I. General Guidelines for Corporate Conduct

The following general principals and rules broadly apply to all employees regardless of the position he or she holds with Ace Marketing and Promotions Inc.

  1. Employees should always conduct all aspects of the Corporation's business in an ethical and legal manner.
  2. Any employee in a supervisory role is responsible for the conduct of employees reporting to him or her.
  3. The conduct of each employee with customers, distributors, the general public, the media and other employees must reflect the highest standards of honesty, integrity and fairness.
  4. Employees must always cooperate fully in any investigation of misconduct.

The following rules and guidelines for business conduct address specific activities that our employees and representatives may be called upon to undertake from time to time on behalf of Ace Marketing and Promotions, Inc.

II. Business Information and Records

Employees shall always record information accurately, honestly and in accordance with all relevant accounting, recordkeeping and document retention standards. No employee is ever authorized to knowingly enter or maintain false or misleading information in corporate books, records or reports. At the same time, no circumstances justify the keeping of "off-the-books" accounts in any form, particularly accounts established to facilitate or disguise questionable or illegal payments.

Employees in possession of corporate records are responsible for the use and safekeeping of such records and shall take all reasonable and prudent measures to safeguard the privacy of employees and other individuals with respect to personal information contained in such records.

Employees shall safeguard all confidential or proprietary interests of the Corporation in its business and financial information, as well as confidential information of other third parties which has been entrusted to the Corporation for its use.

III. Conflicts of Interest

Employees shall avoid any situation in which the employee's personal interests conflict with those of Ace Marketing and Promotions, Inc. Employees shall take every reasonable step to promptly disclose any business or financial interest or relationship of any employee (including his or her immediate family or household), which might interfere with the ability of the employee to pursue the best interests of the Corporation.

For instance, employees who purchase goods or services on behalf of the Corporation must exercise great care to preserve their independence in dealing with vendors. Generally, no employee should receive any payment or anything of value in exchange for a purchasing decision, except for token gifts of nominal value (e.g., a calendar, umbrella, baseball cap or other promotional-type items). A designee should be contacted to resolve any doubts concerning the application of this or any other guideline.

Finally, an employee may not serve on the decision-making or rule-making panel of any local, state or federal regulatory or advisory body whose rules or decisions have application to the Corporation's business activities without first disclosing such relationship and receiving the specific approval of the designee.

IV. Gifts, Bribery, and Improper Payments

Under federal and many state and local laws, it is unlawful for the Corporation or any of its employees to give a public official a gift or anything of value to influence the public official to take official action, or in appreciation for any official act that the public official may take.

The following rules should govern the conduct of all employees of Ace Marketing and Promotions, Inc. when dealing with any public official.

Rule 1: No gift of cash money should ever be given to or for the benefit of a public official.

Rule 2: No gifts, services, special treatment or entertainment shall be given, either directly or indirectly, to any public official to influence or induce the public official to take or refrain from taking an official act.

Rule 3: No gifts, services, special treatment or entertainment shall be given, directly or indirectly, to any public official in appreciation for official acts the public official has taken or may take in the future on behalf of the Corporation.

Rule 4: Public officials who, directly or indirectly, demand or request gifts, services, special treatment or entertainment, should be courteously refused. All such demands or requests by a public official should be immediately reported.

The federal Foreign Corrupt Practices Act (the "FCPA") makes it a crime to bribe a foreign government official, foreign political party, party official or candidate for foreign political office for the purpose of obtaining, retaining or directing business to the Corporation. Under the FCPA, it is unlawful, except under very limited circumstances, for the Corporation or any of its employees or representatives to give anything of value to a foreign official to obtain, retain or direct business to the Corporation. Any questions regarding dealings with foreign officials should be referred to the Audit Committee.

V. Trading in Company Stock by Employees

A. General restrictions against insider trading: No employee, officer or director shall purchase or sell Ace Marketing and Promotions, Inc.'s stock or exercise company options while in the

possession of material, non-public information (MNPI) concerning the Corporation. In general, information will be considered "material" if a reasonable investor would consider it important in making his or her investment decision. Such information would include, for example, earnings results, acquisitions, divestitures, or pending changes in management or control.

B. Blackout Periods: In addition to the general prohibition against trading in company stock and options while in the possession of MNPI, the Corporation has a policy prohibiting all employees, officers and directors from buying or selling stock or exercising company options, during company "black-out" periods.

VI. Political Activity

Ace Marketing and Promotions, Inc. encourages all of its employees to vote and to otherwise participate fully in the political process. All contributions of cash or other things of value given by an employee to any political candidate, campaign, party or ballot initiative must be made from such employee's personal funds and must not be reimbursed by the Corporation or any of its officers in any form. No employee may solicit contributions to any political candidate, campaign, party or ballot initiative from any other employee, without regard to where such solicitation takes place.

VII. Reporting Requirements

It is the responsibility of every director, officer, and employee of Ace Marketing and Promotions, Inc. to immediately report to the designee, illegal, unethical or other improper conduct of which he or she has knowledge, including any violation of this Code of Business Conduct, whether the improper conduct was committed by an employee of the Corporation, an employee or official of any level of government, or any other individual or business entity.

VIII. Disciplinary Action

Appropriate disciplinary action will be taken promptly against any director, officer or employee, determined to have violated any applicable federal, state or local law or regulation, or Ace Marketing and Promotions, Inc., Inc.'s Code of Business Conduct or any future version of this Policy and Code.

Among other things, directors, officers and employees of the Corporation may be disciplined for:

  • Committing, authorizing, or directing an illegal act.
  • Failing to exercise proper compliance oversight or tolerating illegal conduct, if acting as a supervisor of another employee of the Corporation.
  • Failing to report illegal business conduct of which he or she directly knows or observes.
  • Discouraging another director, officer, or employee from reporting a violation of law or
    of this Code of Business Conduct.
  • Improperly disclosing the identity of a person who reports a violation of this Code of Business Conduct.
  • Retaliating or condoning retaliation against any director, officer, or employee of Ace Marketing and Promotions, Inc. who reports such a violation.
    As examples, the following are not valid excuses for failing to comply with the law and/or the Code of Business Conduct and, as such, will not avoid disciplinary measures under this Code:
  • "A supervisor demanded that I do the illegal, unethical or improper act."
  • "I thought the conduct was standard practice in our business."
  • "It was a business necessity because it would have cost more to act properly."
  • "I misinterpreted the law or this code and did not seek the advice of the General Counsel."

    IX. Other Laws

    This Code of Business Conduct does not attempt to summarize all of the many laws that govern the conduct of the Corporation's business. These include, for example, labor laws, prohibitions against unlawful discrimination, environmental legislation, land use restrictions, trademark and copyright laws, tax regulations and others, many of which are addressed in the Ace Marketing and Promotions, Inc. Employee Handbook.


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