**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**OF**




**DEXTERITY
      SURGICAL, INC.**









**Adopted
      February 22, 2008**







**Table
      of Contents**





**Page**I.
            INTRODUCTION
            4II.
            COMPLIANCE
                IS EVERYONE’S BUSINESS
            4III.
            YOUR
                RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS
            5A.
            General
                Standards of Conduct
            5B.
            Applicable
                Laws
            5C.
            Conflicts
                of Interest
            5(i)
            Employment/Outside
                Employment
            6(ii)
            Outside
                Directorships
            6(iii)
            Business
                Interests
            6(iv)
            Related
                Parties
            6(v)
            Other
                Situations
            7D.
            Corporate
                Opportunities
            7E.
            Protecting
                the Company’s Confidential Information
            7(i)
            Proprietary
                Information and Invention Agreement
            8(ii)
            Disclosure
                of Company Confidential Information
            8(iii)
            Requests
                by Regulatory Authorities
            8(iv)
            Company
                Spokespeople
            9F.
            Obligations
                Under Securities Laws-“Insider” Trading
            9G.
            Prohibition
                against Short Selling of Company Stock
            10H.
            Use
                of Company’s Assets
            10(i)
            General
            10(ii)
            Physical
                Access Control
            10(iii)
            Company
                Funds
            11(iv)
            Computers
                and Other Equipment
            11(v)
            Software
            11(vi)
            Electronic
                Usage
            11I.
            Maintaining
                and Managing Records
            12J.
            Records
                on Legal Hold.
            12K.
            Payment
                Practices
            13(i)
            Accounting
                Practices
            13




2




(ii)
            Political
                Contributions
            13(iii)
            Prohibition
                of Inducements
            13L.
            Foreign
                Corrupt Practices Act.
            13M.
            Export
                Controls
            14IV.
            RESPONSIBILITIES
                TO OUR CUSTOMERS AND OUR SUPPLIERS
            14A.
            Customer
                Relationships
            14B.
            Payments
                or Gifts from Others
            14C.
            Publications
                of Others
            15D.
            Handling
                the Confidential Information of Others
            15(i)
            Appropriate
                Nondisclosure Agreements
            15(ii)
            Need-to-Know
            15(iii)
            Notes
                and Reports
            16(iv)
            Competitive
                Information
            16E.
            Selecting
                Suppliers
            16F.
            Government
                Relations
            16G.
            Lobbying
            17H.
            Government
                Contracts
            17I.
            Free
                and Fair Competition
            17J.
            Industrial
                Espionage
            18V.
            WAIVERS
            18VI.
            DISCIPLINARY
                ACTIONS
            18VII.
            ACKNOWLEDGMENT
                OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS
            19


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**I.**
            **INTRODUCTION**




This
      Code
      of Business Conduct and Ethics helps ensure compliance with legal requirements
      and our standards of business conduct. This Code of Business Conduct and Ethics
      applies to directors, officers and employees of Dexterity Surgical, Inc. (the
      “ Company ”).
      Therefore, all Company directors, officers and employees are expected to read
      and understand this Code of Business Conduct and Ethics, uphold these standards
      in day-to-day activities, comply with all applicable policies and procedures,
      and ensure that all agents and contractors are aware of, understand and adhere
      to these standards.




Because
      the principles described in this Code of Business Conduct and Ethics are general
      in nature, you should also review all applicable Company policies and procedures
      for more specific instruction, and contact the Human Resources Department or
      Legal Department if you have any questions.




Nothing
      in this Code of Business Conduct and Ethics, in any company policies and
      procedures, or in other related communications (verbal or written) creates
      or
      implies an employment contract or term of employment.




We
      are
      committed to continuously reviewing and updating our policies and procedures.
      Therefore, this Code of Business Conduct and Ethics is subject to modification.
      This Code of Business Conduct and Ethics supersedes all other such codes,
      policies, procedures, instructions, practices, rules or written or verbal
      representations to the extent they are inconsistent.




Please
      sign the acknowledgment form at the end of this Code of Business Conduct and
      Ethics and return the form to the Human Resources Department indicating that
      you
      have received, read, understand and agree to comply with the Code of Business
      Conduct and Ethics.




The
      signed acknowledgment form will be located in your personnel file.




**II.**
            **COMPLIANCE
                IS EVERYONE’S BUSINESS**




Ethical
      business conduct is critical to our business. As a director, officer or
      employee, your responsibility is to respect and adhere to these practices.
      Many
      of these practices reflect legal or regulatory requirements. Violations of
      these
      laws and regulations can create significant liability for you, the Company,
      its
      directors, officers, and other employees.




Part
      of
      your job and ethical responsibility is to help enforce this Code of Business
      Conduct and Ethics. You should be alert to possible violations and report
      possible violations to the Human Resources Department or the Legal Department.




You
      must
      cooperate in any internal or external investigations of possible violations.




Reprisal,
      threats, retribution or retaliation against any person who has in good faith
      reported a violation or a suspected violation of law, this Code of Business
      Conduct and Ethics or other Company policies, or against any person who is
      assisting in any investigation or process with respect to such a violation,
      is
      prohibited.




4




Violations
      of law, this Code of Business Conduct and Ethics, or other Company policies
      or
      procedures should be reported to the Human Resources Department or the Legal
      Department.




Violations
      of law, this Code of Business Conduct and Ethics or other Company policies
      or
      procedures by Company directors, officers or employees can lead to disciplinary
      action up to and including termination.




In
      trying
      to determine whether any given action is appropriate, use the following test.
      Imagine that the words you are using or the action you are taking is going
      to be
      fully disclosed in the media with all the details, including your photo. If
      you
      are uncomfortable with the idea of this information being made public, perhaps
      you should think again about your words or your course of action.




In
      all
      cases, if you are unsure about the appropriateness of an event or action, please
      seek assistance in interpreting the requirements of these practices by
      contacting the Legal Department.




**III.**
            **YOUR
                RESPONSIBILITIES TO THE COMPANY AND ITS
                STOCKHOLDERS**




**A.**
            **General
                Standards of Conduct**




The
      Company expects all directors, officers, employees, agents and contractors
      to
      exercise good judgment to ensure the safety and welfare of employees, agents
      and
      contractors and to maintain a cooperative, efficient, positive, harmonious
      and
      productive work environment and business organization. These standards apply
      while working on our premises, at offsite locations where our business is being
      conducted, at Company-sponsored business and social events, or at any other
      place where you are a representative of the Company. Directors, officers,
      employees, agents or contractors who engage in misconduct or whose performance
      is unsatisfactory may be subject to corrective action, up to and including
      termination. You should review our employment handbook for more detailed
      information.




**B.**
            **Applicable
                Laws**




All
      Company directors, officers, employees, agents and contractors must comply
      with
      all applicable laws, regulations, rules and regulatory orders. Company
      directors, officers and employees located outside of the United States must
      comply with laws, regulations, rules and regulatory orders of the United States,
      including the Foreign Corrupt Practices Act and the U.S. Export Control Act,
      in
      addition to applicable local laws. Each director, officer, employee, agent
      and
      contractor must acquire appropriate knowledge of the requirements relating
      to
      his or her duties sufficient to enable him or her to recognize potential dangers
      and to know when to seek advice from the Legal Department on specific Company
      policies and procedures. Violations of laws, regulations, rules and orders
      may
      subject the director, officer, employee, agent or contractor to individual
      criminal or civil liability, as well as to discipline by the Company. Such
      individual violations may also subject the Company to civil or criminal
      liability or the loss of business.




**C.**
            **Conflicts
                of Interest**




Each
      of
      us has a responsibility to the Company, our stockholders and each
      other.




5




Although
      this duty does not prevent us from engaging in personal transactions and
      investments, it does demand that we avoid situations where a conflict of
      interest might occur or appear to occur. The Company is subject to scrutiny
      from
      many different individuals and organizations.




We
      should
      always strive to avoid even the appearance of impropriety.




What
      constitutes conflict of interest? A conflict of interest exists where the
      interests or benefits of one person or entity conflict with the interests or
      benefits of the Company.




Examples
      include:




(i)  **Employment/Outside
      Employment** **.** In
      consideration of your appointment or employment with the Company, you are
      expected to devote your full attention to the business interests of the Company.
      You are prohibited from engaging in any activity that interferes with your
      performance or responsibilities to the Company or is otherwise in conflict
      with
      or prejudicial to the Company. Our policies prohibit any director, officer
      or
      employee from accepting simultaneous employment with a Company supplier,
      customer, developer or competitor, or from taking part in any activity that
      enhances or supports a competitor’s position. Additionally, you must disclose to
      the Company any interest that you have that may conflict with the business
      of
      the Company. If you have any questions on this requirement, you should contact
      your supervisor or the Human Resources Department.




(ii)  **Outside
      Directorships** **.** It
      is a
      conflict of interest to serve as a director of any company that competes with
      the Company. Although you may serve as a director of a Company supplier,
      customer, developer, or other business partner, our policy requires that you
      first obtain approval from the Company’s Board of Directors before accepting a
      directorship. Any compensation you receive should be commensurate to your
      responsibilities.




Such
      approval may be conditioned upon the completion of specified
      actions.




(iii)  **Business
      Interests** **.** If
      you
      are considering investing in a Company customer, supplier or competitor, you
      must first take great care to ensure that these investments do not compromise
      your responsibilities to the Company. Many factors should be considered in
      determining whether a conflict exists, including the size and nature of the
      investment; your ability to influence the Company’s decisions; your access to
      confidential information of the Company or of the other company; and the nature
      of the relationship between the Company and the other company.




(iv)  **Related
      Parties** **.** As
      a
      general rule, you should avoid conducting Company business with a relative
      or
      significant other, or with a business in which a relative or significant other
      is associated in any significant role. Relatives include spouse, sister,
      brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces,
      nephews, cousins, step relationships, and in-laws. Significant others include
      persons living in a spousal (including same sex) or familial fashion with an
      employee.




6




If
      such a
      related party transaction is unavoidable, you must fully disclose the nature
      of
      the related party transaction to the Company’s Chief Financial Officer. If
      determined to be material to the Company by the Chief Financial Officer, the
      Company’s Audit Committee must review and approve in writing in advance such
      related party transactions. The most significant related party transactions,
      particularly those involving the Company’s directors or executive officers, must
      be reviewed and approved in writing in advance by the Company’s Board of
      Directors. The Company must report all such material related party transactions
      under applicable accounting rules, federal securities laws, and SEC rules and
      regulations, and securities market rules. Any dealings with a related party
      must
      be conducted in such a way that no preferential treatment is given to this
      business.




The
      Company discourages the employment of relatives and significant others in
      positions or assignments within the same department and prohibits the employment
      of such individuals in positions that have a financial dependence or influence
      (e.g., an auditing or control relationship, or a supervisor/subordinate
      relationship). The purpose of this policy is to prevent the organizational
      impairment and conflicts that are a likely outcome of the employment of
      relatives or significant others, especially in a supervisor/subordinate
      relationship. If a question arises about whether a relationship is covered
      by
      this policy, the Human Resources Department is responsible for determining
      whether an applicant or transferee’s acknowledged relationship is covered by
      this policy. The Human Resources Department shall advise all affected applicants
      and transferees of this policy. Willful withholding of information regarding
      a
      prohibited relationship/reporting arrangement may be subject to corrective
      action, up to and including termination. If a prohibited relationship exists
      or
      develops between two employees, the employee in the senior position must bring
      this to the attention of his/her supervisor. The Company retains the prerogative
      to separate the individuals at the earliest possible time, either by
      reassignment or by termination, if necessary.




(v)  **Other
      Situations** **.** Because
      other conflicts of interest may arise, it would be impractical to attempt to
      list all possible situations. If a proposed transaction or situation raises
      any
      questions or doubts in your mind you should consult the Legal
      Department.




**D.**
            **Corporate
                Opportunities**




Employees,
      officers and directors may not exploit for their own personal gain opportunities
      that are discovered through the use of corporate property, information or
      position unless the opportunity is disclosed fully in writing to the Company’s
      Board of Directors and the Board of Directors declines to pursue such
      opportunity.




**E.**
            **Protecting
                the Company’s Confidential
                Information**




The
      Company’s confidential information is a valuable asset. The Company’s
      confidential information includes our database of customer contacts; details
      regarding our equipment procurement sources; names and lists of customers,
      suppliers and employees; and financial information. This information is the
      property of the Company and may be protected by patent, trademark, copyright
      and
      trade secret laws. All confidential information must be used for Company
      business purposes only. Every director, officer, employee, agent and contractor
      must safeguard it.




7




**THIS
      RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY CONFIDENTIAL INFORMATION
      SUCH
      AS INFORMATION REGARDING THE COMPANY’S PRODUCTS OR BUSINESS OVER THE INTERNET.**




You
      are
      also responsible for properly labeling any and all documentation shared with
      or
      correspondence sent to the Company’s Legal Department or outside counsel as
“Attorney-Client Privileged”. This responsibility includes the safeguarding,
      securing and proper disposal of confidential information in accordance with
      the
      Company’s policy on Maintaining and Managing Records set forth in Section III.I
      of this Code of Business Conduct and Ethics. This obligation extends to
      confidential information of third parties, which the Company has rightfully
      received under Non-Disclosure Agreements. See the Company’s policy dealing with
      Handling Confidential Information of Others set forth in Section IV.D of this
      Code of Business Conduct and Ethics.




(i)  **Proprietary
      Information and Invention Agreement** **.** When
      you
      joined the Company, you signed an agreement to protect and hold confidential
      the
      Company’s proprietary information. This agreement remains in effect for as long
      as you work for the Company and after you leave the Company. Under this
      agreement, you may not disclose the Company’s confidential information to anyone
      or use it to benefit anyone other than the Company without the prior written
      consent of an authorized Company officer.




(ii)  **Disclosure
      of Company Confidential Information** **.** To
      further the Company’s business, from time to time our confidential information
      may be disclosed to potential business partners. However, such disclosure should
      never be done without carefully considering its potential benefits and risks.
      If
      you determine in consultation with your manager and other appropriate Company
      management that disclosure of confidential information is necessary, you must
      then contact the Legal Department to ensure that an appropriate written
      nondisclosure agreement is signed prior to the disclosure. The Company has
      standard nondisclosure agreements suitable for most disclosures. You must not
      sign a third party’s nondisclosure agreement or accept changes to the Company’s
      standard nondisclosure agreements without review and approval by the Company’s
      Legal Department. In addition, all Company materials that contain Company
      confidential information, including presentations, must be reviewed and approved
      by the Company’s Legal Department prior to publication or use.




Furthermore,
      any employee publication or publicly made statement that might be perceived
      or
      construed as attributable to the Company, made outside the scope of his or
      her
      employment with the Company, must be reviewed and approved in writing in advance
      by the Company’s Legal Department and must include the Company’s standard
      disclaimer that the publication or statement represents the views of the
      specific author and not of the Company.




(iii)  **Requests
      by Regulatory Authorities** **.** The
      Company and its directors, officers, employees, agents and contractors must
      cooperate with appropriate government inquiries and investigations. In this
      context, however, it is important to protect the legal rights of the Company
      with respect to its confidential information. All government requests for
      information, documents or investigative interviews must be referred to the
      Company’s Legal Department. No financial information may be disclosed without
      the prior approval of the Chief Financial Officer.




8




(iv)  **Company
      Spokespeople** **.** Specific
      policies have been established regarding who may 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 Chief Financial Officer or
      Investor Relations Department. The Company has designated its CEO, CFO and
      Investor Relations Department as official Company spokespeople for financial
      matters. The Company has designated its Investor Relations Department as
      official Company spokespeople for marketing, technical and other such
      information. These designees are the only people who may communicate with the
      press on behalf of the Company.




**F.**
            **Obligations
                Under Securities Laws- “Insider”
                Trading**




Obligations
      under the U.S. securities laws apply to everyone. In the normal course of
      business, officers, directors, employees, agents, contractors and consultants
      of
      the Company may come into possession of significant, sensitive information.
      This
      information is the property of the Company -- you have been entrusted with
      it.
      You may not profit from it by buying or selling securities yourself, or passing
      on the information to others to enable them to profit or for them to profit
      on
      your behalf. The purpose of this policy is both to inform you of your legal
      responsibilities and to make clear to you that the misuse of sensitive
      information is contrary to Company policy and U.S. securities laws.




Insider
      trading is a crime, penalized by fines of up to $5,000,000 and twenty (20)
      years
      in jail for individuals. In addition, the SEC may seek the imposition of a
      civil
      penalty of up to three (3) times the profits made or losses avoided from the
      trading. Insider traders must also disgorge any profits made, and are often
      subjected to an injunction against future violations. Finally, insider traders
      may be subjected to civil liability in private lawsuits.




Employers
      and other controlling persons (including supervisory personnel) are also at
      risk
      under U.S. securities laws. Controlling persons may, among other things, face
      penalties of the greater of $5,000,000 or three (3) times the profits made
      or
      losses avoided by the trader if they recklessly fail to take preventive steps
      to
      control insider trading.




Thus,
      it
      is important both to you and the Company that insider-trading violations not
      occur. You should be aware that stock market surveillance techniques are
      becoming increasingly sophisticated, and the chance that U.S. federal or other
      regulatory authorities will detect and prosecute even small-level trading is
      significant. Insider trading rules are strictly enforced, even in instances
      when
      the financial transactions seem small. You should contact the Chief Financial
      Officer or the Legal Department if you are unsure as to whether or not you
      are
      free to trade.




The
      Company has imposed a trading blackout period on members of the Board of
      Directors, executive officers and certain designated employees who, as a
      consequence of their position with the Company, are more likely to be exposed
      to
      material nonpublic information about the Company. These directors, executive
      officers and employees generally may not trade in Company securities during
      the
      blackout periods.




9




For
      more
      details, and to determine if you are restricted from trading during trading
      Blackout periods, you should review the Company’s Insider Trading Policy and
      Written Disclosure Policy. You can request a copy of these policies from the
      Legal Department. You should take a few minutes to read the Insider Trading
      Policy carefully, paying particular attention to the specific policies and
      the
      potential criminal and civil liability and/or disciplinary action for insider
      trading violations. Directors, officers, employees, agents and contractors
      of
      the Company who violate this Policy are also subject to disciplinary action
      by
      the Company, which may include termination of employment or of business
      relationship. All questions regarding the Company’s Insider Trading Policy and
      Written Disclosure Policy should be directed to the Company’s Chief Financial
      Officer or Legal Department.




**G.**
            **Prohibition
                against Short Selling of Company
                Stock**




No
      Company director, officer or other employee, agent or contractor may, directly
      or indirectly, sell any equity security, including derivatives, of the Company
      if he or she (1) does not own the security sold, or (2) if he or she owns the
      security, does not deliver it against such sale (a “short sale against the box”)
      within twenty (20) days thereafter, or does not within five (5) days after
      such
      sale deposit it in the mails or other usual channels of transportation. No
      Company director, officer or other employee, agent or contractor may engage
      in
      short sales. A short sale, as defined in this policy, means any transaction
      whereby one may benefit from a decline in the Company’s stock price. While
      securities law does not prohibit employees who are not executive officers or
      directors from engaging in short sales of Company securities, the Company has
      adopted as policy that employees may not do so.




**H.**
            **Use
                of Company’s Assets**




(i)  **General** **.** Protecting
      the Company’s assets is a key fiduciary responsibility of every director,
      officer, employee, agent and contractor. Care should be taken to ensure that
      assets are not misappropriated, loaned to others, or sold or donated, without
      appropriate authorization. All Company directors, officers, employees, agents
      and contractors are responsible for the proper use of Company assets, and must
      safeguard such assets against loss, damage, misuse or theft.




Directors,
      officers, employees, agents or contractors who violate any aspect of this policy
      or who demonstrate poor judgment in the manner in which they use any Company
      asset may be subject to disciplinary action, up to and including termination
      of
      employment or business relationship at the Company’s sole discretion. Company
      equipment and assets are to be used for Company business purposes only.
      Directors, officers, employees, agents and contractors may not use Company
      assets for personal use, nor may they allow any other person to use Company
      assets. All questions regarding this policy should be brought to the attention
      of the Company’s Human Resources Department.




(ii)  **Physical
      Access Control** **.** The
      Company has and will continue to develop procedures covering physical access
      control to ensure privacy of communications, maintenance of the security of
      the
      Company communication equipment, and safeguard Company assets from theft, misuse
      and destruction. You are personally responsible for complying with the level
      of
      access control that has been implemented in the facility where you work on
      a
      permanent or temporary basis. You must not defeat or cause to be defeated the
      purpose for which the access control was implemented.


10




(iii)  **Company
      Funds** **.** Every
      Company director, officer or employee is personally responsible for all Company
      funds over which he or she exercises control. Company agents and contractors
      should not be allowed to exercise control over Company funds. Company funds
      must
      be used only for Company business purposes. Every Company director, officer,
      employee, agent and contractor must take reasonable steps to ensure that the
      Company receives good value for Company funds spent, and must maintain accurate
      and timely records of each and every expenditure. Expense reports must be
      accurate and submitted in a timely manner. Company directors, officers,
      employees, agents and contractors must not use Company funds for any personal
      purpose.




(iv)  **Computers
      and Other Equipment** **.** The
      Company strives to furnish directors, officers and employees with the equipment
      necessary to efficiently and effectively do their jobs. You must care for that
      equipment and use it responsibly only for Company business purposes. If you
      use
      Company equipment at your home or off site, take precautions to protect it
      from
      theft or damage, just as if it were your own. If the Company no longer employs
      you, you must immediately return all Company equipment. While computers and
      other electronic devices are made accessible to directors, officers and
      employees to assist them to perform their jobs and to promote Company’s
      interests, all such computers and electronic devices, whether used entirely
      or
      partially on the Company’s premises or with the aid of the Company’s equipment
      or resources, must remain fully accessible to the Company and, to the maximum
      extent permitted by law, will remain the sole and exclusive property of the
      Company.




Directors,
      officers, employees, agents and contractors should not maintain any expectation
      of privacy with respect to information transmitted over, received by, or stored
      in any electronic communications device owned, leased, or operated in whole
      or
      in part by or on behalf of the Company. To the extent permitted by applicable
      law, the Company retains the right to gain access to any information received
      by, transmitted by, or stored in any such electronic communications device,
      by
      and through its directors, officers, employees, agents, contractors, or
      representatives, at any time, either with or without a director’s, officer’s,
      employee’s or third party’s knowledge, consent or approval.




(v)  **Software** **.** All
      software used by directors, officers and employees to conduct Company business
      must be appropriately licensed. Never make or use illegal or unauthorized copies
      of any software, whether in the office, at home, or on the road, since doing
      so
      may constitute copyright infringement and may expose you and the Company to
      potential civil and criminal liability. In addition, use of illegal or
      unauthorized copies of software may subject the director, officer and employee
      to disciplinary action, up to and including termination. The Company’s IT
      Department will inspect Company computers periodically to verify that only
      approved and licensed software has been installed. Any non-licensed/supported
      software will be removed.




(vi)  **Electronic
      Usage** **.** The
      purpose of this policy is to make certain that directors, officers and employees
      utilize electronic communication devices in a legal, ethical, and appropriate
      manner. This policy addresses the Company’s responsibilities and concerns
      regarding the fair and proper use of all electronic communications devices
      within the organization, including computers, e-mail, connections to the
      Internet, intranet and extranet and any other public or private networks, voice
      mail, video conferencing, facsimiles, and telephones. Posting or discussing
      information concerning the Company’s products or business on the Internet
      without the prior written consent of the Company’s Chief Financial Officer is
      prohibited. Any other form of electronic communication used by directors,
      officers or employees currently or in the future is also intended to be
      encompassed under this policy. It is not possible to identify every standard
      and
      rule applicable to the use of electronic communications devices. Directors,
      officers and employees are therefore encouraged to use sound judgment whenever
      using any feature of our communications systems. You are expected to review,
      understand and follow such policies and procedures.


11




**I.**
            **Maintaining
                and Managing Records**




The
      purpose of this policy is to set forth and convey the Company’s business and
      legal requirements in managing records, including all recorded information,
      regardless of medium or characteristics. Records include paper documents, CDs,
      computer hard disks, email, floppy disks, microfiche, microfilm or all other
      media. Local, state, federal, foreign and other applicable laws, rules and
      regulations to retain certain records and to follow specific guidelines in
      managing its records require the Company to comply with such mandates. Civil
      and
      criminal penalties for failure to comply with such guidelines can be severe
      for
      directors, officers, employees, agents, contractors and the Company, and failure
      to comply with such guidelines may subject the director, officer, employee,
      agent or contractor to disciplinary action, up to and including termination
      of
      employment or business relationship at the Company’s sole discretion. All
      original executed documents that evidence contractual commitments or other
      obligations of the Company must be forwarded to the Legal Department promptly
      upon completion. Such documents will be maintained and retained in accordance
      with the Company’s record retention policies




**J.**
            **Records
                on Legal Hold.**




A
      legal
      hold suspends all document destruction procedures in order to preserve
      appropriate records under special circumstances, such as litigation or
      government investigations. The Company’s Legal Department determines and
      identifies what types of Company records or documents are required to be placed
      under a legal hold. Every Company director, officer, employee, agent and
      contractor must comply with this policy. Failure to comply with this policy
      may
      subject the director, officer, employee, agent or contractor to disciplinary
      action, up to and including termination of employment or business relationship
      at the Company’s sole discretion.




The
      Company’s Legal Department 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 the Company’s Legal Department.




**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 the
      Company’s Legal Department.


12




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 the Company’s Legal
      Department. If you have any questions about this policy you should contact
      the
      Company’s Legal Department.




**K.**
            **Payment
                Practices**




(i)  **Accounting
      Practices** **.** The
      Company’s responsibilities to its stockholders and the investing public require
      that all transactions be fully and accurately recorded in the Company’s books
      and records in compliance with all applicable laws. False or misleading entries,
      unrecorded funds or assets, or payments without appropriate supporting
      documentation and approval are strictly prohibited and violate Company policy
      and the law.




Additionally,
      all documentation supporting a transaction should fully and accurately describe
      the nature of the transaction and be processed in a timely fashion.




(ii)  **Political
      Contributions** **.** The
      Company reserves the right to communicate its position on important issues
      to
      elected representatives and other government officials. It is the Company’s
      policy to comply fully with all local, state, federal, foreign and other
      applicable laws, rules and regulations regarding political contributions. The
      Company’s funds or assets must not be used for, or be contributed to, political
      campaigns or political practices under any circumstances without the prior
      written approval of the Company’s Board of Directors.




(iii)  **Prohibition
      of Inducements** **.** Under
      no
      circumstances may directors, officers, employees, agents or contractors offer
      to
      pay, make payment, promise to pay, or issue authorization to pay any money,
      gift, or anything of value to customers, vendors, consultants, etc. that is
      perceived as intended, directly or indirectly, to improperly influence any
      business decision, any act or failure to act, any commitment of fraud, or
      opportunity for the commission of any fraud. Inexpensive gifts, infrequent
      business meals, celebratory events and entertainment, provided that they are
      not
      excessive or create an appearance of impropriety, do not violate this policy.
      Questions regarding whether a particular payment or gift violates this policy
      should be directed to Human Resources or the Legal Department.




**L.**
            **Foreign
                Corrupt Practices Act.**




The
      Company requires full compliance with the Foreign Corrupt Practices Act
      (“ FCPA ”)
      by all
      of its directors, officers, employees, agents, and contractors.




The
      anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt
      offer, payment, promise to pay, or authorization to pay any money, gift, or
      anything of value to any foreign official, or any foreign political party,
      candidate or official, for the purpose of: influencing any act or failure to
      act, in the official capacity of that foreign official or party; or inducing
      the
      foreign official or party to use influence to affect a decision of a foreign
      government or agency, in order to obtain or retain business for anyone, or
      direct business to anyone.




All
      Company directors, officers, employees, agents and contractors whether located
      in the United States or abroad, are responsible for FCPA compliance and the
      procedures to ensure FCPA compliance.




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All
      managers and supervisory personnel are expected to monitor continued compliance
      with the FCPA to ensure compliance with the highest moral, ethical and
      professional standards of the Company. FCPA compliance includes the Company’s
      policy on Maintaining and Managing Records in Section III.I of this Code of
      Business Conduct and Ethics.




Laws
      in
      most countries outside of the United States also prohibit or restrict government
      officials or employees of government agencies from receiving payments,
      entertainment, or gifts for the purpose of winning or keeping business. No
      contract or agreement may be made with any business in which a government
      official or employee holds a significant interest, without the prior approval
      of
      the Company’s Board of Directors.




**M.**
            **Export
                Controls**




A
      number
      of countries maintain controls on the destinations to which products or software
      may be exported. Some of the strictest export controls are maintained by the
      United States against countries that the U.S. government considers unfriendly
      or
      as supporting international terrorism. The U.S. regulations are complex and
      apply both to exports from the United States and to exports of products from
      other countries, when those products contain U.S.-origin components or
      technology. Software created in the United States is subject to these
      regulations even if duplicated and packaged abroad. In some circumstances,
      an
      oral presentation containing technical data made to foreign nationals in the
      United States may constitute a controlled export. The Legal Department can
      provide you with guidance on which countries are prohibited destinations for
      Company products or whether a proposed technical presentation to foreign
      nationals may require a U.S. Government license.




**IV.**
            **RESPONSIBILITIES
                TO OUR CUSTOMERS AND OUR
                SUPPLIERS**




**A.**
            **Customer
                Relationships**




If
      your
      job puts you in contact with any Company customers or potential customers,
      it is
      critical for you to remember that you represent the Company to the people with
      whom you are dealing. Act in a manner that creates value for our customers
      and
      helps to build a relationship based upon trust. The Company and its employees
      have provided products and services for many years and have built up significant
      goodwill over that time. This goodwill is one of our most important assets,
      and
      the Company employees, agents and contractors must act to preserve and enhance
      our reputation.




**B.**
            **Payments
                or Gifts from Others**




Under
      no
      circumstances may directors, officers, employees, agents or contractors accept
      any offer, payment, promise to pay, or authorization to pay any money, gift,
      or
      anything of value from customers, vendors, consultants, etc. that is perceived
      as intended, directly or indirectly, to influence any business decision, any
      act
      or failure to act, any commitment of fraud, or opportunity for the commission
      of
      any fraud. Inexpensive gifts, infrequent business meals, celebratory events
      and
      entertainment, provided that they are not excessive or create an appearance
      of
      impropriety, do not violate this policy. Questions regarding whether a
      particular payment or gift violates this policy are to be directed to Human
      Resources or the Legal Department.




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Gifts
      given by the Company to suppliers or customers or received from suppliers or
      customers should always be appropriate to the circumstances and should never
      be
      of a kind that could create an appearance of impropriety. The nature and cost
      must always be accurately recorded in the Company’s books and
      records.




**C.**
            **Publications
                of Others**




The
      Company subscribes to many publications that help directors, officers and
      employees do their jobs better. These include newsletters, reference works,
      online reference services, magazines, books, and other digital and printed
      works. Copyright law generally protects these works, and their unauthorized
      copying and distribution constitute copyright infringement. You must first
      obtain the consent of the publisher of a publication before copying publications
      or significant parts of them. When in doubt about whether you may copy a
      publication, consult the Legal Department.




**D.**
            **Handling
                the Confidential Information of
                Others**




The
      Company has many kinds of business relationships with many companies and
      individuals. Sometimes, they will volunteer confidential information about
      their
      products or business plans to induce the Company to enter into a business
      relationship. At other times, we may request that a third party provide
      confidential information to permit the Company to evaluate a potential business
      relationship with that party. Whatever the situation, we must take special
      care
      to handle the confidential information of others responsibly. We handle such
      confidential information in accordance with our agreements with such third
      parties. See also the Company’s policy on Maintaining and Managing Records in
      Section III.I of this Code of Business Conduct and Ethics.




(i)  **Appropriate
      Nondisclosure Agreements** **.** Confidential
      information may take many forms. An oral presentation about a company’s product
      development plans may contain protected trade secrets. A customer list or
      employee list may be a protected trade secret. A demo of an alpha version of
      a
      company’s new software may contain information protected by trade secret and
      copyright laws.




You
      should never accept information offered by a third party that is represented
      as
      confidential, or which appears from the context or circumstances to be
      confidential, unless an appropriate nondisclosure agreement has been signed
      with
      the party offering the information.




**THE
      LEGAL DEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR
      SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON
      BEHALF OF THE COMPANY.**




Even
      after a nondisclosure agreement is in place, you should accept only the
      information necessary to accomplish the purpose of receiving it, such as a
      decision on whether to proceed to negotiate a deal. If more detailed or
      extensive confidential information is offered and it is not necessary, for
      your
      immediate purposes, it should be refused.




(ii)  **Need-to-Know** **.** Once
      a
      third party’s confidential information has been disclosed to the Company, we
      have an obligation to abide by the terms of the relevant nondisclosure agreement
      and limit its use to the specific purpose for which it was disclosed and to
      disseminate it only to other Company employees with a need to know the
      information. Every director, officer, employee, agent and contractor involved
      in
      a potential business relationship with a third party must understand and
      strictly observe the restrictions on the use and handling of confidential
      information. When in doubt, consult the Legal Department.




15




(iii)  **Notes
      and Reports** **.** When
      reviewing the confidential information of a third party under a nondisclosure
      agreement, it is natural to take notes or prepare reports summarizing the
      results of the review and, based partly on those notes or reports, to draw
      conclusions about the suitability of a business relationship. Notes or reports,
      however, can include confidential information disclosed by the other party
      and
      so should be retained only long enough to complete the evaluation of the
      potential business relationship. Subsequently, they should be either destroyed
      or turned over to the Legal Department for safekeeping or destruction. They
      should be treated just as any other disclosure of confidential information
      is
      treated: marked as confidential and distributed only to those the Company
      employees with a need to know.




(iv)  **Competitive
      Information** **.** You
      should never attempt to obtain a competitor’s confidential information by
      improper means, and you should especially never contact a competitor regarding
      their confidential information. While the Company may, and does, employ former
      employees of competitors, we recognize and respect the obligations of those
      employees not to use or disclose the confidential information of their former
      employers.




**E.**
            **Selecting
                Suppliers**




The
      Company’s suppliers make significant contributions to our success. To create an
      environment where our suppliers have an incentive to work with the Company,
      they
      must be confident that they will be treated lawfully and in an ethical manner.
      The Company’s policy is to purchase supplies based on need, quality, service,
      price and terms and conditions. The Company’s policy is to select significant
      suppliers or enter into significant supplier agreements though a competitive
      bid
      process where possible. Under no circumstances should any Company director,
      officer, employee, agent or contractor attempt to coerce suppliers in any way.
      The confidential information of a supplier is entitled to the same protection
      as
      that of any other third party and must not be received before an appropriate
      nondisclosure agreement has been signed. A supplier’s performance should never
      be discussed with anyone outside the Company. A supplier to the Company is
      generally free to sell its products or services to any other party, including
      competitors of the Company. In some cases where the products or services have
      been designed, fabricated, or developed to our specifications the agreement
      between the parties may contain restrictions on sales.




**F.**
            **Government
                Relations**




It
      is the
      Company’s policy to comply fully with all applicable laws and regulations
      governing contact and dealings with government employees and public officials,
      and to adhere to high ethical, moral and legal standards of business conduct.
      This policy includes strict compliance with all local, state, federal, foreign
      and other applicable laws, rules and regulations.




If
      you
      have any questions concerning government relations you should contact the
      Company’s Legal Department.




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**G.**
            **Lobbying**




Directors,
      officers, employees, agents or contractors whose work requires lobbying
      communication with any member or employee of a legislative body or with any
      government official or employee in the formulation of legislation must have
      prior written approval of such activity from the Company’s Legal Department.
      Activity covered by this policy includes meetings with legislators or members
      of
      their staffs or with senior executive branch officials. Preparation, research,
      and other background activities that are done in support of lobbying
      communication are also covered by this policy even if the communication
      ultimately is not made.




**H.**
            **Government
                Contracts**




It
      is the
      Company’s policy to comply fully with all applicable laws and regulations that
      apply to government contracting. It is also necessary to strictly adhere to
      all
      terms and conditions of any contract with local, state, federal, foreign or
      other applicable governments.




The
      Company’s Legal Department must review and approve all contracts with any
      government entity.




**I.**
            **Free
                and Fair Competition**




Most
      countries have well-developed bodies of law designed to encourage and protect
      free and fair competition. The Company is committed to obeying both the letter
      and spirit of these laws. The consequences of not doing so can be severe for
      all
      of us.




These
      laws often regulate the Company’s relationships with its distributors,
      resellers, dealers, and customers. Competition laws generally address the
      following areas: pricing practices (including price discrimination),
      discounting, terms of sale, credit terms, promotional allowances, secret
      rebates, exclusive dealerships or distributorships, product bundling,
      restrictions on carrying competing products, termination, and many other
      practices.




Competition
      laws also govern, usually quite strictly, relationships between the Company
      and
      its competitors. As a general rule, contacts with competitors should be limited
      and should always avoid subjects such as prices or other terms and conditions
      of
      sale, customers, and suppliers. Employees, agents or contractors of the Company
      may not knowingly make false or misleading statements regarding its competitors
      or the products of its competitors, customers or suppliers. Participating with
      competitors in a trade association or in a standards creation body is acceptable
      when the association has been properly established, has a legitimate purpose,
      and has limited its activities to that purpose.




No
      director, officer, employee, agent or contractor shall at any time or under
      any
      circumstances enter into an agreement or understanding, written or oral, express
      or implied, with any competitor concerning prices, discounts, other terms or
      conditions of sale, profits or profit margins, costs, allocation of product
      or
      geographic markets, allocation of customers, limitations on production, boycotts
      of customers or suppliers, or bids or the intent to bid or even discuss or
      exchange information on these subjects. In some cases, legitimate joint ventures
      with competitors may permit exceptions to these rules as may bona fide purchases
      from or sales to competitors on non-competitive products, but the Company’s
      Legal Department must review all such proposed ventures in advance. These
      prohibitions are absolute and strict observance is required.




17




Collusion
      among competitors is illegal, and the consequences of a violation are severe.
      Although the spirit of these laws, known as “antitrust,” “competition,” or
“consumer protection” or unfair competition laws, is straightforward, their
      application to particular situations can be quite complex. To ensure that the
      Company complies fully with these laws, each of us should have a basic knowledge
      of them and should involve our Legal Department early on when questionable
      situations arise.




**J.**
            **Industrial
                Espionage**




It
      is the
      Company’s policy to lawfully compete in the marketplace. This commitment to
      fairness includes respecting the rights of our competitors and abiding by all
      applicable laws in the course of competing. The purpose of this policy is to
      maintain the Company’s reputation as a lawful competitor and to help ensure the
      integrity of the competitive marketplace. The Company expects its competitors
      to
      respect our rights to compete lawfully in the marketplace, and we must respect
      their rights equally. Company directors, officers, employees, agents and
      contractors may not steal or unlawfully use the information, material, products,
      intellectual property, or proprietary or confidential information of anyone
      including suppliers, customers, business partners or competitors.




**V.**
            **WAIVERS**




Any
      waiver of any provision of this Code of Business Conduct and Ethics for a member
      of the Company’s Board of Directors or an executive officer must be approved in
      writing by the Company’s Board of Directors and promptly disclosed. Any waiver
      of any provision of this Code of Business Conduct and Ethics with respect any
      other employee, agent or contractor must be approved in writing by the Company’s
      Legal Department.




**VI.**
            **DISCIPLINARY
                ACTIONS**




The
      matters covered in this Code of Business Conduct and Ethics are of the utmost
      importance to the Company, its stockholders and its business partners, and
      are
      essential to the Company’s ability to conduct its business in accordance with
      its stated values. We expect all of our directors, officers, employees, agents,
      contractors and consultants to adhere to these rules in carrying out their
      duties for the Company.




The
      Company will take appropriate action against any director, officer, employee,
      agent, contractor or consultant whose actions are found to violate these
      policies or any other policies of the Company. Disciplinary actions may include
      immediate termination of employment or business relationship at the Company’s
      sole discretion. Where the Company has suffered a loss, it may pursue its
      remedies against the individuals or entities responsible. Where laws have been
      violated, the Company will cooperate fully with the appropriate
      authorities.




18




**VII.**
            **ACKNOWLEDGMENT
                OF RECEIPT OF CODE OF BUSINESS CONDUCT AND
                ETHICS**




I
      have
      received and read the Company’s Code of Business Conduct and Ethics. I
      understand the standards and policies contained in the Company Code of Business
      Conduct and Ethics and understand that there may be additional policies or
      laws
      specific to my job. I further agree to comply with the Company Code of Business
      Conduct and Ethics.




If
      I have
      questions concerning the meaning or application of the Company Code of Business
      Conduct and Ethics, any Company policies, or the legal and regulatory
      requirements applicable to my job, I know I can consult my manager, the Human
      Resources Department or the Legal Department, knowing that my questions or
      reports to these sources will be maintained in confidence. I acknowledge that
      I
      may report violations of the Code of Business Conduct and Ethics to the Human
      Resources Department.












Director,
      Officer or Employee Name




Date:




Please
      sign and return this form to the Human Resources Department.




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