VIII. DEALINGS WITH CUSTOMERS AND POTENTIAL CUSTOMERS

Employees must keep all dealings with customers and potential customers fair and aboveboard. The Company obtains business and keeps it because of the quality of its goods and services. The Company will not give illegal or unethical rebates, kickbacks, under-the-table payments or other similar improper favors to customers or their representatives.

The boundary line between ethical and unethical competition, or legal and illegal conduct, is not always well-defined, particularly in international activities where differing local laws, customs and practices come into play or where the Company may be transacting business with government or quasi-government entities (e.g., government monopolies or government-owned enterprises). To help keep all of us on the right side of the line, the following standards will serve as guidelines:

1. All employees should make every effort to know and fully comply with all state and federal laws governing relations with customers as well as competitors.
   
   
2. All employees engaged in government contracts or contracts and dealings with quasi-governmental entities (e.g., government monopolies or government-owned enterprises) must also remain cognizant of the specific rules and regulations covering relations with public agencies.
   
   
3. Employees will make no gifts to customers or their employees or representatives, except items of nominal value that fit the normal and customary pattern of the Company's sales efforts for a particular market. Exceptions to this policy can occur in international trade, where it can be legal and a customary and appropriate business practice to give or exchange gifts of more than nominal value with customers or their employees or representatives. Only the Chairman or President of the corporate entity involved can authorize the giving, receiving or exchanging of such gifts. Any gifts received by employees in such an exchange must be reported to the recipient's supervisor for determination as to the disposition of the gift.
   
   
4. Entertainment for any customer must fit regular business practices and must involve reasonable, not lavish, expenditures. The entertainment must also take place in settings that are reasonable, appropriate and fitting to our employees, their guests and the business at hand.