Our Commitment to Ethics and Integrity

TeleSolv Consulting (“TeleSolv” or “Company”) has an ethics policy to encourage employees to engage in and promote ethical behavior. It also helps us drive business objectives and strategies and enhances our reputation as an ethical and socially responsible company.

All TeleSolv employees are required to report legal or ethical concerns through established firm reporting channels. When notified of a concern, the firm follows our detailed investigative protocols to investigate each allegation of misconduct fully and fairly and assesses and imposes discipline for misconduct. Where appropriate, the firm discloses misconduct to regulatory authorities and escalates issues to senior leadership to include the Chief Executive Officer (CEO).

Corporate Code of Business Ethics

OVERVIEW

TeleSolv Consulting’s (“TeleSolv” or “Company”) Corporate Code of ethics is a statement of both its ethical approach to doing businesses and its guidelines for the conduct of its employees while acting as TeleSolv Consulting representatives. TeleSolv has an established reputation with its clients, suppliers, government agencies, and the financial community. This reputation is maintained only by the avoidance of improper or questionable conduct by its employees. Personal integrity and the ethical business practices are essential to the successful achievement of the Company’s vision, goals and targets.

Al officers, directors, mangers, regular and part-time employees, consultants, and agents of the Company shall conduct themselves in accordance with the highest standards of personal integrity. Furthermore, they shall manage and conduct the Company’s business in accordance with the established principles of business ethics and in compliance with all applicable laws. This Code of Ethics establishes the guidelines for personal conduct by TeleSolv employees in the conduct of Company business. TeleSolv employees will conduct themselves in accordance with the spirit as well as the letter of the guidelines set forth below.

CONFLICT OF INTEREST

TeleSolv employees must be free of involvement of investment, which interferes or could appear to interfere with the exercise of Independent judgment that is n the best interest of the Company. Moreover, nor shall any involvement or investment appear to constitute, contribute, or suggest such conflict of interest. A conflict of interest or the appearance thereof would occur when an employee’s interest in association with, and/or employment by competitor company, a supplier of goods or services to the Company or client of the Company is such that an employee’s ability to act in the best interest of the Company may be questioned.

Use of Corporate Funds and Assets

The assets of the company include not only or physical plant, equipment, corporate funds, and office supplies but also technologies and concepts, business strategies and plans, and information about or business. These assets shall not be improperly used to provide personal gain for employees or non-employees.

Company Confidential and Proprietary Information

No TeleSolv employee shall use, either for their own benefit of other, any confidential information gained the course of their employment which is generally not publicly known. Further, no TeleSolv employee shall disclose Information to other employees or outsiders expect as required in the ordinary conduct of the Company’s business and as may be officially authorized by the Company.

Personal Financial Gain

No TeleSolv employee shall own any financial interest in a supplier, client, or competitor if the employee is in a position to influence or may appear to influence business decisions of the Company or the other party as they relate to one another.

Outside Activities

No TeleSolv employee shall act as an agent or representative of any client, competitor, or supplier doing business with TeleSolv.

CLIENT/VENDOR INTERACTION

“Kickbacks” and Rebates

Purchase or sales of goods and services must not lead to employees or their families receiving personal kickbacks, rebates, or other payments regardless of form, whether in money, property, favors, or services.

Reciprocity

Suppliers to the Company shall not be asked to buy our products and services in order to become or continue to be a supplier.

Gifts

No TeleSolv employee will accept any gift, payment, favor or other benefit from a current supplier, client, competitor, or any other individual or organization. No TeleSolv employee will give any gift, payment, or favor, or any other benefit of more than that nominal value to an employee or an agent of any organization with which the Company has a business relationship.

Entertainment

A TeleSolv employee may provide or accept business entertainment only if its reasonable with regard to frequency, and cost and is expressly not for an improper, unlawful, or unethical purpose. Further, its shall avoid the appearance of ethical impropriety.

Payments to agents, Sales Representatives, and Consultants

TeleSolv agreements with agents, sales representatives, and consultants must be in writing and must clearly and accurately set forth the services to be performed, the basis for earning the commission of fee involved, and the applicable rate or fee. Payments must be reasonable in amount, not excessive in light of the practice in the trade and commensurate with the value of services rendered. The agent, sales representative, or consultant must be advised that the agreement will be publicly disclosed and must agree to such public disclosure.

FALSIFICATION OF RECORDS

No payment or receipt on behalf of the Company may be approved or made with the intentional of understanding that any part of the payment or receipt is to be sued for purpose other than that described in the documents supporting the transaction. “Slush funds” or similar funds or accounts where no accounting for receipts or expenditures is made on the Company’s books are strictly prohibited.

COMPETITVE PRACTICES

Dealings with competitors will be conducted in accordance with existing antitrust laws. Collaborate discussions with the competitors in violation of the law on pricing, production, marketing, inventories, product development, sales territories and goals, market studies, and proprietary or confidential information shall be avoided at all costs.

PERSONAL ETHICS

It is the responsibility of the TeleSolv employees to respect the property and possessions of other staff members. Willful misuse, destructions or theft of personal or Company provided supplies or equipment is not acceptable behavior in accordance with TeleSolv’s code and such occurrences will be dealt with severely.

TeleSolv employees are expected to conduct themselves professionally with regard to both language and appearance. While acting as a representative of TeleSolv during and beyond business hours, employees should project a tasteful and ethical impression.

COMPLIANCE

All TeleSolv employees are expected to report dishonest or illegal activities by other employees as outlines to their supervisor or to the Vice President of Human Resources. Failure to submit such information is a violation of the code as is the submission of facts, which are known to be false. Submission of code violations maybe in person or in writing to the above-mentioned persons – preferably in writing containing a description of the factual basis for the allegations (e.g. documents, events, meetings) and be signed. It is a serious code violation for any TeleSolv officer, director, or management to initiate or encourage reprisal actions against an employee or other person who in good faith reports known or suspected code violations.

The Human Resources Department is responsible for assuring that the business of the Company is conducted in accordance with the code. The Human Resources Department will assure that the code is properly administered.

If willful violations are ascertained to have taken place, the Board shall assure that the legal rights of individuals are protected, the Company’s legal obligations are fulfilled, and the proper disciplinary and legal actions is taken. The board will further see that corrective measures and safeguards are instituted to prevent reoccurrence of violations.

All officers, directors, and managers are responsible for reviewing this code with each of their employees and ensuring that its is countersigned annually and placed in the employee’s personnel file. New employees shall read and sign the code upon their employment.

PENALTIES

Violations will be basis for disciplinary action, including reprimand, loss of compensations, seniority or promotional opportunities, demotions, or discharge.