EXHIBIT 4.6
CODE OF ETHICS
FOR
DIRECTORS & OFFICERS
Prepared by: Gary Freeman, President
Dated: September 20, 2004
Approved by Board of Directors: September 20, 2004
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As an officer or director of the Company, I am committed to act honestly
and in good faith with a view to the best interests of the Company and its
shareholders. As a steward of the Company's resources, I will not only abide by
the high legal standards required of me, but will also conform my actions to
unchanging moral precepts that give rise to ethical obligations. I will take
such proper actions, and refrain from taking such improper actions, as if the
underlying basis of my actions and inactions were to become a universal
principle of conduct. In so doing, I commit to specifically:
o Maintain my integrity and credibility in my personal and
professional life by carrying out the duties of my office in
accordance with high legal and ethical standards.
o Avoid in my personal and professional life even the appearance of
impropriety in the conduct of the duties of my office.
o Represent myself in my personal and professional life in a reputable
and dignified manner that reflects the standard of ethical conduct
required by the Company.
o Avoid in my personal and professional life any relationships that
might affect, or be perceived to potentially affect, my ethical
conduct in the course of carrying out the duties of my office
(including a relationship that may create, or create the appearance
of, a conflict of interest).
o Promptly disclose to the Board of Directors any relationship that
reasonably could give rise to a conflict of interest.
o Not in any circumstance use confidential information acquired in the
course of the duties of my office either for my personal advantage
or for the advantage of related parties.
o Honour my obligation to serve the best interests of the Company and
its shareholders by exercising the care, diligence and skill
necessary to conduct its affairs appropriately, including, if a
director, upholding the guidelines set out in the Company's Charter
of Director Governance and Expectations.
o Recognize that the integrity of the capital markets is based on
consistently honest and just actions by its participants, the
conformity to market regulation, and the transparency of credible
financial and non-financial corporate information, and will to the
best of my ability and knowledge work to insure that I act in such a
manner as to uphold the integrity of the capital markets.
o Insure full, fair, accurate, timely, and understandable disclosure
in reports and documents that the Company files with or submits to
public regulatory bodies, and insure compliance with applicable
governmental laws, rules and regulations.
o Maintain the confidentiality of information acquired in the course
of carrying out the duties of my office.
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o Report promptly to the members of the Board of Directors of the
Company if I suspect or recognize fraudulent or illegal acts within
the Company or a breach of this Code of Ethics by any director or
officer of the Company, including my own acts.
o Report promptly to the members of the Board of Directors of the
Company if I suspect or recognize acts or practices which may
constitute a breach of, or that may jeopardize, the Company's
internal controls.
o Provide the leadership, supervision and support for the employees,
collaborators and other agents of the Company to uphold the
principles articulated in this Code of Ethics.
I acknowledge that this Code of Ethics applies to all directors and
officers of the Company; that a person to whom this Code of Ethics applies will
be deemed to have breached it by way of being sanctioned by a governmental
agency or judicial body for violating laws or regulations affecting the
performance of his or her duties of office or by a finding of the Board of
Directors of the Company; that any person with power to influence or control the
direction or management, policies or activities of the sanctioned person, who
was aware that a breach of the Code of Ethics was likely to occur and failed to
take appropriate steps to prevent such an act from occurring, will be deemed to
have also breached the Code of Ethics; and that any person found breaching the
Code of Ethics will, in addition to any regulatory or judicial sanction, receive
sanctions from the Company, including possible suspension or termination of
employment.
Acknowledged by:
/s/ Gary Freeman
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Gary Freeman Date: September 20, 2004
President, CEO and Director
/s/ Jerry Pogue
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Jerry Pogue Date: September 20, 2004
Director
/s/ Gil Atzmon
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Gil Atzmon Date: September 20, 2004
Director
/s/ Michael Bartlett
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Michael Bartlett Date: September 20, 2004
Director
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