of their households,
who receive or have access to material nonpublic information regarding
CLICKER.





In
addition, members of CLICKER’s Board of Directors, executive officers and other
individuals with access to material nonpublic information are subject to
additional restrictions on the trading of stock. including mandatory “blackout
periods” during which they may not engage in any CLICKER securities
transactions.




6





CLICKER
employees should review CLICKER’s Insider Trading Policy for more information,
and to determine if they are restricted from trading during blackout periods. A
copy of this policy is available to CLICKER employees [on the Company’s website]
or may be requested from CLICKER. We strongly urge all CLICKER employees to read
the Insider Trading Policy, paying particular attention to the specific policies
and the potential criminal and civil liability and/or disciplinary action for
insider trading violations which may include termination of employment. Any
questions about buying or selling CLICKER stock should be directed to the
management of the Company.





B.
Meeting export requirements





Export
laws that control commodities that various governments consider to be
strategically important, usually because the information and products have the
potential to be used for military purposes, regulate most of CLICKER’s
confidential information and products. Compliance with export controls is
critical to maintaining our good reputation in the international business
community. All CLICKER employees, temporary employees, independent contractors
and business partners must comply with CLICKER’s policies when exporting CLICKER
products, working with technical data, traveling overseas, developing new
products, and exporting third-party products.





C.
Dealing with government contracts and other government requirements





Special
requirements may apply when contracting with any government body (including
national, state, provincial, municipal, or other similar government divisions in
local jurisdictions). CLICKER employees are expected to read and to comply with
all applicable CLICKER policies and laws relating to our dealings with
governmental bodies.





Disclosure and certification
requirements. In addition to CLICKER’s own general high standards imposed
on all CLICKER employees, government agencies often place special disclosure and
certification requirements on firms with which they do business. These
requirements impose on CLICKER employees the need to be especially vigilant to
ensure that our general business practices conform to special government
pricing, contracting, and certification requirements” In certain situations, for
example, CLICKER may have to certify that it is supplying the government with
its lowest price charged to our commercial customers. CLICKER may also have to
certify that its prices have been arrived at independently, that is, without any
collaboration with a third party. CLICKER depends on all of its employees to
make sure that these and other promises to the government are satisfied. Any
doubts about such matters should be brought to the attention of CLICKER’s
management.





Employment of former government
employees. CLICKER is committed to observing all laws limiting the duties
and types of services that former government and military employees may perform
as CLICKER employees or as consultants to CLICKER. In the United States, for
example, laws and regulations prohibit employment negotiations with any
government employee while he or she is participating in a matter involving
CLICKER’s interest. They also prohibit a former government employee from acting
on behalf of CLICKER in a matter in which he or she participated substantially
while employed by the government. State and local employees are often subject to
similar limitations. Retired military officers have additional restrictions on
their dealings with their former service. All questions in this area should be
directed to CLICKER’s management.





Gratuities for government
officials In additional to the limitations that exist on CLICKER
employees when giving or receiving any tips, gifts, and entertainment in the
context of CLICKER business generally, additional considerations may apply when
dealing with government personnel and their representatives.





Governments
have wrestled with determining when a gift or gratuity is a “bribe” or merely a
“courtesy”. As a result, in many instances government regulations prohibit
giving what might seem like a simple courtesy to a governmental employee. For
example, the regulations of various United States government bodies prohibit
employees of contractor firms (firms doing business with the government in the
U.S., or a subcontractor to those firms) from providing meals, refreshments,
entertainment, token gifts, or other business courtesies to government employees
or military personnel. Even if a particular country does not prohibit the above
activities, the U.S. Foreign Corrupt Practices Act places restrictions on
American companies, and their local subsidiaries, doing business with
governmental agencies outside of the United States.




7





There are
some exceptions, though. For example, in many countries, but not the United
States, it is considered common courtesy to provide small gifts on certain
occasions to government officials. Within limits appropriate to the country,
such gifts may be permissible (see the discussion of the Foreign Corrupt
Practices Act, below). Also, serving lunch to participants (including government
officials) in a business conference held on CLICKER premises is often not
prohibited, if the purpose is to make the best use of CLICKER’s time and that of
any government employee. Seeking advice from the government employee in advance
may help to avoid embarrassment and protect the interest of CLICKER employees.
In other words, CLICKER employees-before offering even the most common amenities
of this sort-should check with the government employee. If circumstances
warrant, employees should check with CLICKER’s management to see if offering the
courtesy is permissible in order to avoid situations that are potentially
embarrassing or, possibly, illegal.





Kickbacks, bribes and the Foreign
Corrupt Practices Act. Kickbacks and bribes to obtain business are
against CLICKER’s business practices. They are also against the law in almost
every country in the world. The U.S. Foreign Corrupt Practices Act makes it
illegal for a United States citizen, a U.S. company and its U.S. and non-U.S.
subsidiaries, and in some instances non-U.S. nationals, to offer or to give
anything of value, directly or indirectly, to a foreign government official in
order to gain or retain business or to obtain an unfair competitive advantage
over competitors. Numerous countries have either passed similar laws or have
committed to do so.





CLICKER
employees may not, directly or indirectly, offer or give any payment or other
gift (including equipment) that could even appear to be a bribe, kickback,
payoff; or other irregular type of payment to a foreign government official to
influence an official act or decision. More specifically, CLICKER employees may
not make payments or give anything of value to foreign officials or their
representatives for the purpose of gaining or maintaining business or gaining an
improper advantage.





These
prohibitions apply to giving something to a third party, such as an agent,
reseller or lobbyist, with the intention that they give it to a foreign official
or with the reasonable belief that the third party will do so. Before retaining
third parties to represent CLICKER in any business relationships with a
government agency, a thorough and careful analysis of their ownership structure
and business reputation in their relationship with the government agencies and
officials must be undertaken.





To
protect CLICKER and its employees, employees must check in advance with
CLICKER’s management before giving, directly or indirectly, anything of value to
government officials or their representatives.





Facilitating payments
exceptions. Payments that are customary in a foreign country and that are
necessary to facilitate or expedite ministerial actions ordinarily performed by
foreign officials-such as obtaining routine permits or licenses; processing
visas and work permits; or receiving customs, police, mail, and inspection
services-are not prohibited by the U.S. Foreign Corrupt Practices Act. In the
United States, facilitating payments are neither customary nor legal, and are
not allowed by CLICKER’s policy. Further, it is not generally CLICKER’s policy
to favor facilitating payments outside the U.S., even though legally permitted
by U.S. laws. Therefore, all such facilitating payments outside the U.S. in
excess of US $100 require prior approval by CLICKER’s management, except in
exigent circumstances. In all cases, such payments must be accurately recorded
in expense reports and in CLICKER’s books and records.





D.
Political contributions and activities





Corporate
contributions to political causes are illegal in many jurisdictions and
electoral processes. In those cases, no CLICKER assets-including employee work
time, use of CLICKER premises or equipment-may be contributed to any political
candidate, party, or campaign. Even in those cases when political contributions
are legal, no company contributions shall be made without permission from
CLICKER’s management. CLICKER employees may participate in any political
activities of their choice on an individual basis, with their own money, and on
their own personal time, subject to all applicable laws and provided that their
activities otherwise comply with CLICKER policies.




8





E. Trade
practices





The
economy of the United States, and of most nations in which CLICKER does
business, is based on the principle that competition and profit will produce
high-quality goods at fair prices. To ensure that this principle is allowed to
thrive in the marketplace, most countries have laws prohibiting certain business
practices that could inhibit the competitive process. CLICKER supports these
laws not only because they are the law, but also because we believe in the free
market and the idea that healthy competition is essential to our long-term
success. CLICKER employees should keep these thoughts in mind while performing
their jobs, because the penalties for violations can be very serious-both to
CLICKER and to the individual.





Customers. Generally, CLICKER
may choose the parties with which it wants to do business. CLICKER employees
should follow established procedures to respond to persons and parties seeking a
business relationship with CLICKER, and should treat all applicants with dignity
and respect. CLICKER may not agree with other companies, whether they are
competitors or not, to refrain from doing business with a particular buyer or
vendor. CLICKER must make such decisions independently and without collaboration
with third parties. In certain countries, CLICKER may not condition the sale of
one product to a customer on a commitment by the customer that it will purchase
a second product.





Competitors. CLICKER must be
especially careful when dealing with competitors. For example, agreements with
competitors that affect product or service pricing or output, or allocate
customers or sales territories, are prohibited, because they are counter to the
principle of free competition, and often illegal under applicable law. CLICKER
employees must not discuss these topics with competitors, because there is no
way to legally justify any understanding that might be reached that limits our
competition with such companies. Also, CLICKER employees must not discuss terms
of sale, costs, inventories, product plans, or any other confidential or
proprietary information with a competitor. In some cases, the law may also view
our resellers as our competitors when we are actually competing for the same
types of customers in the marketplace.





Role of CLICKER’s Counsel.
Whether they are termed antitrust, competition, or free trade laws, the rules
are designed to keep the marketplace thriving and competitive. The foregoing is
merely a brief overview of the many laws applicable to our business activities
in the marketplace. Understanding and applying these laws to our business
activities requires the involvement of CLICKER’s lawyers. CLICKER is committed
to compliance, and the consequences of violations--or even the appearance of
violations--can be severe for the company and individuals. If you have any
questions or issues about these rules as they apply to CLICKER business
activities, contact CLICKER’s lawyers for assistance.





5.
Compliance and Consequences





A. Being
vigilant





It is
essential that all employees be sensitive to possible violations of CLICKER’s
business ethics-whether these violations occur in dealings with the government
or the private sector, and whether they occur because of oversight or intention.
Any CLICKER employee who has knowledge of possible violations must notify his or
her manager or the Human Resources Department, as appropriate.





To assist
employees in the day-to-day protection of CLICKER’s business, below is a list of
some areas where violations of ethics policies, practices, and principles could
occur.




9





Danger
areas





Improper
or excessive payments of any of the following:





·
            Consulting
      fees·
            Public
      relations fees·
            Advertising
      fees·
            Legal
      fees·
            Agents’
      fees·
            Commissions·
            Insurance
      premiums·
            Other
      professional fees·
            Expense
      reports·
            Employee
      bonuses or compensation arrangements·
            Employee
      loans·
            Miscellaneous
      expenses·
            Nondeductible
      expenses·
            Director
      and officer payments





In
addition, violations of ethics policies, practices, and principles may often
occur during the following situations:





·
            Questionable
      payments to agents, consultants, or professionals whose backgrounds have
      not been adequately investigated, who do not have signed contracts or
      letters of engagement, or whose association with CLICKER would be
      embarrassing if exposed.·
            Payroll-related
      expenditures, bonuses, awards, and non-cash gifts given to or by CLICKER
      employees without proper approval and adequate
    documentation.·
            Payments
      made in cash.·
            Checks
      drawn payable to “Cash” or “Bearer”.·
            Transfers
      to or deposits in the bank account of an individual, rather than in the
      account or the company with which CLICKER is doing
    business.·
            Bank
      accounts or property titles not in CLICKER’s name.·
            Billings
      made higher or lower than normal prices or fees, at a customer’s
      request.·
            Payments
      made for any purpose other than that described in supporting
      documents.·
            Payments
      made to employees of customers or agencies through intermediary persons or
      organizations, or that seem to deviate from normal business
      transactions.·
            Any
      large, abnormal, unexplained or individually approved contracts or
      expenditures made without review of supporting documentation. Specific
      attention should also be given to large individual
  gifts.·
            Unusual
      transactions occurring with nonfunctional, inactive, or shell
      subsidiaries.·
            Undisclosed
      or unrecorded assets or liabilities.·
            Use
      of unethical or questionable means to obtain information, including
      information about competitors or information about government acquisition
      plans, procurement decisions, or actions.·
            An
      employment, consulting, or business relationship between an CLICKER
      employee and another company, especially a company in the same, or a
      related, business as CLICKER.·
            Frequent
      trading (buying and selling over short intervals) in CLICKER stock or in
      the stock of a company with which CLICKER does
  business.





10





B.
CLICKER compliance





CLICKER
is committed to integrity in all of its dealings with employees, customers, and
the general public.





Voluntary disclosure. In
accordance with CLICKER’s commitment to an effective relationship with its
customers, it is the CLICKER’s policy to make voluntary disclosures, when
appropriate, of problems affecting corporate relationships with any client,
including any government body, and to cooperate with the appropriate government
agency in any resulting investigation or audit. Any CLICKER employee who becomes
aware of possible violations of any CLICKER policy or practice, or of any
applicable law, rule, or regulation affecting CLICKER’s business, must notify
his or her manager or the Human Resources Department, as appropriate. CLICKER’s
management must also be notified immediately of any government inquiry,
investigation, audit, or other legal notice.





To be
sure CLICKER is meeting its obligations, particularly in dealing with government
customers, employees need to understand the numerous rules and regulations that
apply to their job duties. Employees should consult their managers or the Human
Resources Department, as appropriate, for guidance on CLICKER’s and the
employee’s obligations.





Report Inappropriate
Behavior. Employees are required to report any conduct they believe to be
inconsistent with CLICKER’s policies or standards, or inconsistent with
CLICKER’s obligations to the government. Reports will be handled confidentially,
on a need to know basis, so that no employee experiences retaliation for
bringing these matters to the attention of CLICKER management, the Human
Resources Department, or to members of the Audit & Finance Committee of the
Board of Directors. CLICKER employees should refer to CLICKER’s Employee
Handbook for procedures for reporting inappropriate behavior.





C.
Consequences





CLICKER
expects its employees (including temporary workers, consultants, independent
contractors, members of the Board of Directors and employees of CLICKER
subsidiary corporations), worldwide, to comply with all CLICKER ethical and
business principles, as well as all policies, to rely on their own high
standards and reasoned evaluation in ambiguous situations, and to seek the
advice and counsel of CLICKER management, or the Human Resources Department, to
clarify issues not covered by this policy or good judgment. These principles and
policies are based in part on various laws. Violations of those laws may result
in civil and criminal penalties for CLICKER and its employees. Therefore,
CLICKER will take appropriate action, which may include termination of
employment or other business relationship, or legal action, or referral to law
enforcement authorities.





Conclusion





CLICKER
reserves the right to change, amend, or supplement any of the above at any time.
Additional information on specific CLICKER policies for implementing the above
practices is available to CLICKER employees via the CLICKER Employee
Handbook.