Conflict of Interest Policy

(As adopted on March 6, 2006)

- It is Company’s policy that all employees must avoid any conflict between their personal interests and those of the Company (including all of its affiliates and divisions). Conflicts of interest arise when an employee’s objectivity in reaching or influencing decisions for the Company is, or may be, affected by factors other than the Company’s best interests. No employee may, directly or indirectly, use his decision-making authority or position to obtain a personal benefit from any sale, purchase or other activity of the Company. Among the most common situations that create such conflicts of interest are accepting gifts or gratuities from customers or suppliers, employment by another company while continuing to be an employee of the Company, ownership of a part of another company or business that has interests adverse to the Company’s or an interest in the Company, close or family relationships with suppliers or competitors, and improper communications with competitors or with suppliers regarding bids for contracts. These types of situations must be reported to senior management before being entered into.

- When acting on behalf of the Company, it is the responsibility of each employee to conduct himself in the best interests of the Company. Each employee owes a duty to advance the Company’s legitimate business interests when the opportunity to do so arises. He is prohibited from taking for himself (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has been already offered and declined the opportunity.

- Transactions or deals involving the Company and a member of an employee’s immediate family (e.g., spouse, child, sibling, parent or in-law) or an individual who has a close personal relationship with such employee must be brought to the attention of the employee’s superiors to determine if the transaction poses a perceived, potential or actual conflict of interest.

- It is against Company policy for an employee or any member of his immediate family to accept or actively solicit from any customer, creditor, supplier or other third party any compensation, commissions, share in profits or other payments or any entertainment, services, travel or personal gifts, except for those items openly and lawfully given as part of customary business practices which are either of nominal value from any individual or organization (other than the Company or its affiliates) as a result of the employee’s position or work in the Company.

- The Company’s conflict of interest policy will not be violated by, and employees need not report, the ownership of publicly-traded securities; provided, that the employee and members of his immediate family do not own in the aggregate more than 5% of the outstanding equity securities of, and do not otherwise control, the public company involved.

- Employees shall report any violation of this policy known to them or which comes to their attention. Any questions concerning the propriety of any activity or transaction under this policy or concerning the applicability of this policy to any particular facts and circumstances should be communicated to his manager, or the Company’s Human Resources management, or the Company’s Legal Counsel, or the Board’s Audit Committee as appropriate. No such report concerning a violation by another person, if made in good faith, and no such inquiry, shall subject an employee to any disciplinary action or affect the conditions of his employment in any manner whatsoever, but the failure to report any violation of which an employee is or becomes aware may itself constitute a violation of the Company’s policies and procedures.

- The Company requires that any employee who violates the Company’s conflict of interest policy shall be subject to appropriate disciplinary action, up to and including termination of employment. However, the continuation of any interest or activity that might otherwise constitute a conflict of interest shall not be deemed to be a violation of this policy after it has been fully reported in writing to the Company’s Human Resources management, or the Company’s Legal Counsel, or the Board’s Audit Committee as appropriate, unless and until such time as the employee is requested to take action regarding such interest or activity. Failure to comply with any such request will, however, constitute a violation of this policy. 

- Conflict of interest situations also refer to ownership of a part of another company or business having interests adverse to the Company and accepting commissions or share in profits from any supplier, customer or creditor. The Company does not seek competitive advantages through illegal, unethical or unfair dealing practices. Improper communications with competitors or suppliers regarding bids for contracts are reported to the senior management, Chairman of the Board or the Audit Committee, as appropriate.

- To monitor compliance with the Conflict of Interest policy, the Company requires early submission by a Director, Officer and employee of a “single transaction” disclosure statement, and due before potential conflict of interest arises, of his direct or indirect financial interest in a specific contract or purchase proposed to be entered into by your Company, subsidiaries or its affiliates with or from a particular contractor or supplier. Failure to make proper disclosure as required may result in disciplinary action.