Chroma Standards of Business Conduct

Chromas ETHICAL AND BUSINESS VALUES

Purpose

The CHROMA Standards of Business Conduct (Standards) identify the values and principles that guide our business relationships. We do business and work together with a strong sense of ethics. CHROMA is committed to honesty, integrity and fairness in everything we do, so our activities reflect positively on our shareholders, the marketplace we serve, the community, and ourselves. These principles are not new at CHROMA. They are simply the restatements of our long-standing policy that all business conducted by CHROMA employees and representatives will be conducted ethically and in compliance with all applicable laws.

Ethical decision-making requires an understanding of personal and CHROMA values and principles coupled with good personal judgment.

Applicability

These Standards apply to all owners, managers, employees and representatives of CHROMA, and its subsidiaries, except where compliance with these Standards would violate a law.

Roles of Managers and Individual Employees

CHROMA owners are responsible for discussing these Standards with all employees in their organization and for ensuring that its provisions are understood and observed. Each manager is responsible for practicing diligent supervision to ensure the ethical and legal business behavior of those employees for whom the manager has operational responsibility. Each employee also has direct personal responsibility for following the provisions of these Standards and for taking the initiative to seek help or clarification to avoid unethical or illegal business decisions.

CHROMAs RELATIONSHIPS

You and CHROMA

As a CHROMA employee, you will be viewed as a reflection of the Company. This will be true during nonworking hours as well as working hours. You are expected to be loyal and faithful to the Companys principles of honesty, integrity and fairness and the duties of your job, and to behave in an ethical manner that does credit to yourself and the Company.

Relations with and between Employees

We are interested in employing people of integrity whom we believe will be superior performers. We expect all employees to accept and respect each other as equals, with an attitude of cooperation, courtesy, and consideration. CHROMA will not tolerate conduct by any employee that harasses, disrupts, or interferes with anothers work performance or which creates an intimidating, offensive, abusive, or hostile work environment.

CHROMA is dedicated to maintaining a work environment that is safe and compliant with laws regulating workplace safety and health. You should always follow the established safety, environmental, and health rules, and you should feel that proper precautions for health and safety in all occupations are made by yourself and by the Company.

Relations with Customers

CHROMA is proud of the strong and reputable relationship we have built with our customers as we work with them to meet their changing needs. These relationships are key to our success and building such successful ties has taken time. Our goal is to supply superior products, services, and follow-on support at appropriate prices. We will prosper only if we anticipate our customers changing requirements and are prepared to respond to and meet those needs. We will comply with the laws and regulations that govern the acquisition of goods and services by our customers. We will compete fairly and ethically for all business opportunities.

Relations with Vendors

Vendors who provide quality components and services are an important part of CHROMAs ability to create superior products and services for our customers. We expect our vendors to be people of integrity who produce components of excellent quality, with timely deliveries, and at competitive prices. CHROMA will always employ the highest ethical business practices in source selection, negotiation, and administration of all purchasing activities. We will respect and safeguard the proprietary information and trade secrets of our vendors.

Relations with Competitors

Relations with competitors are always a delicate subject. We will observe accepted standards of fair conduct and legality.

Relations with the Community

We hope to provide the communities where we live and work with capable people who will help with leadership tasks of the community. To the extent that these outside tasks suit your interests and do not interfere with your job performance, we encourage you to undertake them.

For any outside task that involves a significant amount of time during normal working hours, prior approval must be obtained from your manager. Be certain that you understand the demands of any outside task, and that you and your manager feel there will be no impairment of your ability to perform your CHROMA duties in a superior manner if you proceed with the task in or out of normal working hours.

COMPLIANCE WITH LAWS AND REGULATIONS

General

We conduct our business in accordance with all applicable laws and regulations. Each one of us is personally responsible for meeting this obligation.

Import/Export Laws

As a trading company, CHROMA must be concerned with the laws and regulations affecting import and export activities.

Insider Information

In the course of your employment with CHROMA you may become aware of information about CHROMA or other companies (suppliers, vendors, subcontractors, etc.) that is not known to the public. The use of any such material nonpublic or inside information about CHROMA or another company for your financial or other benefit is a violation of law.

Environmental, Safety and Health Laws and Regulations

CHROMA is committed to protecting the environment and the health and safety of its employees, their families, their communities and the public. CHROMA establishes and maintains sound environmental, safety and health management practices to accomplish this goal and assuring compliance with the laws, regulations, and orders of the responsible governmental authorities wherever CHROMA and its subsidiaries operate.

CONFLICT OF INTEREST

CHROMA does not knowingly place any employee in a position of having a conflict of interest. We expect you to work loyally and faithfully during your assigned working hours for CHROMA. You should avoid any relationship, influence or activity that might impair, or even appear to impair your ability to make objective and fair decisions when performing your job. At no time should you undertake any activity or investment which raises any question of conflict of interest between that activity or investment and your assigned job at CHROMA.

Any time a conflict appears, or you believe that such conflict might develop, you should discuss and resolve the matter with your manager.

PROTECTION OF CHROMAs ASSETS

You are responsible for preserving CHROMAs assets, including its physical assets such as facilities and equipment, and intangible assets such as patents, copyrights and trade secrets. This requires that you safeguard any Company-owned equipment assigned to you or any supplier or customer-owned equipment entrusted to CHROMA. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse. Be cost-conscious and alert to opportunities for improving performance while reducing costs. Use of CHROMA property, facilities, equipment, and information for non-CHROMA purposes is permitted only with the approval of managers having authority to permit such usage.

Accuracy of Books and Records and Public Reports

Employees, officers and directors must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Company's ability to meet legal and regulatory obligations.

All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record.

It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents.

Employee Privacy

CHROMA respects your privacy. Personnel or medical records, salary, fringe benefits, or terms of employment are considered confidential and access to such information is restricted. Personal information is normally released to outside parties only with employee approval, except that CHROMA and authorized individuals may also release personal information to verify employment, to satisfy the legitimate requirements of a company or other entity which is acquiring some of CHROMAs business operations, or for appropriate investigatory, business or legal reasons.

Proprietary Information

CHROMA safeguards its proprietary and other confidential information and trade secrets. You are responsible for protecting the confidentiality of proprietary and other confidential information and trade secrets of CHROMA. They are Company property not to be disclosed or given away to people outside the Company even after leaving CHROMA employment. Proprietary and other confidential information includes such things as: CHROMAs technical or scientific information relating to current and future products, services or research; business or marketing plans or projections; earnings and other financial data; information about customers or vendors; and customer or vendor-supplied information.

To avoid inadvertent disclosure, you should never discuss with any unauthorized person information that CHROMA considers confidential or which CHROMA has not made public. Furthermore, you should not discuss such information even with authorized CHROMA employees if you are in the presence of others who are not authorized. You should also not discuss such information with family members or with friends, who might innocently or unintentionally pass the information on to someone else.

TRANSACTIONS WITH the GOVERNMENT

General

Good business ethics, quality products and integrity in meeting commitments are important to both government and commercial businesses. However, suppliers to government agencies have additional requirements not usually found in standard commercial transactions. It is CHROMAs policy to comply with all applicable laws, regulations and contract provisions.

Each of us who has access to government-classified information is committed to safeguarding the security of that information.

ACCOUNTING AND AUDITING MATTERS

Dealings with Independent Auditors

No employee, officer or director shall, either directly or indirectly, make any materially false or misleading statement or omit to state any material fact to an accountant in connection with any audit, review or examination of CHROMAs financial statements or the preparation or filing of any document or report. In addition, no employee, officer or director shall, either directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of CHROMAs financial statements.

DISSEMINATION AND AMENDMENT

Information concerning how to access or obtain a copy of the Standards shall be provided to each new employee, officer and director of CHROMA upon commencement of his or her employment or other relationship with CHROMA. The Standards will also be publicly available through the CHROMA internet site at www.chroma-bg.com. CHROMA reserves the right to amend, alter or terminate the Standards at any time for any reason. This document is not an employment contract between CHROMA and any of its employees, officers or directors.