A conflict of interest exists when a person's private interest conflicts with the interests of the Company. A conflict can arise when a Covered Party has interests that interfere with the performance of his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a Covered Party, or members of his or her immediate family, receives improper personal benefits as a result of his or her position at the Company. Loans to, or guarantees of obligations of, Covered Parties or their immediate family members may create conflicts of interest. Covered Parties with questions as to whether a conflict of interest exists under particular circumstances should consult with the President or General Counsel of the Company or, if circumstances warrant, Company's outside counsel or captive manage

In conducting the business of the Company, the Covered Parties shall comply with applicable laws, rules and regulations at all levels of government in the United States. Covered Parties are expected to know, understand and comply with the laws and regulations that relate to their Company responsibilities. Covered Parties must know enough about the applicable local, state and national laws and regulations to determine when to seek advice from supervisors, managers or other appropriate personnel.

All transactions must be properly documented and accounted for on the books and records of the Company. All reports, vouchers bills, invoices, payroll and service records, business measurement and performance records or other essential data are to be prepared and maintained with care and honesty. Covered Parties are responsible for safeguarding Company assets and properties under their control and for providing an auditable record of transactions relating to the use or disposition of such assets and property. 

In reports and documents filed with or submitted to governmental agencies by the Company, and in public communications made by the Company, the Covered Parties involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these Covered Parties shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. They shall not knowingly conceal or falsify information, misrepresent material facts or omit material facts which are necessary to avoid misleading the Company's independent auditors, shareholders or other interested parties. 

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The President and any officer shall promptly bring to the attention of the Board of Directors of the Company and to the Company's approved captive manager any information he or she may have concerning (a) significant deficiencies in the design or operations of internal control over financial reporting which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal control over financial reporting. 

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All Covered Parties shall deal fairly with customers, suppliers, competitors and employees. They shall not take unfair advantage of anyone through concealment, abuse of confidential, proprietary or trade secret information, misrepresentation or omission of material facts, or any other unfair dealing practices

All Covered Parties shall maintain the confidentiality of "Confidential Information" of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. For purposes of this prov1S1on, "Confidential Information" includes all non-public information (including private, proprietary and others) in which the Company or any customer, supplier or business associate of the Company has a reasonable and enforceable expectation of non-disclosure on the basis that such disclosure may damage their business interests or the personal privacy interests of any individual. 

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No Covered Parties may divert from the Company any Company property or information or their authority held by virtue of their position with the Company. If any business opportunity arising from Company property or information or their authority held by virtue of their position with the Company is presented to any Covered Parties, such business opportunity shall first be made available to the Company before he/she may pursue the opportunity for their own or another's account. In determining whether such business opportunity must first be offered to the Company, Covered Parties shall consider: (a) the circumstances in which the Covered Party became aware of the opportunity; (b) the significance of the opportunity to the Company and the degree of interest of the Company; ( c) whether the opportunity relates to the Company's existing or contemplated business and; ( d) whether there is a reasonable basis for the Company to expect that the Covered Party should make the opportunity available to the Company. 

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