Code of Business Conduct and Ethics

Introduction

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every
issue that may arise, but it sets out basic principles to guide all employees, directors and officers of Empresa Mejor, (the
"Company"). All of our employees, directors and officers must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and
representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you
should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of
employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines
described in Section 14 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees
must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are
expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.

If requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations,
including taxation laws.

2. Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes, or appears to interfere, in any way with the interests of
the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make
it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee,
officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the
Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier.
You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect
business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the Company’s Management. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company's Legal
Department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this
Code.
3. Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for commercial
purposes or for any other purpose except the conduct of our business. All non-public information about the Company should
be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might
make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with
compliance with laws against insider trading, the Company has adopted a specific policy governing employees' trading in
securities of the Company. This policy has been distributed to every employee. If you have any questions, please consult the
Company's Legal Department.

4. Corporate Opportunities
Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered
through the use of corporate property, information or position without the consent of the Company. No employee may use
corporate property, information, or position for improper personal gain, and no employee may compete with the Company
directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.

5. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each employee, officer and director should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships,
not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by
any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not
violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are
appropriate.

6. Discrimination and Harassment

The diversity of the Company's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory
comments based on racial or ethnic characteristics and unwelcome sexual advances.

7. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility
for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting
accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free
from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

8. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business
decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not
sure whether a certain expense is legitimate, ask your supervisor or your controller.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless
permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks,
guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-
mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the
Company's Legal Department.

9. Confidentiality

Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the
Company or its customers, except when disclosure is authorized by the Legal Department or required by laws or regulations.
Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its
customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to
preserve confidential information continues even after employment ends. In connection with this obligation, every employee
 should have executed a confidentiality agreement when he or she began his or her employment with the Company.

10. Protection and Proper Use of Company Assets

All employees, officers and directors should endeavor to protect the Company's assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental
personal use may be permitted.

The obligation of employees to protect the Company's assets includes its proprietary information. Proprietary information
includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and
service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished
financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be
illegal and result in civil or even criminal penalties.

11. Payments to Government Personnel

Generally Accepted business practice prohibits giving anything of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to
government officials of any country.

In addition, legislations have a number of laws and regulations regarding business gratuities which may be accepted by any
government personnel. The promise, offer or delivery to an official or employee of any government of a gift, favor or other
gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The Company's Legal Department can provide guidance
to you in this area.

12. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Company and will be promptly
disclosed, along with the reasons for the waiver, as required by law or regulation.

13. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical
behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow
retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.

Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal
or retaliation of any kind.

14. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is
difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have
a way to approach a new question or problem. These are the steps to keep in mind:

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus
on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if
something seems unethical or improper, it probably is.
Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may
help to get others involved and discuss the problem.
●
Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will
●
●
be more knowledgeable about the question, and will appreciate being brought into the decision-making process.
●
● Remember that it is your supervisor's responsibility to help solve problems.
●
Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your
supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with
your office manager or your Human Resources manager.
You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be
kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for
good faith reports of ethical violations.
●
Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The
CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth
therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct
and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:

1. The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in
the periodic reports required to be filed by the Company. Accordingly, it is the responsibility of the CEO and each senior
financial officer promptly to bring to the attention of the owners any material information of which he or she may become
aware that affects the disclosures made by the Company in its filings or otherwise assist the owners in fulfilling its
responsibilities as specified in the Company's Controls and Procedures Policy.
2. The CEO and each senior financial officer shall promptly bring to the attention of the owners any information he or she
may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely
affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not
material, that involves management or other employees who have a significant role in the Company's financial reporting,
disclosures or internal controls.
3. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the Legal
Department or the CEO any information he or she may have concerning any violation of the Company's Code of Business
Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional
relationships, involving any management or other employees who have a significant role in the Company's financial
reporting, disclosures or internal controls.
4. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the Legal
Department or the CEO any information he or she may have concerning evidence of a material violation of the
securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the
Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional
procedures.
5. The owners shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event
of violations of the Code of Business Conduct and Ethics or of these additional procedures by the CEO and the
Company's senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall
include written notices to the individual involved that the owners have determined that there has been a violation, censure
by the owners, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as
determined by the owners) and termination of the individual's employment. In determining what action is appropriate in a
particular case, the owners or such designee shall take into account all relevant information, including the nature and
severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation
appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation
as to the proper course of action and whether or not the individual in question had committed other violations in the past.