The Company is committed to operate all activities within the spirit and letter of all laws and regulations affecting its businesses and employees.  Employee must exercise the highest level of integrity, ethics and objectivity in their actions and relationships which may affect the Company.  Employees must not misuse their authority or influence of their positions in these relationships.  Moreover, an employee has the duty to act in the best interest of the Company at all times.

Procedures

Conflicts of Interests

While the Company has no wish to interfere in any employee’s outside activities, the Company has a policy prohibiting conflicts of interest.

Holding a Significant Interest in Suppliers, Customers or Competitors.

The Company’s policies require that employees (and their immediate family, namely, spouses and family living in the same household) not have any ownership interests in, or own property with, any of the Company’s vendors, suppliers, contractors, agencies, customers, or competitors (or their office employees)  unless the Company determines that such ownership interests does not conflict with the employee’s obligations to the Company.  These restrictions do not apply to ownership of stock of a public Company.

Outside Work

The Company has a policy requiring that employees not work for, or conduct any outside business with a competitor.  Employees may not be engaged in any manner by a competitor of the Company.

In order to determine whether an employee’s investments or activities create a conflict, each employee is required to list (on the last page of this Policy Statement) outside businesses and ownership interests which relate to the apparel and design fields. This list should include investments and activities involving apparel companies, any of our vendors, suppliers, contractors, agencies or customers.

If an employee’s activities change, it is required that this list be updated.  The Company will determine if such activities or investments are not consistent with Company policies.  Any activities or investments which relate to the apparel and design fields, but are determined not to conflict with the Company’s policies, will verified by the Company in writing.

Conduct with Customers and Vendors – Gifts and Gratuities

To ensure the highest level of objectivity in dealing with the Company’s vendors, suppliers, contractors and agencies and to avoid the appearance of impropriety, employees and their immediate family are not permitted to accept personal benefits, solicited or unsolicited, of any kind.  This includes gifts, free services, discounts, loans, lavish entertainment or other special favors.

Conduct of Employees Involved in the Purchasing Process:  Unlawful Use of Company Funds

Employees may not use corporate assets of funds for any unlawful or improper purpose.  The Company does not authorize and will not condone any payment by any employee that is in the nature of a bribe, kickback, or disclosed commission or a commission in excess these required in ordinary course of business to a third party for obtaining any business or otherwise bestowing a special favor on the Company or employee.  Gifts or payments may not be offered or given to foreign officials, political parties or candidates.  While certain nominal payments or gifts to administrative personnel, who do not exercise discretionary authority, may be customary, any such payments or gifts must be disclosed to senior management in advance to ensure that they are appropriate.  Records of any such payment or gift must also be maintained.

Acknowledgement / Compliance Certificate

Confidential Information & Business Ethics and Conduct

I accept and agree to the restrictions stated in such Policies.  I hereby certify that I have complied with such Policies and to the best of my knowledge, all employees under my direct supervision are aware of the policies and are in compliance with its terms.

Mossin H. Obaidan
The owner of the shares and the Managing Director of
Qimmat Al Nidhal Company for Contracting, General Trading, Production of Calcium Carbonate Powder and Metal Industries Ltd.