Code of Business Conduct

CODE OF BUSINESS ETHICS & CONDUCT APPLICABILITY

This Code of Business Ethics and Conduct (“Code”) applies to all officers, directors and employees of Charles S. Smith & Associates and its subcontractors (the “Company”) and to all of its business activities. This Code shall be incorporated in all contracts with individual consultants whom the Company engages to perform services for its customers, and they shall be expected to comply with this Code. As used in this Code, “employees” shall include such individual consultants and the Company’s outside directors.

RESPONSIBILITY & ACCOUNTABILITY

Responsibility for our commitment to integrity rests with each employee. All employees are expected to:

• Adhere to the highest standards of ethical business conduct.
• Know and comply with this Code and our other corporate policies and procedures.
• Maintain a work environment that encourages open and honest communication regarding ethics and business conduct issues and concerns.
• Avoid placing, or seeming to place, pressure on employees that could cause them to deviate from acceptable ethical behavior.
• Seek advice and guidance when unsure of a specific action, and
• Report suspected violations of this Code.

Employees who violate this Code will be subject to disciplinary action up to and including termination of employment. Violations also may result in civil or criminal penalties. An employee who witnesses a violation and fails to report it may be subject to discipline, and a manager may be subject to discipline to the extent that a violation reflects inadequate oversight.

Retaliation against employees who report what they believe in good faith to be a violation of this Code or any law or regulation applicable to the Company, who assist another in making such a report or who cooperate with an investigation of any such violation is strictly prohibited and will result in disciplinary action up to and including termination of employment.

ETHICAL CONDUCT

The Company aspires to conduct its business in accordance with uncompromising ethical standards and in full compliance with all laws and regulations. The Company expects every employee to adhere to high ethical standards, promote ethical behavior and be honest and forthright in dealings with one another as well as with customers, business partners and the public. Employees must not engage in conduct or activity that may raise questions as to the Company’s honesty, impartiality, or reputation or otherwise cause embarrassment to the Company. Every action should be judged by considering whether it is legal, fair to all concerned, in the best interests of our stockholders, employees and customers and able to withstand public scrutiny.

COMPLIANCE WITH LAWS

The Company and its employees must obey all applicable laws and regulations that affect the Company’s business. Some of the more common laws and regulations are discussed in this Code. Although the Company does not expect its employees to be experts in legal matters, it holds each employee responsible for being familiar with the laws governing his or her areas of responsibility. If you have a question concerning the application of any law or regulation to a contemplated action, it is your responsibility to seek guidance.

EQUAL OPPORTUNITY

The Company’s policy on equal employment opportunity prohibits discrimination based on race, color, religion, national origin, sex, age, physical or mental disability or veteran or any other status or classification protected by applicable federal, state or local law. This policy applies to all terms and conditions of employment, including recruiting, hiring, transfers, promotions, terminations, compensation, and benefits.

ANTI-DISCRIMINATION & ANTI HARASSMENT

The Company is committed to maintaining a work environment free from all forms of discrimination and harassment. In keeping with this commitment, the Company will not tolerate discrimination or harassment by anyone, including a supervisor, co-worker, supplier, vendor, consultant, visitor or customer of the Company. Harassment consists of unwelcome conduct, whether verbal, physical or visual, that is based upon a person’s protected status, such as race, color, religion, national origin, sex, age or physical or mental disability. All employees are responsible for helping assure that we avoid harassment in the workplace and immediately reporting any harassment experienced or witnessed.

DRUG-FREE WORK PLACE

Our policy is to provide a working environment free of the problems associated with the use and abuse of controlled substances or alcohol. The distribution, dispensing, possession or use of illegal drugs or other controlled substances, except for approved medical purposes, at any Company office or site where Company employees are engaged in work-related activities is strictly prohibited. In no event should any employee be under the influence of [alcohol,] illegal drugs or controlled substances (other than controlled substances approved for medical purposes) while present at any such office or site. [Alcohol shall not be consumed on Company premises except as authorized during Company-sponsored events.

PROTECTION & USE OF COMPANY ASSETS

All employees are responsible for the protection and appropriate use of Company assets, which include physical assets as well as intellectual property and confidential information. Although Company assets are intended to be used only for legitimate business purposes, it is recognized that occasional personal use by employees may occur without adversely affecting the Company’s interests.

For example, employees may occasionally use Company computers to send and receive personal e-mail and Company telephones to make or receive personal, local telephone calls – so long as such activity does not interfere with the Company’s business and adheres to the Company’s policies for appropriate communication. The Company reserves the right to access, review, delete, disclose or use any employee personal communications and other material stored in Company computers or telephones, and thus you should not have any expectation of privacy with respect to such communications and material.

COMPANY RECORDS

The use, expenditure and disposal of Company resources must be documented as required by Company procedures. Documents and other records must be maintained in accordance with the applicable requirements of law, contracts and Company policies and shall not be used for personal gain or benefit. No employee or anyone acting on the Company’s behalf shall take any action to circumvent the Company’s system of internal controls or provide misleading information in Company documents and records.

USE OF SOFTWARE

Employees shall use all software only in accordance with the terms of the Company’s license agreements or other contracts under which the software is supplied. Company licensed software may not be copied or provided to any third party unless authorized under the applicable license agreement.

PROTECTION OF INTELLECTUAL PROPERTY & CONFIDENTIAL INFORMATION

It is essential for all employees to safeguard the Company’s trade secrets and confidential information and to refuse any improper access to trade secrets and confidential information of any other company or entity, including our competitors. Company proprietary information must not be discussed with others within the Company, except on a strict need-to-know basis.

If there is a need to disclose Company trade secrets or confidential information to any person outside the Company, such disclosure must be done only in conjunction with an enforceable non-disclosure agreement. Similarly, the Company’s rights in its technology and products must be protected by use of appropriate agreements whenever such technology and/or products are used, transferred or disclosed. For the purposes hereof, “confidential information” also includes information relating to Company employees and other persons or entities that the Company is obligated by law or agreement to maintain in confidence.

AVOID PERSONAL CONFLICTS OF INTEREST

Each employee has the legal duty to carry out his or her responsibilities with the utmost good faith and loyalty to the Company. A “personal conflict of interest” occurs when your own interests (for example, financial gain, career development, or reputation advantage), or those of your immediate family, interfere in any way or even appear to interfere with the Company’s legitimate business interests or your ability to make objective and fair decisions when performing your job. Immediate family members include your spouse or former spouse; parents, step- parents, and grandparents (of both you and your spouse); children, stepchildren, and grandchildren (of you and your spouse) and their spouses; siblings and their spouses; and any others living in your household. In order to avoid potential conflicts of interest, employees should avoid any activity that could reasonably be expected to put them in a conflict situation.

Although not every situation contrary to this policy can be listed here, the following situations are prohibited:

• Competing against the Company.
• Serving as a consultant to or as a director, trustee, officer or employee of a company, organization or government agency that competes or deals with or is a supplier or vendor to or customer of the Company.
• Holding a significant financial interest (other than ownership of stock of a publicly held company where the amount owned is both less than 1% of the stock outstanding and worth less than $50,000) in a company doing business with or competing with the Company if you are in a position to influence the Company’s business transactions with that company.
• Accepting gifts, gratuities or entertainment from any customer, competitor or supplier or vendor of goods or services to the Company, except to the extent they are lawful, consistent with marketplace practices, infrequent and nominal in amount (less than $50) and are not in cash or offered in consideration for an improper action or in a manner that could hurt the Company’s reputation for impartiality and fair dealing.
• Using for personal gain any business opportunities that are identified through your position with the Company.
• Using Company property, information or position for personal gain, • Having a personal interest or potential for gain in any Company transaction (excluding commissions or bonuses payable in accordance with a Company-approved compensation plan or agreement).
• Maintaining employment or any other relationship with another organization, or engaging in any other business or activity, that adversely affects your job performance at the Company.
• Placing Company business or recommending that Company business is placed with a firm owned or controlled by a Company employee or his or her immediate family (as defined above).

If you are in doubt whether a situation or certain activity constitutes a conflict of interest, it is your responsibility to seek guidance.

PROVIDING GIFTS AND OTHER GRATUITIES

Business courtesies such as gifts, entertainment, services or favors should not be offered to any government employee or representative. When dealing with non-government personnel in connection with government contracts or subcontracts, similar restrictions apply. It is a crime to offer, provide, solicit or accept anything of value either in return for favorable consideration on a government contract or subcontract or because of an official act performed or to be performed. Business courtesies offered to commercial, nongovernment customers must demonstrate good business judgment, must be consistent with marketplace practices, infrequent, nominal in amount (less than $50) and legal, and must not be in cash or offered in a manner that could hurt the Company’s reputation for impartiality and fair dealing. When in doubt regarding the appropriateness of a business courtesy, seek guidance, and always err on the side of caution.

FALSE CLAIMS AND FALSE STATEMENTS

Knowingly making a false claim or false statement to the government is a 
violation of law and can subject both the Company and individual employees to civil and criminal sanctions including fines, suspension, debarment and prison sentences. It is the responsibility of each employee to ensure that all claims and statements submitted to the government are truthful and not misleading. In addition, the highest standard of honorable and ethical conduct shall be observed in all relationships with the Company’s competitors. The advancement of the Company’s business interests through the dissemination of unverified information or other unfair actions intended to damage competitors is prohibited, as are any other dishonorable activities.

DEALINGS WITH SUPPLIERS, VENDORS AND BUSINESS PARTNERS

Integrity and fair dealing are core components of our business practices. All sup- pliers, vendors and other business partners should be treated fairly and uniformly in accordance with the Company’s established purchasing policies and procedures. Employees must not engage in any activity prohibited under anti-trust laws, including boycotting, price-fixing, refusal to deal, price discrimination or disparate treatment of suppliers and vendors. Paying bribes, accepting kickbacks, and obtaining or using third-party insider information in dealings with suppliers, vendors and business partners are expressly prohibited and will not be tolerated.

INTERNATIONAL BUSINESS

It is always important that employees conducting international business know and abide by the laws of the United States and the countries that are involved in such business activities or transactions. These laws govern the conduct of Company employees throughout the world. If you participate in these business activities, you should know, understand and strictly comply with these laws and regulations, including those relating to export controls, anti-bribery and anti-boycotts discussed below. If you are not familiar with these laws and regulations, seek guidance prior to negotiating any transaction involving a foreign country or entity.

EXPORT CONTROLS

These are specific laws and regulations to be followed when exporting materials, equipment, weapons, (International Traffic in Arms Regulations, ITAR) technology, data, software, information, and services (“items”). These laws and regulations apply not only to exports of such items outside the United States but also to “deemed exports” within the United States when export controlled items are disclosed to foreign nationals in the United States, including to employees of the Company or its teammates who are not U.S. nationals. Prior to transferring any item outside of the United States or to a foreign company or national within the United States, it is the responsibility of each employee to ensure that all relevant export laws and regulations are followed. This responsibility includes verifying (according to the Company’s export procedures) that the correct license is used on any export declaration or other document required for export. If you have any doubt about exports, it is your responsibility to seek guidance.

FOREIGN CORRUPT PRACTICES ACT (FCPA)

The FCPA is intended to prevent bribery of foreign officials by representatives of U.S. companies for the purpose of securing a business advantage. It prohibits the payment or offering of anything of value directly or indirectly to a foreign government official, political party, party official or candidate for the purpose of influencing an official act of the person or the government in order to obtain such an advantage.

It is the responsibility of each employee involved in international business activities to become familiar with the requirements of the FCPA and to seek guidance prior to engaging the services of any foreign consultant or marketing representative or making any offer or payments that might be in violation of the FCPA.

ADMINISTRATION & INTERPRETATION

The Company’s Compliance Officer will administer this Code of Business Ethics and Conduct. All questions relating to this Code and the Company’s business practices in general should be directed to the Compliance Officer.

OBTAINING MORE INFORMATION

Employees are expected to know and comply with this Code and the Company’s other policies and procedures. Employees who have questions about this Code or concerns regarding compliance have a duty to seek guidance. Employees should address such questions or concerns to their immediate supervisors or to the Compliance Officer. Employees who wish to seek guidance anonymously should feel free to use the Company’s address at compliance@YourCompany.com for reporting violations described in the next section.

OBLIGATIONS OF EMPLOYEES TO REPORT VIOLATIONS

It is the responsibility of any employee having knowledge of any activity that is or may be in violation of this Code or any law or regulation applicable to the Company’s business to report such activity. Employees should make such reports to their immediate supervisors or to the Compliance Officer.

It is the Company’s policy that there will be no retaliation against any employees who report what they believe in good faith to be a violation of this Code or any law or regulation applicable to the Company or who assist others in making any such report.

Persons reporting potential violations should be aware that, while a Company representative receiving a report of a suspected violation will take steps to keep such report confidential, the need to investigate and correct any impropriety may require disclosure of the matter reported.

INVESTIGATION OF MISCONDUCT

The Company reserves the right to use any lawful method of investigation that it deems necessary to determine whether any person has engaged in conduct that in its view interferes with or adversely affects its business. Every employee is expected to cooperate fully with any investigation of any violation of law, the Company’s policies and procedures or this Code.

WAIVER OF THIS CODE If any employee believes that a waiver of this Code is necessary or appropriate, including, but not limited, to any potential or actual conflict of interest, a request for a waiver and the reasons for the request must be submitted to the Compliance Officer for a decision by the President. Any waiver of this Code for officers and directors may be made only by the Board of Directors. AMENDMENT OF THIS CODE This Code may only be amended by the Company’s Board of Directors.