Code of Business Ethics

Statement of Values and Business Ethics

omniONE USA Inc. is committed to building, long-term relationships with clients and partners through honesty, openness and fair play. All aspects of our business are based on the highest ethical standards. All employees are required to be familiar with this ethical code and apply it in their work.

No one has authority to require or influence another employee to violate this code of conduct, and any attempt to do so may result in immediate disciplinary action, up to and including termination of employment.

Commitment to Legal and Ethical Conduct

omniONE USA Inc. conducts its business and affairs with honesty, integrity and fairness, in accordance with the letter and spirit of all applicable laws in the countries in which it does business. However, compliance with the law is just the first part of the ethical standard.

It is omniONE USA Inc.’s policy that communication and relationships with stakeholders be truthful and transparent in a way that will withstand the highest degree of public scrutiny. Working relationships will be based on candor and openness, treating each other fairly and with respect.

The Environment

In considering business opportunities, omniONE USA Inc. examines environmental risk along with any other risk. omniONE USA Inc. will refrain from undertaking any business activity that might pose a real threat to environmental quality and conservation .

Prohibitions against Bribery and Corruption

Under no circumstances will omniONE USA Inc., directly or indirectly, knowingly offer or give a bribe or other inducement designed to improperly influence decisions. omniONE USA Inc. will not accept any business opportunity that involves the offer or giving of a bribe, and will exercise diligence and care to avoid unknowingly being part of such a transaction.

omniONE USA Inc. may receive and evaluate appropriate complimentary products and services. It also may make a gift to a company or an organization, provided the gift is properly authorized and given openly with full knowledge by the company or organization, and is consistent with applicable law.

Laws and Dealing with the Government

Although laws vary from country to country, the following general guidelines should be followed when dealing with any governmental agency:

 * Never discuss or offer employment or business opportunities to contracting officers or governmental officials who may influence an official act or decision affecting omniONE USA Inc. or its business;

 * Never offer or give gifts or favors to anyone in connection with any government contracting activity, including fees or other payments to any customer who is a prime contractor with a government entity and able to influence an outcome;

 * Never offer or give questionable or irregular payments (whether in the form of cash, goods or other property) if you know, or have reason to believe, that such payments will be used to influence officials or their representatives to facilitate official acts or decisions involving omniONE USA Inc..

Equal Opportunities

It is omniONE USA Inc.’s policy as an employer to treat all people equally irrespective of race, ethnic origin, sex, marital or parental status, sexual orientation, creed, disability, age or political belief.

omniONE USA Inc. confirms its commitment to a comprehensive policy of Equal Opportunities in employment in which individuals are selected and treated on the basis of their relevant merits and abilities and are given Equal Opportunities within the company. The aim of this policy is to ensure that no job applicant or employee should receive less favorable treatment on any grounds not relevant to good employment practice. omniONE USA Inc. is committed to a program of action to make this policy fully effective.

omniONE USA Inc. will apply this policy to its work with clients, ensuring that we take an open mind in ensuring the needs and views of all groups are considered in evaluating problems and in developing innovative solutions with clients that best meet the clients objectives.

Avoiding Conflicts of Interest

Employees and representatives of omniONE USA Inc. have a duty to act in the best interests of our clients at all times. We would not knowingly take on orders where a conflict of interest might exist between the client’s and omniONE USA Inc.’s commercial interests. If such a conflict becomes apparent we will declare this in writing to the client and agree the most appropriate steps to take in the circumstances.

Similarly, employees and representatives of omniONE USA Inc. must insure there is no conflict of interest between themselves and omniONE USA Inc. or its clients. The judgment of omniONE USA Inc. employees and representatives must be, and must be seen to be, independent of any personal or financial interests that arise from business dealings, social ties, or other personal considerations.

omniONE USA Inc. requires its employees and representatives to adhere to the highest standards of conduct with respect to conflicts of interest.

Employees shall generally avoid conducting omniONE USA Inc. business with family members or other significant relationships, or taking any business action that benefits a family member or significant relationship.

Compliance with these standards must be achieved through avoidance, disclosure, discontinuance or divestment.