CODE OF CONDUCT

Geomatic Consulting International hereby adopts the following Code of Conduct (adapted from TRACE) with respect to all commercial transactions, whether local or international:

LOCAL AND FOREIGN LAWS: Neither Geomatic Consulting International, nor anyone acting on behalf of Geomatic Consulting International, may, directly or indirectly, break or seek to evade the laws or regulations of any country in, through, or with which Geomatic Consulting International seeks to do business. That an illegal act is a “customary business practice” in any country is not sufficient justification for violation of this provision.

BRIBERY and FACILITATING PAYMENTS: Neither Geomatic Consulting International, nor anyone acting on behalf of Geomatic Consulting International, may, directly or indirectly, offer or provide a bribe, and all demands for bribes must be expressly rejected.

Bribery includes any offer, promise, or gift of any pecuniary or other advantage, whether directly or through intermediaries, to a public official, political party, political candidate or party official or any private sector employee, in order that the official or employee act or refrain from acting in relation to the performance of the duties, in order to obtain or retain business or other business advantage.

Neither Geomatic Consulting International, nor anyone acting on behalf of Geomatic Consulting International, shall offer or make facilitating payments to government officials in order to encourage them to expedite a routine governmental task that they are otherwise required to undertake. Geomatic Consulting International, nor anyone acting on behalf of Geomatic Consulting International, shall have discretion to deviate from this prohibition if he/she believes that there is an immediate threat to his/her or another’s health or safety. The circumstances of such payment must be reported as soon as possible after the events and the payment properly recorded. Geomatic Consulting International recognizes that extortion is widespread and that participation by the business community increases demand for facilitating payments.

KICK-BACKS: Neither Geomatic Consulting International, nor anyone acting on behalf of Geomatic Consulting International, may offer or accept a “kick-back” of any portion of a contract payment to employees of other parties to a contract or use other vehicles such as subcontracts, purchase orders or consulting agreements to channel payments to government officials, political candidates, employees of other parties to a contract, their relatives or business associates.

A “kickback” is a particular form of bribe wich takes places when a person entrusted by employer or public function has some responsibility for granting of a benefit and does so in a way that secures a return (kickback) of some of the value of that transaction or benefit for that person without the knowledge or authorization of the employer or public body to wich the person is accountable.

CONFLICTS OF INTEREST: Geomatic Consulting International, and anyone acting on behalf of Geomatic Consulting International, shall avoid any relationship or activity that might impair, or appear to impair, the ability to render objective and appropriate business decisions in the performance of our jobs.

POLITCAL CONTRIBUTIONS: Neither Geomatic Consulting International, nor anyone acting on behalf of Geomatic Consulting International, may make a political contribution in order to obtain an unlawful business advantage. Geomatic Consulting International shall comply with all public disclosure requirements.

PHILANTHROPIC CONTRIBUTIONS: Geomatic Consulting International, and anyone acting on behalf of Geomatic Consulting International, may make contributions only for bona fide charitable purposes and only where permitted by the laws of the country in wich the contribution is made. Contributions made in order to obtain an unlawful business and advantage are prohibited.

EXTORTION: Geomatic Consulting International, and anyone acting on behalf of Geomatic Consulting International, shall reject any direct or indirect request by a public official, political party, party official, or private sector employee for undue pecuniary or other advantage, to act or refrain from acting in relation to his or her duties.

GIFTS, HOSPITALITY AND ENTERTAINMENT: Geomatic Consulting International, and anyone acting on behalf of Geomatic Consulting International, shall avoid the offer or receipt of gifts, meals, entertainment, hospitality or payment of expenses whenever these could materially affect the outcome of business transactions, are not reasonable and bona fide expenditures, or are in violation of the law of the country of the recipient.

REPORTING REQUIREMENT: All officers and employees of Geomatic Consulting International and anyone acting on behalf of Geomatic Consulting International shall promptly report and actual or potential violation of this Code of Conduct, including any instance in which he/she is subjected to any form of extortion or is asked to participate in any way in a bribery scheme, to Geomatic Consulting International senior corporate management, without fear that his/her business relationship or employment will be adversely affected. Reports shall be treated confidentially to the extent possible, consistent with the need to conduct a thorough investigation.

COMPANY RESPONE: No employee will suffer demotion, penalty or other adverse consequences for not paying bribes even when Geomatic Consulting International may lose business as a result of the employee’s refusal to do so. Employees are required to report alleged violations of this Code of Conduct to senior management and no employee will suffer demotion, penalty or adverse consequences for reporting.

Geomatic Consulting International shall, where approciate, sanction employees, suppliers or other business partners or violations of this Code of Conduct.

ACCOUNTS: Geomatic Consulting International shall maintain complete and accurate financial records, ensuring that all transactions are properly, accurately and fairly record in single set of books.

COMMUNICATIONS AND TRAINING: Geomatic Consulting International agrees to participate in anti-corruption training provided by TRACE, or by comparable organization, and to make annual training available for all principals and for all key employees involved in sales, marketing, and procurement.