following Code of Ethical Conduct Certification has
been signed by Chad Deaton, Chief Executive Officer on
January 7, 2009, and Peter Ragauss, Chief Financial
Officer, and Al Keifer, Principal Accounting Officer
on January 6, 2009.
CODE OF ETHICAL CONDUCT
Incorporated (the “Company”) is committed
to adhering to the highest ethical standards with
respect to its management and the disclosure of
information in connection with the business and
operations of the Company. Accordingly, the Chief
Executive Officer, Chief Financial Officer, Principal
Accounting Officer, and all persons performing similar
functions on behalf of the Company are required to
certify to the statements below.
In my role as
the Company, I have received and reviewed the
Company’s Business Code of Conduct (the “Code
of Conduct”), which provides principles to which
I am expected to adhere and advocate. The Code of
Conduct embodies rules regarding individual and peer
responsibilities, as well as responsibilities to the
Company, the shareholders and the public. I certify to
you that I adhere to and advocate the Code of Conduct,
including the following principles and
responsibilities governing my professional and ethical
conduct, to the best of my knowledge and ability:
I actively engage in and promote honest and
ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between
personal and professional relationships.
I avoid conflicts of interest and disclose to
the appropriate persons with the Company any material
transaction or relationship that reasonably could be
expected to give rise to such a conflict.
I provide full, fair, accurate, timely and
understandable disclosure in reports and documents
filed with, or submitted to, the Securities and
Exchange Commission and in other public
I comply with rules and regulations of
federal, state, provincial and local governments and
other appropriate private and public regulatory
agencies, including insider trading laws, and to the
best of my knowledge, the rules and regulations of
I respect the confidentiality of information
acquired in the course of business except when
authorized or otherwise legally obligated to disclose
the information. I acknowledge that confidential
information acquired in the course of business is not
to be used for personal advantage.
I promote the protection and preservation of
the Company’s assets and resources, strive to
ensure their efficient use and assist the Company in
its efforts to control costs.
I conduct myself with fairness, honesty,
integrity and professionalism, proactively promote
such ethical behavior among employees at the Company
and as a responsible partner with industry peers and
associates and endeavor to deal fairly with the
Company’s customers, suppliers, competitors and
I provide communications that are both
accurate and forthright when promoting the Company
and its products.
I act in good faith, responsibly, with due
care, competence and diligence, without
misrepresenting material facts or allowing my
independent judgment to be subordinated.
I will not (a) use for
personal gain or take for myself opportunities that
are discovered through the use of Company property,
information or position; (b) use Company property,
information or position for personal gain; or (c)
compete with the Company.
I promptly report to the appropriate persons
with the Company or the Board of Directors any
violations of the Code of Conduct of which I become
am accountable for adherence to the Code of Conduct.
I acknowledge that any waiver of the Code by me may
only be made in advance by the Board of Directors and
must be promptly disclosed to shareholders.