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CONFLICTS OF INTEREST

ABOUT
An Officer’s duty to the Company demands that he or she avoids and/or discloses all actual and apparent conflicts 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.

EMPLOYMENT / OUTSIDE EMPLOYMENT
In consideration of employment with the company, Officers are expected to devote their full attention to the business interests of the Company. Officers are prohibited from engaging in any activity that interferes with their performance for or responsibilities to the Company, or that is otherwise in conflict with or prejudicial to the Company. The Company’s policies prohibit Officers from accepting simultaneous employment with suppliers, customers and competitors of the Company, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, Officers must disclose to the Company’s audit committee any interest that may conflict with the business of the Company.
OUTSIDE DIRECTORSHIPS
It is a conflict of interest to serve as a director of any company that competes with the Company. Officers must first obtain approval from the company’s audit committee before accepting a directorship.
BUSINESS INTEREST
If an Officer is considering investing in any customer, supplier or competitor of the Company, he or she must first take care to ensure that these investments do not compromise his or her responsibilities to the Company. Officers must first obtain approval from the Company’s audit committee before making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment, the Officer’s ability to influence the Company’s decisions, his or her access to confidential information belong either to the Company or the other company; and the nature of the relationship between the Company and the other company.
RELATED PARTIES
Officers should avoid conducting Company business with relatives or businesses in which a relatives play a significant role. ‘Relatives’ includes spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step-relations and in-laws. Company policy discourages the employment of relatives of Officers in positions or assignments within the same department or within the department of said office. The Company prohibits the employment of such individuals in positions that result financial dependence or influence (e.g. an auditing or control relationship, or a supervisor / subordinate relationship) on the Officer.
PAYMENTS OR GIFTS FROM OTHERS
Under no circumstances may Officers accept any offer, gift, payment, promise of payment, authorization of payment or anything of value from customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, action or failure of action, commitment of fraud, or opportunity for the commitment of fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided they are neither excessive nor create an appearance of impropriety, do not violate this policy. Gifts given by the company to suppliers or customers, or received from suppliers or customers, should 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.
CORPORATE OPPORTUNITIES
Officers 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 declines to pursue said opportunity.
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, Officers should consult the Company’s audit committee.