This Code of Ethics has been established pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission (“SEC”) rules implementing such section, which requires that the Company establish a code of ethics to apply to the Company’s principal executive officer, principal financial officer, controller, principal accounting officer, or persons performing similar functions (the "Senior Financial Officers")*. 

This Code is designed to deter wrongdoing and promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  
  
• full, fair, accurate, timely, and understandable disclosure in reports and documents provided to the Securities and Exchange Commission (if the Company were a reporting company under the Securities Exchange Act of 1934, as amended) and in other public communications made by the Company;
  
  
• compliance with applicable governmental laws, rules and regulations;
  
  
• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
  
  
• accountability for adherence to the Code.

* Even though the Company is not currently a reporting company under the Securities Exchange Act of 1934, as amended, the Company’s Board of Directors and its Audit Committee decided to continue adherence to this Code of Ethics.

Ethical Conduct for Conducting the Company’s Business

Senior Financial Officers shall adhere to the following in conducting the Company’s business: 

• Conduct business ethically, with honesty and integrity.  Senior Financial Officers are responsible for acting ethically and being honest and truthful in their business dealings on behalf of the Company, including the ethical handling of actual or apparent conflicts of interests between personal and professional relationships.
  
  
• Avoid conflicts of interest.   Senior Financial Officers shall disclose to the Audit Committee of the Company’s Board of Directors any material transactions or relationships that could reasonably be expected to give rise to such a conflict. 
  
  
• Protect confidential information.  Senior Financial Officers shall take all reasonable measures to protect the confidentiality of non-public information about the Company, its subsidiaries and their customers and to prevent unauthorized disclosure of such information unless required by applicable law. 
  
  
• Make only fair and accurate disclosures.  Senior Financial Officers will produce full, fair, accurate, timely, and understandable disclosure in reports and documents provided to the Securities and Exchange Commission (if the Company were a reporting company) and other regulatory bodies and in other public communications made by the Company or its subsidiaries.  Senior Financial Officers shall not attempt to influence improperly, coerce, manipulate, or mislead the Company’s internal auditors or the Company’s independent accounting firm.
  
  
• Comply with all applicable laws and regulations.  Senior Financial Officers are responsible for complying with governmental laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations, which apply in the conduct of their business on behalf of the Company.  Senior Financial Officers must not engage in unlawful or criminal activities when acting on behalf of the Company.
  
  
• Be accountable for adherence to this Code of Ethics.  Senior Financial Officers are responsible for the prompt reporting, without fear of retaliation, of violations of this Code of Ethics to the Company’s Audit Committee of the Board of Directors or Company legal counsel designated by the Audit Committee.  Failure to observe this Code of Ethics may result in disciplinary action, up to and including termination of employment.  Violations of this Code may also constitute violations of law and may result in civil and criminal penalties for you and/or the Company. Any waiver of a provision of this Code may be made only by the Company’s Board of Directors (or a Board committee) and must be promptly disclosed to the public in accordance with applicable regulations.