SSI

Code Of Conduct

CODE OF BUSINESS CONDUCT AND ETHICS OF SCENARIO SYSTEMS INTERNATIONAL, INC.

Scenario Systems International Corporation has long enjoyed an excellent reputation in the business community. This reputation is due to the excellent quality of our products, and our adherence to high ethical standards in dealing with our clients, suppliers, shareholders, government agencies and others in the investment community.

It is the policy of Scenario Systems International Corporation (the "Corporation") to conduct its business affairs honestly, ethically and in full accordance with the law. Conduct that may raise questions as to the honesty, integrity, impartiality, or reputation of the Corporation, its employees, directors or representatives or activities that could cause embarrassment to the Corporation or damage its reputation are prohibited. Any activity, conduct, or transaction that may appear to be unethical, illegal, or improper business conduct must be avoided.

In this Code, "Representative" shall mean the Corporation's President and Chief Executive Officer ("CEO"), Chief Operating Officer (“COO”), Chief Financial Officer ("CFO"), or any person performing similar functions, and any other employee, director, officer or consultant engaged by the Corporation or its subsidiaries. All Representatives are subject to this Code. Compliance with this Code is essential to preserving and enhancing the Corporation's reputation as a responsible corporate citizen and ultimately in maximizing shareholder value.

Violation of the Code is a serious matter that could subject Representatives or the Corporation to legal liability and furthermore, in the case of Representatives, who are employees, disciplinary sanctions including termination. This Code is not meant to be a complete code of ethics and business conduct covering every eventuality. Consequently, should a Representative be confronted with a situation where further guidance is required, the matter is to be discussed with designated persons as set forth in section 6 of this Code.

This Code applies equally to the Corporation's subsidiaries and/or affiliates, where appropriate. Each of our Representatives is responsible for maintaining these high standards by, among other things, doing his or her job in compliance with all applicable laws, properly using company proprietary information and other assets and resources, keeping accurate records and treating others fairly and honestly.

This Code of Business Conduct and Ethics has been approved by the Company's Board of Directors, and reconfirms the Company's position that illegal conduct is never in the Company's best interests. It covers Scenario Systems International Corporation and all its divisions and subsidiaries. The complete corporate policies are available from the Chief Financial Officer's office if you require more than a summary or have a question in a particular area.

Every Associate of the Company must strictly obey both the letter and spirit of all federal, foreign, state, provincial, municipal and local laws, ordinances and regulations in the conduct of the Company's business. Representatives must avoid conduct that may appear illegal or unethical, and must consult the Legal Department if in doubt. Illegal conduct is to be reported promptly to an appropriate party.

Standards Of Conduct Accurate Books and Records

All funds, other assets and transactions of the Company must be properly documented, fully accounted for and promptly and accurately recorded in the Company's books and records in conformity with prescribed accounting principles. In particular, all Representatives, including senior financial officers, must comply with United States law which: (1) requires that the books and records of the Company accurately and appropriately reflect all transactions (including any payment of money, transfer of property or furnishing of services), regardless of the legality of the transaction in another country where the transaction occurred; and (2) promote the full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission.

General Conduct and Behavior: Each Representative is accountable for observing rules of conduct that are normally accepted as standard in a business enterprise.

The Corporation gives precedence to ethical conduct. Representatives will conduct themselves in accordance with ethical principles and obligations in their decisions and actions. They shall respect all ethical obligations deriving from applicable laws, acts and regulations. Representatives shall not condone unethical conduct.

The Corporation is committed to maintaining a work environment free from unlawful discrimination, including harassment based on sex, sexual orientation, gender identity, gender expression, race, age, religion, disability, ethnic group or any other protect class status. Harassment is unacceptable and will not be tolerated. Representatives shall conduct themselves in accordance with the Corporation's commitment in this regard.

The Company accepts the view of the medical profession that the abuse of alcohol, drugs or other substances is an illness. However, the Company will treat the abuse of these substances as a serious breach of conduct when it occurs at the workplace or when it affects Representative performance or dealings with clients. While the Company may provide assistance for treatment, refusal of such treatment or continued abuse may result in dismissal.

From time to time, a Representative may be exposed to confidential information. Confidential information may include strategic plans, sales figures, financial information, product designs, information regarding negotiations, agreements or dealings between the Corporation and others, employee-related information, software, trade secrets, patents, trademarks and similar information from clients or suppliers. Disclosing confidential information to any person or organization, directly or indirectly, without prior written consent from the Corporation, is prohibited, as is using confidential information for commercial or other purposes. Representatives must not permit any of the Corporation's non-public, proprietary or confidential information to enter the public domain through electronic transmissions.

Safeguarding the Corporation's assets and records is the responsibility of all Representatives. Representatives will use and maintain assets with care and respect, while guarding against waste and abuse. Representatives will also preserve or destroy business records (physical and electronic) in accordance with the Corporation's record retention policy and any applicable laws.

Intellectual property is a valuable corporate asset. This includes trade-marks, trade names, logos, slogans, copyrighted materials, inventions, software, trade secrets, methodologies, and industrial design features. Intellectual property is important to the Corporation and must be protected from loss, theft, sabotage or unauthorized use or disclosure. In the course of a Representative’s duties, he or she may be exposed to new designs, inventions, or systems; or processes may be designed or created and may be considered for patent, copyright, trade-mark or industrial design protection. If these achievements have been made as a direct result of employment with the Corporation and through the use of corporate resources, they belong to the Corporation. In addition to protecting its own intellectual property rights, the Corporation respects the intellectual property rights of others. Representative must not knowingly make use of another company’s intellectual property without permission. This includes making copies of all or any part of a third-party software program unless the copy is an authorized back-up copy or the license to the software specifically permits a copy to be made. Each Representative has an obligation to ensure that intellectual property, whether it belongs to the Corporation or someone else, is protected and used appropriately.

The Corporation is committed to respecting the privacy rights of its clients and Representatives. The Corporation has implemented a variety of security measures to maintain the safety of this information. It is the responsibility of every Representative to respect the privacy of the Corporation's clients and fellow Representatives. Access to and use of Representative and client information is limited to only that which is required to do a Representative's respective job function. Representative and client information is not to be used for personal benefit or the benefit of others.

It is the Company's policy to comply with both the letter and the spirit of all applicable laws governing competition and relations with our competitors, clients and suppliers. These laws are complex and, if violated, may involve severe penalties for both the Company and the responsible individual, including imprisonment as well as civil and criminal fines. Briefly, do not:

Discuss prices or related terms with a competitor
Agree with a competitor on output levels
Divide clients, markets or territories with a competitor
Without first consulting the Legal Department, require a customer to buy only SSI products
Agree with a competitor to boycott a supplier or client
Give one client better terms than another client, unless responding to direct Competition
Use one product to force the purchase of another one; or
Prepare presentation materials to clients, the public or suppliers or attend association or similar trade association meetings attended by competitors without considering anti-trust implications.

Confidential Information: Confidential Company information (which may include unannounced financial results, contracts, and the contents of records, files, plans, reports, computer programs, designs, photographs, film, employee information and client lists) may not be given to anyone outside of the Company, without proper advance authority from the Company. The unauthorized taking or use of confidential Company information or trade secrets can constitute a felony.

Conflict of Interest: No Associate may directly or indirectly maintain any undisclosed outside business or financial activity which conflicts with the interests of the Company or which interferes with the Associate's ability to discharge his or her corporate duties fully. Those circumstances which may be deemed to constitute a conflict of interest are outlined in the Company's Conflict of Interest policy. In addition, Representatives with financial interests in concerns that do business with the Company must disclose any such relationship to the Company.

Corporate Opportunities:Representatives are prohibited from:

Personal exploitation of opportunities discovered through the use of corporate property, information or position.
Use of corporate property, information or position for personal gain.
Competition with the Company.

Client and Supplier Relations: All clients and suppliers of the Company are to be treated fairly and according to applicable laws, customs, regulations, and the Company's published policies. False or misleading statements to clients or suppliers regarding the Company, its products, its competitors, or relationships with other suppliers are strictly prohibited. To avoid the appearance of improper relations with clients or suppliers, the following standards apply to giving or receiving business gifts, entertainment or certain payments to or from Representative:

Bribes, Kickbacks and Other Questionable Payments: Bribes, kickbacks and other improper payments are prohibited. No Associate of the Company may take or enter into any arrangement by way of commission, rebate, receipt or provision of anything of value, consulting or service agreement, bribe, kickback or other payment arrangement. The Associate should know or suspect from the surrounding circumstances that the intent or probable result of the arrangement is to improperly influence corporate decisions or take action that would materially benefit the person offering such payment or arrangement.

Designated Spokesperson:The Corporation has designated a limited number of spokespersons responsible for communication with the media, investors and analysts. The President and CEO and the CFO shall be the official spokespersons for the Corporation. Individuals holding these offices may, from time to time, designate others within the Corporation to speak on behalf of the Corporation as back-ups or to respond to specific inquiries from the investment community or the media. Employees who are not authorized spokespersons must not respond under any circumstances to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. Except for discussions with business partners by senior management, employees will refrain from discussing confidential and potentially material affairs of the Corporation with third parties, unless expressly authorized to do so.

Entertainment and Gifts: A Representative's work-related activities at the Corporation must reflect the standards of honesty, loyalty, trustworthiness, fairness, concern for others and accountability. Any act that involves theft, fraud, embezzlement, or misappropriation of any property, including that of the Corporation or any of its Representatives, suppliers or clients, is strictly prohibited.
The Corporation requires that its business actions be conducted with honesty and integrity based on objective factors like cost, quality, value, service and the ability to carry through on commitments. This includes decisions about which external partners the Corporation works with, such as vendors, contract factories and suppliers, and how the Corporations works with these various external partners. The Corporation does not accept the making of business decisions based on improper factors. Therefore, Representatives may not accept or offer gifts, gratuities, entertainment, or other favors unless they are of nominal value and are normal and customary given the business circumstance. Representatives may not accept or offer cash at any time and must never accept or offer any gift, favor or entertainment if there is any expectation of a return favor implied. Representatives must not encourage or solicit entertainment from a business, firm or individual doing or seeking to do business with the Company. Otherwise, the giving or receiving of ordinary business meals and business-related entertainment is permissible, when consistent with Company policies, applicable laws and local business customs.

Equal Employment Opportunity and Anti-Sexual Harassment Policies: Company employment decisions and policies afford equal opportunity to all individuals regardless of race, color, religion, sex, national origin, age, handicap or any other such classification, as required by law. Applicable decisions include, but are not limited to: hiring, promotion, demotion, transfer, temporary or permanent separation and rate of pay. Also, accommodations for conditions of handicap or other disabilities will be made, as required by law. Workplace sexual harassment of any kind is expressly prohibited.

Environmental Workplace Health:It is the Company's policy to conduct its operations in strict compliance with applicable environmental and health and safety laws and regulations, in keeping with good corporate citizenship and with a positive commitment to the protection of the natural and workplace environments.

Foreign Boycotts and Sales to Prohibited Countries: United States law imposes certain obligations on companies such as ours to refrain from assisting those countries engaged in international boycotts of other countries – principally Israel. Violation of these laws can lead to severe penalties being imposed against the Company. Representatives must promptly consult with the Legal Department if asked to participate in an international boycott. Such requests may take the following forms, among others: verification as to the countries with which the Company does or does not do business, a negative statement as to the origin of goods (e.g. the goods are not made in Israel), a statement as to the nationality, race or religion of the Company's officers or directors, or a statement as to the nationality of the vessel to be used in the shipment of goods. In addition, it is a violation of law to sell the Company's products (either directly or through a third country) to certain countries against which the United States government has ordered an embargo (e.g., Iran, Cuba, and North Korea).

Foreign Corrupt Practices Act:The Company requires all Representatives to comply with the United States Foreign Corrupt Practices Act, which generally prohibits payments to foreign officials for the purpose of influencing them to act (or not act) with respect to the Company's foreign sales. Violation of this law can be a criminal offense and can expose the Company and the responsible Associate to significant fines and prison terms. It is also a violation of law to purposefully account for such payments in a manner that is misleading. Modest payments to procure the performance of routine governmental actions are legal in some foreign countries; any questions regarding compliance with this complicated law must be directed to Scenario Systems International Corporation Legal Representatives.

Insider Trading: Unless authorized, no Associate will directly or indirectly, disclose material non- public Company information to a third party, nor purchase or sell (or advise someone else to purchase or sell) the Company's stock based upon such information. "Material" information is information which a reasonable investor would consider important in determining whether to buy or sell the Company's stock.

Political Contributions: Company assets (products, money, services, or anything else of value) may not be contributed, directly or indirectly, to any political candidate, campaign, or organization, except where permitted by law and approved in advance by the President of the Company. No direct or indirect pressure in any form is to be directed toward Representatives to make any political contributions or to participate in the support of a specific political party or the political candidacy of any individual.

Software and Intellectual Property It is the Company's policy to protect its own intellectual property and respect the intellectual property rights of others (including copyrights for computer software) covering materials that are purchased, leased or licensed for use in the Company's business. Penalties for violations of U.S. copyright laws can be as much as $100,000 for individuals. All Representatives are therefore prohibited from making unauthorized copies of computer software or other copyrighted material purchased or licensed by the Company, for use on the job or at home.

Reporting of Code Violators (Whistleblowing) Representatives have a responsibility to promptly report any conduct or proposed conduct that they reasonably believe to be a violation of this Code. If a Representative reasonably believes that a violation of the Code has or may occur, they must speak to: (i) in the case of financial and internal controls and accounting matters, to the Chairman of the Audit Committee of the Board of directors; or (ii) otherwise to the General Counsel. In either case, the contacted individual will work with the Representative to investigate the concern.

Reported violations of this Code will be handled promptly, professionally, and with as much confidentiality as possible. All reports will be investigated and forwarded to appropriate members of management or the Board of Directors for follow through.

A Representative accused of violating this Code will be given an opportunity to present his or her version of the events at issue. If it has been determined that a Representative has violated this Code, disciplinary measures may be taken against the Representative. Depending on the nature and severity of the violation, disciplinary action may include termination. Certain violations also may require the Corporation to refer the matter to criminal or civil authorities for investigation or prosecution.

6.1.2.1 Any supervisor who directs or approves of conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, will be subject to disciplinary action, up to and including termination.

6.1.2.2 In the case of an alleged violation by an executive officer or director, the Chairman of the Board of Directors, the CEO and/or the Audit Committee of the Board of Directors, as applicable, are responsible for determining whether a violation has occurred and, if so, what disciplinary measures are appropriate.

6.2 The person to whom a potential Code violation is reported pursuant to 6.1.1. will maintain a comprehensive list of all concerns received. In the case of financial and internal controls and accounting matters, an immediate report will be provided to the Chairman of the Audit Committee, and otherwise an immediate report will be provided to the Chairman of the Board, unless the allegation(s) is found to be wholly without merit.

6.3 The Corporation does not consider reporting a known or suspected violation of the Code to be an act of "disloyalty" and it is against Corporation policy to retaliate against any Representative who reports what he or she reasonably believes to be a violation or suspected violation of this Code. This means that Representatives will not be disciplined, dismissed, or discriminated against in any way for voicing concern about a violation or potential violation so long as the Representative acts honestly and in good faith. Any reprisal or retaliation against a Representative who has in good faith reported a known or suspected violation of this Code is itself cause for disciplinary action, including termination.

Disclosure and Review Compliance with this Code will be monitored by the Board of Directors of the Corporation. Where appropriate, the Board of Directors is responsible for granting any waivers of this policy. Waivers granted hereunder to Representatives of the Corporation or a subsidiary of the Corporation will be disclosed in a press release containing the information prescribed by law.