Policies & Procedures

Code of Business Ethics Memorandum

Dear Fellow Employee:

It is very important that our business be conducted in accordance with the highest ethical standards, In this way, we can maintain our good reputation and the trust and confidence of the public, those with whom we do business, and especially fellow employees.

The Code of Business Ethics embodies ethical guidelines to apply in our day-to-day business dealings on behalf of the Company. It has been prepared by our General Counsel as a general guide on ethical business conduct. The General Counsel has also prepared Special Rules for Government contracts. These should govern all your dealings with the Government.

To emphasize its importance, the code of Business Ethics has been approved by management as formal company policy. We must each take personal responsibility for reading the Code and the Special Rules carefully and ensuring that our individual actions and business relationships follow the letter and spirit of the Code and the special Rules.In addition, each manager and supervisor is responsible for ensuring that the employees under his or her supervision understand and comply with the Code and the Special Rules.

Standards and guidelines, no matter how comprehensive, cannot anticipate every situation. If at any time you need clarification about how the Code or the Special Rules apply to specific situations, we encourage you to discuss your questions or concerns with management or to the Company's General Counsel.

Sincerely,

John A. Thompson Senior Vice President

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1. INTRODUCTION

a. Purpose of Code

B2B Technologies ("Company") is committed to the highest standards of legal and ethical conduct. All employees, consultants and directors (for convenience, generally referred to as "you" or "employees") are responsible for helping the Company maintain its good reputation and the trust and confidence of its employees and those with whom the Company does business.

The guidelines contained in this Code of Business Ethics ("Code") set forth general standards of conduct that the Company requires of its people as representatives of the Company. Any activity contrary to these guidelines is prohibited and is not within the scope of employment or authority of any employee, director, or consultant of the Company.

b. Distribution

An electronic copy of the Code of Ethics is posted on the Corporate Intranet site. All employees are periodically told to review the Code of Ethics document.

c. Personal Responsibility

All employees are responsible for acquainting themselves with the guidelines set forth in the Code and the standards of conduct and restrictions applicable to them, and for conducting themselves accordingly. Each supervisor and manager is also responsible for ensuring that these standards are known by employees under their supervision and that an employee's failure to abide by these guidelines will subject him or her to disciplinary actions.

The Company recognizes that the guidelines contained in this Code are extensive and that some of them may have little or no bearing on the conduct, activities, or relationships necessary for you to carry out your current duties and responsibilities. Nevertheless, we want all of our employees to be aware of the standards of conduct set forth in these guidelines. If you have any questions, about whether any section of these guidelines pertains to your activities in performing the duties and responsibilities of your particular position with the Company, you should discuss the matter with your supervisor. In general, employees should discuss any questions or difficulties with their immediate supervisor, who is responsible for seeing that the matter is resolved promptly. Our General Counsel is also available to answer questions about these guidelines.

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d. Reporting Violations

Employees are encouraged and should report to the Company any situation in which they reasonably believe another employee or consultant of the Company may not be adhering to the guidelines set forth in this Code or any other situation in which they reasonably believe the guidelines are not being observed. Such reports should be made to your immediate supervisor or to the Company Compliance Officer or to the Company's General Counsel. Any supervisor receiving such a report should immediately notify the Company Compliance Officer or to the General Counsel of the Company.

2. CONFLICTS OF INTEREST

a. General Statement

Employees are expected to devote their best efforts and attention to the full-time performance of their jobs. They are expected to use good judgment, to adhere to high ethical standards, and to avoid situations that create an actual or potential conflict between the employee's personal interests and the interests of the Company. A conflict of interest also exists where the employee's loyalties or actions are divided between the Company's interests and those of another, such as a competitor, supplier, or customer. Both the fact and the appearance of a conflict should be avoided. Employees unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with their immediate supervisor or with the Company's General Counsel.

While it is not feasible to describe all possible conflicts of interest that could develop, the following are some of the more common examples.

b. Examples of Conflicts

1. Financial Interest in Another Business.
   Employees should not have direct or indirect financial interest in a customer, supplier, competitor or others with whom the Company does business, except that ownership of less than one percent (1%) of the publicly traded stock of a corporation will not be considered a conflict. You should never be in a position of making or influencing business decisions that might affect your personal financial interest. If any employee or someone with whom an employee has a close relationship (for example, a family member) has a financial or employment relationship with a competitor, customer, supplier, or potential supplier the employee must disclose this fact in writing to the Company's General Counsel. Consultants must first discuss any such financial interests with the General Counsel and obtain prior written consent to act as a consultant to the Company.
2. Other employment and Outside Activities.
   Employees should not work for, become directly or indirectly involved with, or receive compensation of any sort from a customer, supplier or competitor of the Company or others with whom the company does business. You should not engage in any activity which may be competitive with or contrary to the interests of the Company, or which reduces your efficiency in performing your duties at the Company, including self-employment. Part-time employees may engage in outside employment, provided that they first disclose such employment and get written approval from their immediate supervisor.
3. Corporate Opportunities.
   Business opportunities of which you learn as a result of employment with the Company belong to the Company, if within the scope of the Company's existing or contemplated business, and should not be taken advantage of for personal gain unless prior written approval is received from the General Counsel.
4. Misuse of Position.
   You should not use our position at the Company in a way that results in any improper personal gain. You should only be rewarded for your work at the Company through the normal methods of salary, bonuses, benefits and other Company approved incentives.
5. Related Party Transactions.
   Employees should not conduct Company business with related parties without the prior written consent of the General Counsel. Related parties are those who do not deal with you at arm's length, e.g. family members and organizations with which you have a close relationship.
6. Sales to or Purchases from the Company.
   Employees should not sell any goods or services to or buy anything from the Company (except pursuant to a Company program to dispose of Company property or as otherwise approved in writing by the General Counsel).
7. Use of or Appropriation of Company Assets or Labor Prohibited.
   You may not take or use any of the Company's property, equipment, supplies, labor or services for your own personal benefit or for the benefit of anyone else.

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c. Entertainment, Gifts and Other Business Courtesies

Employees may not accept from or provide to a representative of a competitor or any organization with which the Company has or proposes a business relationship, any loan, compensation, gift or favor, other than ordinary business courtesies which do not create the appearance of impropriety or improper influence. Regardless, no such business courtesy should be frequent or extravagant.

The Company will not pay any bribe, gratuity, kick-back or any similar payment to anyone for any purpose. Should any such payment be requested, the General Counsel should be contacted immediately.

Special rules applicable to entertainment, gifts or other business courtesies to Government employees of suppliers under government contracts are described later.

3. GOVERNMENT RELATIONS AND CONTRACTS

a. General Statement

It is the Company's policy that in all business dealings the Company will strictly observe the laws, rules and regulations which govern dealings with federal, state and local governments.

No employee of the Company should seek or accept government information, or information from competitors, whether orally or in writing, where there is reason to believe that the release of such information is unauthorized or would give the company an unfair competitive advantage. This restriction applies to business information on procurement and competitive advantage. This restriction applies to business information on procurement and competitive bids and proposals.

Special care must be taken to ensure that all statements, communications and representations to the government are accurate and complete. Special care must also be taken to ensure proper billing and accounting in presenting claims to the government and others.

b. Business CourtesiesRelating to Government Employees

1. Business Conferences.
   Except for normal business meetings regarding the negotiation or implementation of a government contract, the General Counsel must approve in advance any Company hosted business conference, hospitality suite or other function that may be attended by government employees. Unless otherwise approved in writing in advance by an authorized government official who is not attending the function, employees of the Company must advise government employees that the government is expected to pay its appropriate share of costs of the conference or any good and refreshments offered in the course of the function.
2. Do not Grant Business Courtesies to Government Employees.
   Except as provided in these rules, employees may not give any business courtesy, social amenity, gift or favor to any government official or employee. It is against Company policy and may be illegal to offer, give or promise anything of value directly or indirectly to any public official or employee.
3. No Minor Promotional Items May be Given.
   Company promotional or advertising novelties should not be provided unless approved in writing in advance by the General Counsel.
4. Food and Refreshments Restricted.
   Food and refreshments of nominal value infrequent occasions may be provided in connection with inspection tours the go employee is authorized to make, but not contract negotiations or other occasions.
5. Exceptions
   Must be approved in Writing. Other business courtesies may be provided to government employees only where specifically permitted by applicable agency regulations or where specifically approved in writing by the agency office authorized to do so, and a copy of the approval is sent in advance to the General Counsel of the Company.

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c. Business Courtesies Relating to Government Contracts and Subcontracts

1. Do not Receive or Give Business Courtesies.
   Except as provided below, no employee may receive or provide a business courtesy, social amenity, gift or favor when dealing with any employee or representative of any actual or potential prime contractor, supplier or subcontractor under a government prime or subcontract. No such business courtesy, social amenity, gift, or favor, when permitted may be accepted or given which is intended, or might be construed, as an inducement for the award of any order or subcontract, or as an acknowledgment of any previous order or subcontract.
2. Nominal Promotional Items may be Given and Received.
   Promotional or advertising novelties of nominal value of $25 or less affixed with the company name or logo may be given or accepted, but not at a frequency which might indicate an attempt to circumvent this policy.
3. Food and Refreshments Restricted.
   The following rules apply to food and refreshments:
   a. Meals and refreshments of modest value may be accepted or provided in connection with a working business meeting where they are provided to facilitate the purpose of the meeting. Such meals and refreshments (i) must be provided at or near a Company, customer, supplier or other applicable business or government location, (ii) may not be intended as a gift or gratuity, and (iii) must not be frequent, lavish, or extravagant under the circumstances.
   b. Working business meetings include those dealing with actual or proposed contracts, or the performance of such contracts. Meetings where spouses are present for a significant length of time generally are not considered to be working meetings.
   c. Meals and refreshments must be for the benefit of the companies involved, not the individual. Meals and refreshments which exceed amounts considered reasonable under normal Company expense account rules may be viewed as entertainment and should not be provided or accepted.
4. Transportation.
   Only local automobile transportation may be given or accepted to facilitate the purposes of working business meetings.

d. Government Investigations

1. Company Guidelines to Cooperate.
   It is the policy of the Company to cooperate fully with any appropriate governmental investigation. No employee should ever (i) destroy any Company documents in anticipation of a request for those documents from a government agency or a court, (ii) alter any Company documents or records (including those of any subsidiary), except as provided in corporate policy and procedures manuals, (iii) lie or make any misleading statements to any government investigator, or (iv) attempt to improperly influence an employee or any other person not to provide information to any government investigator or to provide false or misleading information.
2. Notify General Counsel First.
   The Company has the right to legal representation. Therefore, if you are approached by any government investigator regarding the Company or any of its subsidiaries, or your activities related to employment at the Company, you should first consult with the General Counsel before answering any questions, even if the request is made at your home in the evening. In addition, you should advise the General Counsel if, at any time, you have reason to believe that a government investigation might occur or if you believe that a government investigation is underway.

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4. CONSULTANTS

Consultants that we retain must aide by the same code of business conduct as our employees while they are working for or representing the Company. Employees retaining a consultant should (1) give he consultant a copy of this Code, (ii) make sure the consultant is aware of the importance of our standards of business conduct, and (iii) obtain a certificate to the effect that the consultant has read and understands the guidelines as set forth in this Code, has no conflicts of interest, and will abide by the guidelines. A copy of that certificate must be promptly sent to the Company's General Counsel.

5. BUSINESS AND ACCOUNTING PRACTICES

a. Internal Controls

Employee should ensure that:

1. Transactions are executed in accordance with management authority;
2. and Transactions are recorded in sufficient detail to permit preparation of financial statements.

b. Written Terms of Purchase and Sale

All terms of purchase and sale and other significant business transactions must be in writing. No oral agreements or amendments should be made.

c. Undisclosed Funds Prohibited

Employees should not under any circumstances keep Company funds in undisclosed or unrecorded accounts for any purpose. All accounts must be disclosed to the Company's Chief Financial Officer.

d. No False Entries

No false or misleading entries should be made in the Company's books or records for any reason.

e. Proper Documentation

No payment (or reimbursement) of expenses should be made without adequate supporting documentation or invoices which establish the business purpose for such expenditure.

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6. ADMINISTRATION AND ENFORCEMENT

a. Compliance Officer - Wendy Roberts

The Program Manager of the B2B Defense Division, Ms. Wendy Roberts (Phone Number (732) 427-6384), is the Compliance Officer for the B2B end and is responsible for its implementation and administration with help from the Company's General Counsel Mr. Arthur K. Jakoby (Phone 212-592-1438).

b. Interpretations

The Compliance Officer is responsible for interpreting and applying these guidelines to specific situations in which questions may arise. Any questions relating to how these guidelines should be interpreted or applied should be addressed directly or through your supervisor to the Compliance Officer.

c. Violation of the Guidelines

Failure to adhere to the guidelines contained in this Code, including failure to disclose any conflicts or to seek an exception, will result in discipline, up to and including termination of employment. Violations of these guidelines will also be a major negative factor in determining eligibility for promotions, as well as eligibility for previously unvested bonuses and other benefits.

d. Requests for Exception

Any employee who believes that an exception to any of these guidelines is appropriate should contact his or her immediate supervisor first. If the immediate supervisor agrees that an exception is appropriate, the supervisor should seek the approval of the Company's Compliance Officer.

e. Non-exclusivity

No representation is express or implied that these guidelines are all the relevant policies of the Company nor that they are a comprehensive, full or complete explanation of the laws and regulations which are applicable to the Company and its employees.

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7. SPECIAL RULES FOR GOVERNMENT CONTRACT DEALINGS

B2B Technologies has adopted the following Special Rules for all dealings with Government contracts in addition to the guidelines stated in the Code of Business Ethics (the "Code") on government relations. These Special Rules apply to all employees of B2B who regularly work on Government business.

1. Contract Responsibility.

Primary responsibility for all Government contracts has been given by management to Wendy Roberts, Program Manager, B2B Defense Division.

2. Compliance Officer.

Wendy Roberts, Program Manager, B2B Defense Division, is the B2B Compliance Officer who is responsible for assuring full compliance by B2B staff with the Code and these Special Rules in their application to all dealings with the Government. Accordingly, any questions regarding application of the Code or these Special Rules and reports of potential violations should be directed to her, your immediate supervisor or to the General Corporate Counsel. All supervisors and General Corporate Counsel have been instructed to notify immediately the Compliance Officer if they receive any such report.

It is B2B policy that no discipline or retaliatory action will be taken against any employee for informing his immediate supervisor, General Corporate Counsel, the B2B Compliance Officer of a violation of the Code or the Special Rules.

3. Training Course.

B2B has, under the direction of the B2B Compliance Officer, sent the Controller on a course related to Government contracts accounting.

4. Investigation Cooperation.

Consistent with the standard general policy of cooperation with any governmental investigation, it is B2B policy to cooperate fully with any investigation of B2B activities by the Government. Reference is made to the B2B Code of Business Ethics for the procedures and requirements to follow the event of a government investigation.

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