STANDARD OF BUSINESS CONDUCT AND ETHICS

Dear Fellow Employees and Consultants:

At Upstream International, LLC and our affiliates (Upstream), our vision is to work together to create superior and sustainable value for our customers, consultants and employees. This vision can only be achieved if each of us follows our core values of complying with applicable laws, rules and regulations and observing the highest standards of ethics and integrity in all we do. By conducting ourselves in this manner, we preserve Upstream's reputation and yours.

As a guide to these values, Upstream has developed the attached Standards of Business Conduct and Ethics.

No set of Standards can cover every situation that you may encounter when representing Upstream. When you have questions or concerns or need help in a situation, please ask. We also want to know if any Upstream employee or consultant is acting illegally or unethically or violating our Standards of Business Conduct and Ethics. You should feel free to ask for help or report violations by talking with your supervisor, the VP of Operations, General Manager or myself.

Sincerely,

 

Standards of Business Conduct & Ethics

 I.Upstream International's Commitment to Legal and Ethical Behavior

 The commitment to be the best is fundamental to the philosophy of Upstream. This commitment to be the best means that officers, consultants and employees share a common set of values and benefit from upholding those values.

II. Upstream International's Standards of Business Conduct and Ethics

     A.   What They Are

These Standards of Business Conduct and Ethics apply to all Upstream activities in every market and affect every constituent we serve. They provide guidance to help us recognize and deal with some common ethical issues, and help foster a culture of honesty and accountability.

     B.   Who Must Comply

 Every Upstream International officer, consultant and employee is expected to perform his or her work with honesty, truthfulness and integrity in full compliance with these Standards.

III. We Will Avoid Conflicts of Interest

A conflict of interest arises when an individual's actions are, or may even appear to be, incompatible with the interests of Upstream. You should not knowingly place yourself in a position that would conflict with or have the appearance of being in conflict with the interests of Upstream or its clients. In the event you become aware of a potential conflict of interest, you must immediately report the circumstances to your supervisor or the General Manager for a determination of whether the conflict must be eliminated or may be waived.

Our core values include the commitment to operate ethically and with integrity, and in compliance with all applicable laws, rules and regulations.

An example of a potential conflict and our related guideline is:

Accepting Gifts and Entertainment

We expect our officers, consultants and employees to make business decisions for business reasons and not because we have somehow received a personal benefit. You should not accept any gifts, personal services or favors from any person or business doing business with Upstream if your acceptance could create the appearance of impropriety. Normal business entertainment, such as meals, sporting or media events, is appropriate if of a reasonable nature and value and in the course of a meeting or another occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations. If you have questions please ask your supervisor.

IV. We Will Obey Applicable Laws and Regulations

Upstream is committed to operating in compliance with applicable laws, rules and regulations. No officer, consultant or employee may violate, or direct another employee / consultant or any other person to violate any law or regulation on behalf of Upstream.

V. We Deal Fairly and Honestly with Our Customers, Consultants and Employees

A.  Open and Honest Communications

We require our officers, consultants and employees to deal fairly with our customers, suppliers, and competitors. Dealing fairly means not taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice. Upstream strongly encourages dialogue with its customers, consultants, suppliers and employees to uncover situations that give rise to ethical questions and to articulate acceptable ways of handling those situations.

B. Relationships with Public Officials and Governmental Agencies

Some consultants and employees may represent Upstream in business with federal, state or local government agencies.

When conducting business in other countries, it is imperative that you are sensitive to foreign legal requirements and to United States laws that apply to foreign operations, especially the Foreign Corrupt Practices Act.

All consultants and employees engaged in business with a governmental body or agency must know and abide by the specific rules and regulations covering relations with public agencies. Such employees must also conduct themselves in a manner that avoids any dealings that might be perceived as attempts to influence public officials in the performance of their official duties.

VI. Other Situations

These Standards reflect general principles to guide employees and consultants in making ethical decisions and are not intended to address every specific situation. As such, nothing in these Standards prohibits or restricts Upstream from taking any disciplinary action on any matters pertaining to employee conduct, whether or not they are expressly discussed in these Standards. If you have any questions about these Standards or the appropriate behavior of yourself or others, please contact your supervisor or the General Manager.