The following conduct standards apply to the professional activities of every director, officer and employee of PacificNet and its subsidiaries. These standards concern (1) Serving Clients, (2) Internal Relations, (3) Conflicts of Interest, (4) Confidential and Proprietary Information, (5) Commitments to Entity, (6) Compliance with Laws, Rules and Regulations, and (7) Waivers of this Code.

Some of the standards that follow are enforceable guidelines for professional conduct. So please do read this code, and remember that as our company evolves, the Code of Business Conduct and Ethics (the "Code") will evolve as well. Our core principles won't change, however, the specifics might. And always bear in mind that each of us has a personal responsibility to do everything we can to incorporate these principles into our work, and our lives.

Table of Contents

I . Serving Clients

• Honesty
• Competence
• Language
• Services

II. Internal Relations

• Respect
• Collaboration & Consultation
• Disputes Involving Colleagues
• Equal Opportunity Employment
• Incompetence of Colleagues
• Unethical Conduct of Colleagues

III. Conflicts of Interest

• Disclosure
• Personal Investments
• Gifts and Entertainment

IV. Confidential and Proprietary Information

V. Commitments to Entity

• Assets Protection and Use
• PacificNet Improvement
• Professional Responsibility

VI. Compliance with Laws, Rules and Regulations

VII. Waivers of this Code

I . Serving Clients

• Honesty

  Our communications with our clients should be appropriately clear and truthful. Our reputation as a company to our clients can trust is among our most valuable assets, and it is up to all of us to make sure that we nourish that reputation.

• Competence

  • Staff should provide services and represent themselves as competent only within the boundaries of their education, training, certification, consultation received, or other relevant professional experience.
  • When generally recognized standards do not exist with respect to an emerging area of practice, PacificNet's staff should exercise careful judgment and take responsible steps (including appropriate education, research, training, consultation, and supervision) to ensure the competence of their work and to protect clients from harm.

• Language

  PacificNet's staff should use accurate and respectful language in all communications instead of using derogatory language in their written or verbal communications to clients.

• Services

  • When setting fees, PacificNet's staff should ensure that the fees are fair, reasonable, and commensurate with the services performed.
  • Staff should make reasonable efforts to ensure continuity of services in the event that services are interrupted by factors such as unavailability, relocation, illness, and disability.
  • Staff should terminate services to clients and professional relationships with them when such services and relationships are no longer required or no longer serve the clients' needs or interests.
  • Staff should not terminate services to pursue a social or financial relationship with a client.
  • Staff who leaving an employment setting should inform clients of appropriate options for the continuation of services and of the benefits and risks of the options.

II. Internal Relations

• Respect

  • Staff should treat colleagues with respect and should represent accurately and fairly the qualifications, views, and obligations of colleagues.
  • Staff should avoid unwarranted negative criticism of colleagues in communications with clients or with other professionals. Unwarranted negative criticism may include demeaning comments that refer to colleagues' level of competence or to individuals' attributes such as race, ethnicity, national origin, color, sex, age, marital status, political belief, religion, and mental or physical disability.

• Collaboration & Consultation

  • Staff members of an interdisciplinary team should participate in and contribute to decisions that affect the well-being of clients by drawing on the perspectives, values, and experiences of the profession. Professional and ethical obligations of the interdisciplinary team as a whole and of its individual members should be clearly established.
  • Staff for whom a team decision raises ethical concerns should attempt to resolve the disagreement through appropriate channels. If the disagreement cannot be resolved, staff should pursue other avenues to address their concerns consistent with client well-being.
  • Staff should seek the advice and counsel of colleagues whenever such consultation is in the best interests of clients.
  • Staff should keep themselves informed about colleagues' areas of expertise and competencies also should seek consultation only from colleagues who have demonstrated knowledge, expertise, and competence related to the subject of the consultation.
  • When consulting with colleagues about clients, PacificNet's staff should disclose the least amount of information necessary to achieve the purposes of the consultation.

• Disputes Involving Colleagues

  • Staff should not take advantage of a dispute between a colleague and an employer to obtain a position or otherwise own interests.
  • Staff should not exploit clients in disputes with colleagues or engage clients in any inappropriate discussion of conflicts between PacificNet's staff and their colleagues.

• Equal Opportunity Employment

  PacificNet is an equal opportunity employer. Employment here is based solely upon one's individual merit and qualifications directly related to professional competence. We don't discriminate on the basis of race, color, religion, national origin, ancestry, pregnancy status, sex, age, marital status, disability, medical condition, sexual orientation, gender identity, or any other basis protected by law.

• Incompetence of Colleagues

  • Any Staff who has direct knowledge of a colleague's incompetence should consult with that colleague when feasible and assist the colleague in taking remedial action.
  • Any Staff who believes that a colleague is incompetent and has not taken adequate steps to address the incompetence should take action through appropriate channels established by PacificNet or other professional organizations.

• Unethical Conduct of Colleagues

  • Staff should take adequate measures to discourage, prevent, expose, and correct the unethical conduct of colleagues.
  • Staff should be knowledgeable about established policies and procedures for handling concerns about colleagues' unethical behavior, and also should be familiar with related procedures for handling ethics complaints.
  • Staff who believes that a colleague has acted unethically should seek resolution by discussing or appropriate formal channels when feasible and when such avenues are likely to be productive.
  • Staff should defend and assist colleagues who are unjustly charged with unethical conduct.

III. Conflicts of Interest

• Disclosure

  PacificNet's staff should consider the responsibility to promptly disclose any interest you may have that could conflict with the interests of the company. For example, if one of your family members is or becomes a PacificNet's supplier, customer or competitor, for which may not necessarily represent a conflict of interest, but the right thing is to let your managers or Boards know about the situation immediately.

• Personal Investments

  You should not invest, without approval from your Board of Directors, in a PacificNet's customer, supplier, developer or competitor if it's at all likely that your investment could compromise the fulfillment of your responsibilities as a PacificNet's staff. As a general rule, the greater your responsibilities at PacificNet and the larger amount of the desired investment, the more likely it is that you're doing something that conflicts with the company's interests.

• Gifts and Entertainment

  Not all gifts and entertainment necessarily represent conflicts of interest; inexpensive gifts, infrequent business meals and entertainment, and invitations to celebratory events can be considered ordinary aspects of many PacificNet's staff' business relationships, provided that they aren't sufficiently excessive as to create the appearance of impropriety.

IV. Confidential and Proprietary Information

All confidential and proprietary information concerning PacificNet obtained by you is the property of the company and must be protected and must not be improperly disclosed to third parties.

In addition, in the course of serving our clients and partners, you may learn confidentiality or proprietary about them that PacificNet is required to protect. It is equally important that you guard against the improper disclosure of the information as well

PacificNet's confidential and proprietary information includes all non-public information that might be of use to competitors, or harmful to PacificNet if disclosed. You must maintain the confidentiality of such information entrusted to you by PacificNet, its clients and its suppliers, except when disclosure is authorized by PacificNet or required by law. The obligation to keep this information confidential includes communications with family members and continues even after your employment relationship with PacificNet terminates.

Confidential and proprietary information includes, but is not limited to:

• PacificNet's trade secrets;
• PacificNet's software programs, including source and object code;
• PacificNet's designs, invention, ideas, processes, and techniques;
• Information about PacificNet new products, marketing plans, product roadmaps, and product ship date;
• PacificNet's research and development efforts;
• Information regarding existing or potential contracts, order, suppliers, clients
• PacificNet's business trends and projections;
• Information about PacificNet's employees;
• Information about PacificNet 's financial performance or targeted financial performance;
• Information relating to potential acquisitions by or of PacificNet;
• PacificNet's investments and divestitures;
• Other sensitive information.

Finally, it's a small world, and some of us will undoubtedly find ourselves involved in personal relationships with people employed by one of our competitors. In this case, as in most others, common sense applies that you shouldn't tell significant thing that the company considers confidential, any more than you'd reveal that information to a stranger at a coffee shop (and you shouldn't solicit confidential information about the competing company, either).

V. Commitments to Entity

PacificNet's staff should not participate in, condone, or be associated with dishonesty, fraud, or deception, which is the basic rule for the commitment to entity.

• Assets Protection and Use

  PacificNet's assets are to be used only for legitimate business purposes of the company and only by authorized personnel. This includes tangible assets and intangible assets, such as, software programs, trade secrets, patents, trademarks, copyrights, other intellectual property rights, business, marketing and service plans, engineering and manufacturing ideas, designs, databases, employee records and any unpublished financial data and reports. Unauthorized alteration, destruction, use, disclosure or distribution of these assets, as well as theft or waste of, or carelessness in using these assets may have a direct adverse effect on the company's business and could subject you to disciplinary action, up to and including termination of employment or affiliation with PacificNet.

  We provide computers, e-mail and Internet access to employees for the purpose to achieve PacificNet's business objectives. Keep in mind that any improper or illegal use of these resources could reflect poorly on the company, damaging our reputation, as well as exposing you and the company to legal liability.

• PacificNet Improvement

  Staff should work to improve PacificNet's policies and procedures and the efficiency and effectiveness of the company's services.

• Professional Responsibility

  All staff should avoid our own personal problems, psychosocial distress, legal problems, or health difficulties to interfere with our professional judgment and performance or to jeopardize the best interests of clients and PacificNet for whom we have a professional responsibility, and staff have such problems should immediately seek consultation or take appropriate remedial action by making adjustments in workload, terminating practice, or taking any other steps necessary to protect interests of all.

VI. Compliance with Laws, Rules and Regulations

It is the Company's policy to comply with all applicable laws, rules and regulations.

It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations.

PacificNet does not allow behavior or content related to illegal activities. You are required to comply with the laws, rules and regulations that govern the conduct of our business and to report any suspected violations in accordance with these rules.

Any violation of applicable laws, rules and regulations, including any conflict of interest that rises to such a level, will be dealt with swiftly by the Company and promptly disclosed to the applicable law enforcement authorities.

VII. Waivers of this Code

Any waiver of any provision of this Code of Business Conduct and Ethics for a member of the Company's Board of Directors or an executive officer must be approved in writing by the Company's Board of Directors and any such waiver, including the reasons for such waiver, must be promptly disclosed publicly to stockholders, as required by law. Any waiver of any provision of this Code of Business Conduct and Ethics with respect to any other employee, agent or contractor must be approved in writing by the Chief Compliance Officer.