Talcomp - Computer Solutions for Business and Professionals -

PURPOSE
This policy formalizes the Company's commitment to good ethics and good business practices including the highest standards of integrity, respect and accountability. The Company has an obligation to conduct itself by these standards and follow the core values that have been adopted. This policy provides guidance to all our employees on what is expected from them.

That is not only our profound belief, but it represents a pledge of conduct. Integrity in every aspect of the way we manage and conduct the business of Talcomp is a key element in our corporate culture. We do not want anyone to compromise sound standards of ethical behavior even if this action is based upon a sincere belief that such action might actually help us improve our financial performance. We place a high value on honesty, fair dealing and ethical business practices.

In 2006, we adopted a set of core values which are central to how we carry out our roles and responsibilities in this company. This policy formalizes our commitment to a number of those values, especially the highest standards of integrity, respect and accountability. It commits us to conducting business according to high ethical standards and the laws of all the countries in which we operate around the world.

This policy is designed to help you understand what Talcomp expects of you. It does not cover every ethical issue, but the basics are here to help your general understanding. In addition, to help resolve ethical questions not covered in this statement, we have developed a procedure, which is outlined at the end of this statement. We know it helps people make the right decisions.

If a potential course of action seems questionable, seek guidance. We encourage open communications regarding any possible violation of Talcomp's ethical principles and business practices.

We clearly want you to be sensitive to situations that could result in illegal, unethical or improper actions. You also should be alert to activities that even look improper.

Talcomp's reputation is in the hands of all of us. Let us continue to demonstrate integrity and honesty, a hallmark of the way Talcomp's people conduct company business.

HIGH STANDARDS OF ETHICS ARE ESSENTIAL TO OUR SUCCESS
This policy covers a wide range of business practices and procedures that flow from the company's commitment to ethical business conduct. All Talcomp employees must conduct themselves accordingly. To help us avoid even the appearance of improper behavior, many of our standards go beyond legal requirements. Specifically addressed are:

Each of us must become informed enough about these practices to know either the right way to act, or when we must consult with supervisors and management.

Talcomp views seriously its commitment to ethical business conduct. The company will take disciplinary action against those who violate its ethics standards.

If you are in a situation which you believe may be in violation of Talcomp policy, follow the guidelines to action located at the end of this statement of this policy.

OBEYING THE LAW
The foundation on which Talcomp's ethical standards are built is obeying the law.

We respect and obey the laws of the cities, states and countries where we operate. Although everyone is not expected to know the details of those laws, it is important for us to know enough to determine when we must get advice from supervisors or management. Obeying the law includes obeying the rules and regulations that are made by government agencies under the authority of law.

Fraud and theft are two important examples of illegal conduct that are not tolerated at Talcomp. These include embezzlement or misappropriation of the property or funds of the company, its employees, suppliers or clients.

Another critical area of complying with the law in a business setting is record keeping and record retention. See below under "Maintaining Accurate and Complete Records".

We are fair and honest. The only competitive advantages we seek are those gained through superior value creation. It is our intention to win business through excellent products and services, never through unethical or illegal business practices.

Good client relationships are based on integrity and trust. It is against Talcomp policy to engage in unethical or illegal activity to win or keep business. Don't lie or mislead people. All information we provide about our products and services, and the products and services of others should be correct. We do not engage in unfair competition or deceptive practices. We do not discuss or agree with competitors on prices or other terms that are offered to clients.

Basic honesty is the key to ethical behavior. Trustworthiness in the marketplace is essential to building solid and lasting relationships with either commercial or government clients.

SUPPLIERS
Many of us are involved with suppliers even though we are not in the Purchasing Department. For example, you may be involved in generating a list of approved suppliers. Or you may decide which suppliers meet or exceed our quality standards. You may send out artwork or printing, recommending preferred sources. Or you may select freight carriers, travel providers or software vendors. Whenever you are involved with our suppliers, it is important to be objective and fair.
Always employ professional business practices in selecting sources, in negotiations, in awarding business and in the administration of purchasing activities. The best approach is to be friendly, but strictly business-oriented.
In deciding among competing suppliers, it's important to be impartial. The decision to place a supplier on a bidding list should be based on:

Ultimately, the best interests of all concerned are served when Talcomp and its suppliers derive mutual benefit from relationships. The way to ensure this is to conduct business fairly, impartially and honestly.

SUCCESSFUL COMPETITION REQUIRES HIGH QUALITY
Quality is the cornerstone of our commitment to our clients and is essential to our ability to compete. Talcomp is committed to total quality leadership, including producing high quality products and services. Make quality a high priority in your daily work. It is an important part of individual integrity.
Quality goes beyond ethical considerations and encompasses all of our efforts to serve our clients. It focuses on the continuous improvement of all our processes, so that faults are prevented before they occur. In the context of ethics, however, quality definitely requires that Talcomp products and services be designed and supplied to meet our obligations to clients. That includes making sure that all inspection and testing are complete, accurate, truthful and handled properly.

As a corporation, we are committed to providing our clients with quality products and services. Individual dedication to excellence permits us to honor that commitment.

CONFLICTS OF INTEREST
We expect Talcomp employees to avoid any association which might conflict with their loyalty to the company or compromise their judgment.

There is a conflict of interest when a person's private interests and his or her business responsibilities are at odds. It may help to ask yourself these questions:

It's extremely important to avoid actions that could even appear to be influenced by personal interests.

In most circumstances, it is a conflict of interest for a Talcomp employee to work simultaneously for a competitor, supplier or client. You may not market products or services in competition with Talcomp. You are not allowed to work for a competitor, whether as an employee, consultant or board member, without prior written authorization from your supervisor. The best policy is to avoid any direct or indirect employment, or other business connection, with our competitors, suppliers or clients. This is an extremely sensitive area. Check carefully before acting.

Although it may not be a conflict of interest, for many employees it is often inappropriate to have a "moonlighting" job, either in a business you own, or one owned by another. If you are contemplating additional outside duties, discuss the situation thoroughly with your supervisor first.

In no event should company equipment be used for non-company business, although incidental personal use may be permitted at your facility.

Another area of potential conflict is "inside information." Employees who have access to material, confidential information as part of their job, are not permitted to use such material non-public information for financial benefit not only is unethical, it is also illegal.

Conflicts of interest are sometimes not clear-cut and can arise in a number of different circumstances. Correct action may require consultation with higher levels of management. So, before you act, it is especially important to discuss areas of concern with your supervisor.

Loyalty to Talcomp also requires that employees help preserve Talcomp's assets.

"Assets" includes physical items and proprietary information. Proprietary information needs to be handled carefully. This includes:

Any unauthorized use or disclosure of these types of information would violate Talcomp standards and the Proprietary Information and Inventions Agreement that you signed when you joined the company. In addition, misappropriating or using the proprietary information of others without their permission is also a violation of our policy. These misuses of Talcomp or third party proprietary information could also be illegal, and could bring civil and even criminal penalties.

All of us should make sure that Talcomp property under our control is properly used only for the company's legitimate business purposes, employing adequate controls and safeguards. Sensitive information should be stored and protected, and only made available on a need-to-know basis, precluding unauthorized access, use or removal. This includes adequate controls over remote access to Talcomp's systems and databases, and Talcomp’s client’s systems and databases.

Preserving Talcomp assets depends upon a strong sense of ethics by the individuals to whose care they are entrusted.

If you have questions about your ethical responsibilities in this area, follow the guidelines to action recommended below under the heading "How We Answer Ethical Questions at Talcomp."

DISCLOSURE
We provide full, fair, accurate, timely and clear disclosure to government agencies and the public

Talcomp adheres to sound business principles as outlined in this and other Corporate Communications. Specifically, the company and its employees will:

KICKBACKS AND GRATUITIES
We do not offer or accept kickbacks or bribes, or gifts of substantial value.

They are strictly forbidden. They subvert competition and corrupt those involved.

The purpose of business entertainment and gifts in a commercial or industrial setting is to create good will and sound working relationships.

Their purpose is not to gain special advantage with clients. You have crossed the line into unethical behavior when your actions unduly influence recipients, make them feel obligated to pay Talcomp back or violate their own standards of conduct. It is your duty to exercise good judgment and to act with moderation in offering or accepting entertainment or gratuities.

Practices in offering and accepting business gratuities vary among the markets we serve. With most commercial and industrial clients, reasonable entertainment and gratuities are customary. Never offer to anyone something that you know he or she is prohibited from receiving.

Practices in offering and accepting business gratuities also may vary among the countries in which we operate. At times, the offering of nominal payments to facilitate routine transactions may be permissible. Since this is a difficult area, and highly sensitive to our reputation, it is imperative that managers consult with their chain of command in advance to insure that such payments are customary, nominal and do not give the impression that Talcomp is unethical. In general, such entertainment, gratuities including gifts or promotional items should have a value of $100 or less.

Gifts to Talcomp personnel from our suppliers and vendors are not encouraged. Generally, modest gifts whose value is less than $100 may be acceptable but should, where practical, be made available for company use. For example, if you receive a gift basket from a vendor, you should make it available to others in your area. Gifts in excess of $100 in most cases must be turned over to Talcomp for its use or returned; this includes, e.g., travel vouchers or other travel gifts whose aggregate value is more than $100.

Consultation is critical. Please discuss your plans and actions with your supervisor any time you have a question about what is appropriate. When in doubt, don't do it until you know it's okay.

Our marketing activities must not entice representatives of clients to place their own personal interests above those of the organizations they represent. In commercial business areas, for example, it would violate company policy to give an expensive gift to a contact at a client company even if the budget can handle it.

MAINTAINING ACCURATE AND CORRECT RECORDS
Accurate record-keeping is essential to our business and our ethical standards.

While only a few of us maintain accounting records, many Talcomp employees help keep the company's records. For certain Talcomp businesses, the data from a time card may become the basis for charges to clients. Specific rules apply. Be accurate! Only the true and actual number of hours worked must be reported. Never shift costs to other clients or inappropriate work order numbers – this is strictly prohibited.

Many employees regularly use business expense accounts, commonly called "Travel and Entertainment" expenses. These expenses must be documented and recorded accurately. If you are not sure whether a potential expense is a legitimate business expense, the correct approach is to ask your supervisor or the controller. Rules and guidelines are available from the Finance Department.

They must maintain Talcomp books, records, accounts and financial statements in a manner which is both accurate and auditable. It is against Talcomp policy to make entries that intentionally conceal or disguise the true nature of any transaction. No funds or accounts should be kept for purposes not fully and accurately disclosed. Unrecorded or "off the books" funds or assets should not be kept for any purpose.

Each of us must be certain that the records we keep are accurate and maintained according to all applicable laws and regulations. If you have reason to believe that some aspect of Talcomp record-keeping is not being conducted properly, talk to your supervisor.

We only destroy or discard documents in accordance with the law and company policy. Among other things, this means that relevant documents may not be altered, destroyed or discarded when we have reason to believe they will be requested by a court, administrative agency or other government authority or when we are aware that they are relevant to a government investigation.

POLITICAL CONTRIBUTIONS
Our policy discourages company contributions to political candidates even where such contributions are lawful. Any Talcomp contributions in connection with elections are made to political action committees in accordance with the law and only when approved by senior management. We encourage individual employees to be involved in the political process, however, and to make personal contributions as they see fit.

Good citizenship is fostered by taking part in activities on a local, regional state or national level and expressing personal views on government, legislation and other matters of public interest. When we speak out on public issues, we must take care not to give the appearance of acting on Talcomp's behalf unless authorized to do so. For example, if you decide to write to your government representatives, you should do so on your own stationery. You may not write letters regarding political issues or campaigns on company letterhead. Any Company statements on political issues will be issued by Government Affairs or the Chief Executive Officer.

In addition, Talcomp employees may not allow personal political efforts to infringe on their normal workday commitments to Talcomp. Talcomp's facilities and equipment may not be used for personal political purposes.

United States Federal law prohibits corporations from making contributions to candidates running for Federal office. Although some state and local governments allow corporations to make political contributions within the state we only make such contributions after careful compliance review and approval by senior management. The following activities present special issues and are prohibited except when reviewed and authorized in advance by senior.

The purchase of a subscription to or advertising in any type of political publication
The use of company cars or other Talcomp property by political organizations, candidates or their staffs in connection with a political campaign
The use of corporate funds to purchase seats or tables at political dinners and political fund-raising events
The use of Talcomp's name in political or campaign literature

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HELP IS AVAILABLE FOR MAINTAINING TALCOMP'S STANDARDS
As Talcomp employees, we have a tremendous responsibility to sustain Talcomp's reputation as an ethical company. Continued honesty and integrity are vitally important. Let us do our best each day to maintain our standards. In doing so, we will contribute immensely to Talcomp's success.

Talcomp policies and practices are based heavily on trust and respect for the individual. And we understand that ethical business conduct depends upon the cooperation and full support of all.

If you have questions about ethics, follow the guidelines to action recommended below. If you are unsure of what to do in any situation, seek guidance before you act.

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HOW WE ANSWER ETHICS QUESTIONS AT TALCOMP
With some ethics issues it is easy to know right from wrong. If the question involves a matter of law, our course is clear and unambiguous we follow the law. But often the questions are not so clear-cut. They present us with difficult choices. It is impossible to prepare in advance for all possible problems. So, the best course of action is to understand the WAY to solve such problems.
These are the steps to keep in mind:

1. Get all the facts.
It is difficult enough to find answers WITH the facts; it is impossible to reach intelligent solutions without them.

2. Ask yourself: what specifically am I being asked to do?
It should enable you to bring into sharp focus the specific questions you are faced with, and what alternatives you may have.

3. Clarify your responsibility.
Most situations we face involve shared responsibility. Are all the other parties informed? By getting others involved, and airing the problem, a good course of action usually begins to come to light.

4. Is it fair?
When the problem is not a clear-cut matter of law or company policy, this simple question is often a useful guide. If a course of action seems unfair, examine why it seems unfair and who specifically, may be wronged. Is it our client? Talcomp interests? Other employees? In many cases, the best course for ethical purposes is also the one that seems fairest to all concerned.

5. Discuss the problem with your supervisor.
This is basic guidance for most situations, and should be considered during any of the above steps. In most cases, your supervisor will have a broader perspective than you do, and will appreciate being brought into the decision-making process before it's too late. Supervisors have a prime responsibility to help you solve problems. In the rare case where it may not be appropriate to discuss an ethics issue with your supervisor, you may discuss it with his or her supervisor or the Head of Human Resources.

6. Supervisors should, as appropriate, refer questions to or seek guidance from their supervisor or the department head.

7. Violations must be reported immediately
Accountability is one of the cornerstones of ethical organizations. Suspected violations of this Code are to be reported immediately to your supervisor or his/her supervisor. Retaliation for making a report or raising questions, as long as they are done in good faith, is prohibited. Conversely, knowingly making a false report is a violation of this policy.

Violations of this policy (including intentional failure to report violations or to take reasonable, good faith action after receiving a report of a violation) may result in disciplinary action, up to and including immediate termination. Further, any apparent violations of law may be reported to law enforcement by the company.

If your situation requires that your identity be kept secret, your anonymity will be protected. If you are unsure of what to do in any situation, seek guidance before you act

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ADMINISTRATION AND AMENDMENT
This policy is in no way intended to modify the at-will nature of your employment with the Company. Except as provided below, the Management Committee in its sole discretion shall interpret and administer this policy. This policy may not be amended or supplemented except in writing and with the express approval of the corporate officers.

Employees may not rely on any oral statements that are inconsistent with this written policy, nor which purport to change or add to it.

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