Preview | Code of Business Conduct and Ethics |

This Code of Business Conduct and Ethics (this Code) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors and employees of the Company. All of our directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. This Code should also be provided to and followed by the Companys representatives, including agents, consultants and advisors.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should contact the appropriate person listed on Schedule A to this Code.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 16 of this Code.

It is the Companys policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each director, employee and representative of the Company to adhere to the standards and restrictions imposed by those laws, rules and regulations. It would be impossible to summarize here all the laws, rules and regulations with which the Company, our directors, our employees and our representatives must comply; this Code refers to only a few of them.

It is the Companys policy that the information in our public communications, including SEC filings, be full, fair, accurate, timely and understandable. All directors, employees and representatives of the Company who are involved in our disclosure process (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the Company and are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material facts about the Company to others, whether within or outside the Company, including the Companys independent auditors. In addition, any director, employee or representative of the Company who has a supervisory role in

the Companys disclosure process has an obligation to discharge his or her responsibilities diligently.

3. Conflicts of Interest

A conflict of interest occurs when an individuals private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. A conflict situation can arise when a director, employee or representative of the Company takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively.

Personal conflicts of interest are prohibited as a matter of Company policy, unless they have been waived in writing by the Company. In particular, no director, employee or representative of the Company may use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity. Service to the Company should never be subordinated to personal gain and advantage. Conflicts of interest should, to the extent possible, be avoided. The term family member means a persons spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such persons home. Contacting a vendor, contractor, consultant, or other organization with whom the Company does business, for the purpose of soliciting any personal benefit, including gifts, discounts, employment opportunities or any personal favor, is expressly prohibited. Any director, employee or representative of the Company who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the matter promptly with an appropriate contact person listed in Schedule A to this Code.

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