Beetel Code of Conduct

1. BACKGROUND

Beetel (“Beetel” means Beetel Teletech Limited) firmly believes in conducting its
affairs with the highest level of integrity and fairness. Beetel respects and strives
hard to meet the objectives of commitments and social responsibility in all
dealings with stakeholders, regulatory authorities and suppliers.

It is Beetel’s intent to select and retain Business Associates / Representatives /

Strategic Partners, their personnel, agents, representatives and subcontractors,
who share and embrace the letter and spirit of Beetel commitment to integrity
and fairness. We recognize that Beetel Business Associates / Representatives /
Strategic Partners are independent entities; however, the conduct of Beetel
Business Associates / Representatives / Strategic Partners may impact and/or
reflect upon Beetel. For this reason, Beetel expects that all Beetel Business
Associates / Representatives / Strategic Partners shall adhere to the Beetel
Code of Conduct while they are conducting business with and/or on behalf of
Beetel.

Beetel expects all its Business Associates / Representatives / Strategic Partners

to:

a) Uphold and respect Beetel’s commitment to integrity, fair dealing and

compliance with all local laws and practices; and

b) Conduct their activities in accordance with this Code of Conduct and other
lawful local business practices while conducting business with or on behalf
Beetel,

Beetel expects that all our Business Associates / Representatives / Strategic

Partners and their employees, will adhere to and comply with following
guidelines.

2. LEGAL AND REGULATORY COMPLIANCE PRACTICE

All Beetel Business Associates / Representatives / Strategic Partners and their

employees shall conduct their business activities in full compliance with the
applicable laws and regulations of their respective countries and in respect of
their transactions while conducting business with and/or on behalf of Beetel
including but not limited to:

a. Comply with all applicable trade control and applicable laws as well as all
export, re-export and import requirements.
 b. Comply with all applicable environmental laws and regulations regarding
hazardous materials air emissions, waste and wastewater discharges,
including the manufacture, transportation, storage disposal, and release to
the environment of such materials.

c. Comply with the anti-corruption laws of the countries in which they do

business and not make any direct or indirect payments or promises of
payments, bribe, kickback, any incentive or gifts to anyone (including Beetel
personnel or any officials) for the purpose of inducing the individuals to
misuse his/her position.

d. Be honest, and fair in discussions with regulatory agency representatives and

government officials and in all of their business transactions.

3. BUSINESS PRACTICES

All Beetel Business Associates / Representatives / Strategic Partners and their

employees shall conduct their business interactions and activities with integrity
and in accordance with their obligations under agreements with the Beetel. It is
essential that all Beetel Business Associates / Representatives / Strategic
Partners and their employees understand and uphold the requirements of the
Beetel for acceptable business conduct while doing business with or on behalf of
Beetel. In addition to any specific obligations under each agreement(s) with the
Beetel, all Beetel Business Associates / Representatives / Strategic Partners and
their employees shall, without limitation:

a. Honestly and accurately record and report all business information.

b. Create and maintain all business records in full compliance with applicable
legal and regulatory requirements and make those available to Beetel for
compliance check purpose.

c. Protect and comply with the intellectual property ownership rights of Beetel
and others, including but not limited to copy rights, patents, trademarks and
trade secrets.

d. Conduct business in a professional manner at all times while on Beetel’s

and/or its customer’s property or while conducting business.

e. Refrain from offering, giving or providing directly or indirectly, gifts unless such
gifts and/or entertainment (i) have nominal economic value, and (ii) carry an
advertising message directly related to promotion of Business Associates /
Representatives / Strategic Partners products. In no event shall Business
 Associates / Representatives / Strategic Partners or its Representatives offer
a bribe, kickback, or any other incentive to a Beetel employee.

f. Shall not knowingly deal with Beetel where actual or likely clash of interests
may arise.

g. Comply with the applicable policies of Beetel to the extent expected as a part
of its dealings with or through Beetel (including but not limited to
confidentiality obligations)

h. Shall not take unfair advantage of anyone through manipulation,

concealment, abuse of confidential, proprietary or trade secret information,
misrepresentation of material facts, or any other unfair dealing-practices.

4. EMPLOYMENT PRACTICES

Beetel expects Beetel Business Associates / Representatives / Strategic Partners

to share their commitment to diversity, equal employment opportunity, and a safe
and harassment-free workplace. Beetel’s Business Associates / Representatives
/ Strategic Partners and their employees shall conduct their employment
practices in full compliance with all applicable laws and regulations. In addition
to any specific obligations under agreement with Beetel, all Beetel Business
Associates / Representatives / Strategic Partners and their employees shall,
without limitation.

a. Conduct their employment practices in full compliance with all applicable laws
and regulations.

b. Co-operate with Beetel’s commitment to a workforce free of harassment and

unlawful discrimination and provide appropriate treatment to women workers.

c. Provide a safe and healthy work environment and fully comply with all
applicable safety and health regulations and practices.

d. Use only voluntary labor. The use of forced labor whether in the form of
indentured labor, bonded labor or prison labor by Beetel Business
Associates / Representatives / Strategic Partners or its subcontractors is
unacceptable. Comply with all minimum wage laws and requirements and to
employ child labor.

e. Comply with all applicable laws and policies governing compensation and
working hours. In those countries where there is no applicable standard,
overtme shall be paid at their own cost, at a minimum, at the rate equal to the
employee’s regular wages.
 f. No person is employed who is below the minimum legal age for employment.
Children are not employed for any hazardous work, or work that is
inconsistent with the child’s personal development

5. COMPLIANCE WITH CODE OF CONDUCT

It is the responsibility of the Beetel Business Associates / Representatives /

Strategic Partners to ensure that its representatives understand and comply with
the Beetel Code of Conduct and to inform Beetel immediately if and when any
situation develops that requires the Business Associates / Representatives /
Strategic Partners to operate in violation of the code set forth in this document.
Business Associates / Representatives / Strategic Partners and their employees
are expected to self-monitor their compliance with this Code of Conduct. Failure
to read and/or acknowledge the Code of Conduct does not exempt Business
Associates / Representatives / Strategic Partners and their employees of their
responsibility to comply with the Code of Conduct, applicable laws and
regulations.

Acknowledged receipt of this Beetel’s Code of Conduct on _______ 2011.

BY _____________ (Name of the Company)

Date: ________________