1.

Trading on Material Nonpublic Information. No Insider shall engage in any transaction involving a purchase or sale of Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the close of business on the second Trading Day (as defined below) following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used herein, the term “ Trading day” shall mean a day on which the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. or any other market on which the Company’s shares are then listed or quoted, is open for trading.

Tipping. No Insider shall disclose (“tip”) any Material Nonpublic Information to any other person (including family members), nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities.

Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.

Liability for Insider Trading. Insiders may be subject to penalties of up to $1 million and up to ten years in jail for engaging in transactions in the Company’s securities at a time when they have knowledge of Material Nonpublic Information regarding the Company.

Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the National Association of Securities Dealers, Inc. use sophisticated electronic surveillance techniques to uncover insider trading.

Possible Disciplinary Actions. Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans, immediate termination of employment and/or forfeiture of Company options previously granted.

Company Liability. Although responsibility for compliance with this Policy and liability for non- compliance are primarily personal to the individuals involved, violations may result in civil and criminal liability for the Company. Criminal penalties for corporations have been assessed at up to $2.5 million.

Mandatory Black-out Period For Officers, Directors and Certain Employees, Recommended For All Employees. The period beginning two weeks before the filing due date for financial information after the end of each fiscal quarter or year and ending two Trading Days following the date of public disclosure of the financial results for each fiscal quarter or year, is a particularly sensitive period of time for transactions in the Company’s securities from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that officers, directors and certain other employees will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter.

Accordingly, to ensure compliance with this Policy and applicable federal and state securities laws, all Insiders having access to the Company’s internal financial statements or other Material Nonpublic Information shall refrain from conducting transactions involving the purchase or sale of the Company’s securities during the period beginning two weeks before the filing due date and ending two Trading Days following the date of public disclosure of the financial results for each fiscal quarter or year (the “Black-out Period”). Unless otherwise advised by the Insider Trading Compliance Officer, the Black-out Period shall be the period indicated above. The purpose behind the Black-out Period is to establish a diligent effort to avoid any improper transactions.

From time to time, the Company may also recommend that directors, officers, selected employees and others suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, such persons are advised not to engage in any transaction involving the purchase or sale of the Company’s securities during such period and should not disclose to others the fact of such suspension of trading.

It should be noted, however, that even outside the Black-out Period, any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in the Company’s securities until such information has been known publicly for at least two Trading Days, whether or not the Company has recommended a suspension of trading to that person. Assuming the absence of Material Nonpublic Information, trading in the Company’s securities outside of the Black-out Period should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times.

Pre-clearance of Trades. The Company has determined that all directors, officers and 10% shareholders of the Company should refrain from trading in the Company’s securities without first complying with the Company’s “pre-clearance” process. Each officer and director should contact the Company’s Insider Trading Compliance Officer or Chief Financial Officer prior to commencing any trade in the Company’s securities. If the direction from this Officer is unclear and/or the situation is unclear, further external and competent securities counsel should be sought and the process and advice documented. The Company may find it necessary, from time to time, to require compliance with the pre-clearance process from certain employee’s, consultants and contractors other than and in addition to officers and directors. Any employee with any questions regarding trading in the Company’s securities is encouraged to contact the Insider Trading Compliance Officer or Chief Financial Officer.

Individual Responsibility. Every Insider has the individual responsibility to comply with this Policy against insider trading, regardless of whether the Insider trades even outside the Black-out Period.

An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

It is against Company policy and against the law for any employee, or any other person associated with the Company or its employees, to trade in our common stock while possessing insider information about the Company. A violation of the laws against insider trading can lead to criminal prosecution resulting in prison terms of up to 10 years, and monetary penalties of U.S.$1,000,000 or more. A violation of the Company’s policy may also result in ineligibility for future participation in the Company’s equity incentive plans, immediate termination of employment and/or forfeiture of Company options previously granted.

Black-out Period. Confirm that the trade will not be made during the Company’s Black-out Period.

Section 16 Compliance. Confirm, if the individual is an officer, director of 10%+ shareholder subject to Section 16, that the proposed trade will not give rise to any potential liability under Section 16 as a result of matched past (or intended future) transactions. With respect to Rule 16b-3 plans, ensure that a stock option has been held for at least 6 months from the date of grant prior to sale of the shares. Also, ensure that a Form 4 has been or will be completed and will be timely filed.

Prohibited Trades. Confirm that the proposed transaction is not a “short sale, “put”, “call” or other prohibited or strongly discouraged transaction.

Rule 144 Compliance. Confirm that:

Current public information requirement has been met;

Shares are not restricted or, if restricted, the six month holding period has been met;

Volume limitations are not exceeded (confirm the individual is not part of an aggregated group);

The manner of sale requirements have been met; and

The Notice of Form 144 has been completed and filed.

Rule 10b-5 Concerns. Confirm that (i) the individual has been reminded that trading is prohibited when in possession of any material information regarding the Company that has not been adequately disclosed to the public, and (ii) the Insider Trading Compliance Officer has discussed with the insider any information known to the individual which might be considered material, so that the individual has made an informed judgment as to the presence of inside information.