GIFTS AND HOSPITALITY

Employees or members of their immediate families (spouse, mother, father, son, daughter, brother, sister or any of these step- or in-law relationships, whether established by blood or marriage including common law marriage) should not provide, solicit or accept cash or its equivalent, entertainment, favors, gifts or anything of substance to or from competitors, vendors, suppliers, customers or others that do business or are trying to do business with ASCEND TELECOM. Loans from any persons or companies having or seeking business with ASCEND TELECOM, except recognized financial institutions, should not be accepted. All relationships with those who ASCEND TELECOM deals with should be cordial, but must be on an arm's length basis. Nothing should be accepted, nor should the employee have any outside involvement, that could impair, or give the appearance of impairing, an employee's ability to perform his/her duties or to exercise business judgment in a fair and unbiased manner.

This Policy does not prohibit normal and appropriate gifts, hospitality, entertainment and promotional or other similar business expenditure, such as calendars, diaries, pens, meals and invitations to theatre and sporting events (given and received), to or from Third Parties. However, the key determining factor for appropriateness of the gift or hospitality and/or its value would be based on facts and circumstances under which such gift or hospitality is provided.

The practice of giving gifts and hospitality is recognized as an established and important part of doing business. However, it is prohibited when they are used as bribes. Giving gifts and hospitality varies between countries and sectors and what may be normal and acceptable in one country may not be so in another. To avoid committing a bribery offence, the gift or hospitality must be:

• Reasonable and justifiable in all the circumstances
• Intended to improve the image of ASCEND TELECOM, better present its products and services or establish cordial relations

The giving or receiving gifts or hospitality is acceptable under this Policy if all the following requirements are met:

• It is not made with the intention of influencing a Third Party to obtain/ retain business or a business advantage or to reward the provision or retention of business or a business advantage or in explicit or implicit exchange for favors/ benefits or for any other corrupt purpose
• It complies with local laws and customs
• It does not include cash or a cash equivalent (such as gift certificates or vouchers)
• It is appropriate in the circumstances. For example, in U.S. it is customary for small gifts to be given at Christmas time
• Taking into account the reason for the gift or hospitality, it is of an appropriate type and value and given at an appropriate time
• It is given openly, not secretly and in a manner that avoids the appearance of impropriety